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EQT Reiterates Benefits of the Pending Acquisition of Rice Energy

PITTSBURGH–(BUSINESS WIRE)–EQT Corporation (NYSE: EQT), today issued the following statement in
response to a filing from JANA Partners LLC (JANA):

The proposed acquisition of Rice Energy Inc. (NYSE: RICE) represents a
pivotal strategic opportunity for EQT to have an unmatched asset
position – and world-class inventory – in one of the most prolific
natural gas basins in the United States. EQT's Board and management team
remain confident the Rice transaction will deliver significant value and
is in the best interests of all EQT shareholders.

JANA has suggested that EQT’s presentation of the combined Rice-EQT
acreage map is misleading, and that the existence of non-contiguous
acreage contained within the pro-forma footprint of the combined Company
implies that stated operational synergies from the transaction are not
achievable. This is emphatically not the case.

EQT has been operating in the Appalachian Basin for nearly 130 years,
has drilled more than 2,500 horizontal wells, and has drilled the
longest lateral in the Marcellus (to-date) at 17,400 feet. It is
standard industry practice to manage any non-contiguous acreage
requirements through well path adjustments, smaller bolt-on
acquisitions, and tactical fill-ins, all of which are part of our
current development plan at an estimated cost of up to $200 million
annually. In addition, there are often small-scale acreage trades
between operators that are used to fill in gaps. Each of these methods
are routinely employed by EQT and other Appalachian operators to build
their respective development programs. Given the multitude of legacy
natural gas leases across Appalachia, it is commonplace for small
acreage plots to exist given the historical ownership of land in the

The combined Rice-EQT acreage profile was evaluated thoroughly and
carefully, and based on our development plan, which includes the cost of
tactical fill-ins, the Company is confident it will achieve the $2.5
billion in synergies that it has identified. For JANA to suggest that
this acreage acquisition strategy, which is standard for Appalachian
operators, is inconsistent with achieving the anticipated benefits of
the transaction is highly misleading and inaccurate.

In addition, JANA seems to believe shareholders face a binary decision
between either approving the proposed Rice transaction – or – taking
action to address EQT’s sum-of-the-parts discount. In fact, that is
simply not the case. Approval of the Rice transaction will actually
enhance EQT’s ability to unlock value by improving the competitive
positioning of each of EQT’s key businesses and increasing optionality.
As previously announced, immediately upon the closing of the Rice
transaction, EQT will establish a committee of the Board of directors to
evaluate options for addressing EQT’s sum-of-the-parts discount and the
Board expects to announce a decision by the end of the first quarter of

The EQT Board unanimously approved the Rice transaction and urges
shareholders to use the WHITE proxy card to vote “FOR” all agenda
items in advance of the special meeting on November 9, 2017. If
shareholders have any questions about how to vote, or need additional
assistance, please contact EQT’s proxy solicitor: Innisfree M&A
Incorporated, toll-free at (877) 717-3930 (from the U.S. and Canada) or
(412) 232-3651 (from other locations).

About EQT Corporation:

EQT Corporation is an integrated energy company with emphasis on
Appalachian area natural gas production, gathering, and transmission.
With more than 125 years of experience, EQT continues to be a leader in
the use of advanced horizontal drilling technology – designed to
minimize the potential impact of drilling-related activities and reduce
the overall environmental footprint. Through safe and responsible
operations, the Company is committed to meeting the country’s growing
demand for clean-burning energy, while continuing to provide a rewarding
workplace and enrich the communities where its employees live and work.
EQT also owns a 90% limited partner interest in EQT GP Holdings, LP. EQT
GP Holdings, LP owns the general partner interest, all of the incentive
distribution rights, and a portion of the limited partner interests in
EQT Midstream Partners, LP.

Visit EQT Corporation at www.EQT.com.

Cautionary Statement Regarding Forward-Looking Information

This communication may contain certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, EQT’s and
Rice’s plans, objectives, expectations and intentions, the expected
timing of completion of the transaction, and other statements that are
not historical facts. Such statements are subject to numerous
assumptions, risks, and uncertainties. Statements that do not describe
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. Forward-looking statements
may be identified by words such as expect, anticipate, believe, intend,
estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could, or
similar variations. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and the
Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or
risk factors is complete, below are certain factors which could cause
actual results to differ materially from those contained or implied in
the forward-looking statements including: risks related to EQT’s
acquisition and integration of acquired businesses and assets; the cost
of defending EQT’s intellectual property; technological changes and
other trends affecting the oil and gas industry; the possibility that
the proposed transaction does not close when expected or at all because
required regulatory, shareholder or other approvals are not received or
other conditions to the closing are not satisfied on a timely basis or
at all; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; uncertainties as to the timing of the
transaction; competitive responses to the transaction; the possibility
that the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or problems
arising from, the integration of the two companies; the possibility that
the transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management’s attention from ongoing business operations and
opportunities; EQT’s ability to complete the acquisition and integration
of Rice successfully; the possibility of litigation relating to the
transaction; and other factors that may affect future results of EQT and
Rice. Additional factors that could cause results to differ materially
from those described above can be found in EQT’s Annual Report on Form
10-K for the year ended December 31, 2016 and in its subsequent
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and
June 30, 2017, each of which is on file with the SEC and available in
the “Investors” section of EQT’s website, https://www.eqt.com/,
under the heading “SEC Filings” and in other documents EQT files with
the SEC, and in Rice’s Annual Report on Form 10-K for the year ended
December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2017 and June 30, 2017, each of which
is on file with the SEC and available in the “Investor Relations”
section of Rice’s website, https://www.riceenergy.com/,
under the subsection “Financial Information” and then under the heading
“SEC Filings” and in other documents Rice files with the SEC.

All forward-looking statements speak only as of the date they are made
and are based on information available at that time. Neither EQT nor
Rice assumes any obligation to update forward-looking statements to
reflect circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence of
unanticipated events except as required by federal securities laws. As
forward-looking statements involve significant risks and uncertainties,
caution should be exercised against placing undue reliance on such

Important Additional Information

In connection with the proposed transaction, EQT has filed with the SEC
a registration statement on Form S-4 that contains a joint proxy
statement of EQT and Rice and also constitutes a prospectus of EQT. The
registration statement was declared effective by the SEC on October 12,
2017 and EQT and Rice commenced mailing the definitive joint proxy
statement/prospectus to their respective shareholders on or about
October 12, 2017. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. SHAREHOLDERS OF EQT AND
WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of
the registration statement and the joint proxy statement/prospectus, as
well as other filings containing information about EQT and Rice, without
charge, at the SEC’s website (http://www.sec.gov).
Copies of the documents filed with the SEC by EQT can be obtained,
without charge, by directing a request to Investor Relations, EQT
Corporation, EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3111, Tel. No. (412) 553-5700. Copies of the documents filed with
the SEC by Rice can be obtained, without charge, by directing a request
to Investor Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg,
Pennsylvania 15317, Tel. No. (724) 271-7200.

Participants in the Solicitation

EQT, Rice, and certain of their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
EQT’s directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on February 17, 2017, and
certain of its Current Reports on Form 8-K. Information regarding Rice’s
directors and executive officers is available in its definitive proxy
statement, which was filed with the SEC on April 17, 2017, and certain
of its Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, is contained
in the definitive joint proxy statement/prospectus of EQT and Rice and
other relevant materials filed with the SEC. Free copies of this
document may be obtained as described in the preceding paragraph.


EQT analyst inquiries:
Patrick Kane, 412-553-7833
Investor Relations Officer
[email protected]
Midstream Partners / EQT GP Holdings analyst inquiries:
Tetlow, 412-553-5834
Investor Relations Director
[email protected]
Natalie Cox, 412-395-3941
Director, Communications
[email protected]