EQT to Appoint Two New Directors upon Closing of Rice Acquisition
Director nomination window to close following the sum-of-the-parts
decision
PITTSBURGH–(BUSINESS WIRE)–EQT Corporation (Company or EQT) (NYSE:EQT) today announced that it has
commenced a search for two additional, independent board members with
extensive midstream experience. The new board members will join the EQT
Board immediately following the successful closing of the Rice Energy
Inc. (Rice Energy or Rice) transaction and will serve on the Committee
being formed to evaluate options for addressing the Company’s
sum-of-the-parts discount.
“In discussing the merits of our value-accretive acquisition of Rice
Energy with our shareholders, there has been broad support for the
transaction. While we are confident most investors have embraced our
commitment to address the sum-of-the-parts discount, many have also
indicated that they believe separating the midstream and upstream
businesses is the best way to accomplish this objective,” said Steve
Schlotterbeck, EQT's president and chief executive officer. “While
separation is one path to realizing the sum-of-the-parts value, the
Board has committed to evaluate all options for the Company and cannot
presume an outcome of that analysis.”
EQT has previously acknowledged that at some point it would be
beneficial for the production and midstream businesses to be
independent, due to the belief that, over time, the benefits of
integration diminish relative to the valuation discount as the Company
matures. The proposed acquisition of Rice accelerates the Company’s
ability to reach a more moderate growth pace and is the basis for the
Company’s decision to commit to determining a value-maximizing path
forward. EQT’s Board remains fully committed to determining an optimum
path for shareholders by the end of the first quarter 2018.
To provide full transparency and accountability, the EQT Board will move
the date of its 2018 annual shareholder meeting – extending the director
nomination window to allow time for the Company to announce its
sum-of-the-parts decision. This schedule change provides shareholders
the option to nominate new board members after evaluating the Board’s
decision regarding the sum-of-the-parts evaluation.
EQT has retained Russell Reynolds Associates, a leading global search
and leadership advisory firm, to conduct the director search. EQT will
consult with large shareholders throughout the process.
The EQT Board unanimously approved the Rice transaction and recommends
that shareholders follow instructions on 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
statements.
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
STOCKHOLDERS OF RICE ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR
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.
Contacts
EQT analyst inquiries:
Patrick Kane, 412-553-7833
Chief
Investor Relations Officer
[email protected]
or
EQT
Midstream Partners / EQT GP Holdings analyst inquiries:
Nate
Tetlow, 412-553-5834
Investor Relations Director
[email protected]
or
Media
inquiries:
Natalie Cox, 412-395-3941
Corporate
Director, Communications
[email protected]
