EQT CORPORATION (NYSE:EQT) Files An 8-K Entry into a Material Definitive Agreement

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EQT CORPORATION (NYSE:EQT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement.

Merger Agreement

On June19, 2017, EQT Corporation (EQT) entered into an
Agreement and Plan of Merger (the Merger Agreement) with
Rice Energy Inc. (Rice), to which, subject to the
satisfaction or waiver of certain conditions, a wholly owned
indirect subsidiary of EQT will merge with and into Rice (the
Merger), and immediately thereafter Rice will merge with
and into another wholly owned indirect subsidiary of EQT.

On the terms and subject to the conditions set forth in the
Merger Agreement, which has been unanimously approved by the
respective boards of directors of EQT and Rice, at the effective
time of the Merger (the Effective Time), each share of the
common stock, par value $0.01 per share, of Rice (the Rice
Common Stock
) issued and outstanding immediately prior to the
Effective Time (other than shares of Rice Common Stock held by
EQT or certain of its subsidiaries, shares held by Rice in
treasury or shares with respect to which appraisal has been
properly demanded to Delaware law) will be converted into the
right to receive 0.37 (the Exchange Ratio) of a share of
the common stock, no par value, of EQT (EQT Common Stock)
and $5.30 in cash (collectively, the Merger
Consideration
).

In the Merger Agreement, EQT has agreed, subject to the approval
of EQT shareholders, to increase the size of its board of
directors to 13 directors and cause Daniel J. Rice IV and Robert
F. Vagt (each, a Rice Director) to become members of the
EQT board upon the Effective Time. If EQT does not receive the
required shareholder approval to increase the size of its board
to 13 directors, EQT has agreed to increase the size of its board
to 12 directors and appoint either Mr.Rice or Mr.Vagt, at Rices
election, upon the Effective Time and to seek shareholder
approval to increase the size of its board to 13 directors at its
next annual meeting of shareholders in order to appoint the Rice
Director not appointed upon the Effective Time.

At the Effective Time, each outstanding restricted stock unit
award relating to Rice Common Stock will convert into a
restricted stock unit award relating to shares of EQT Common
Stock, converted based on the Exchange Ratio (adjusted in order
to reflect the cash portion of the Merger Consideration) (as
adjusted, the Stock Award Exchange Ratio). In addition, at
the Effective Time, each outstanding performance-based stock unit
award relating to Rice Common Stock (a Rice PSU Award)
will convert into a restricted stock unit award relating to
shares of EQT Common Stock, with such conversion based on the
Stock Award Exchange Ratio and with any performance conditions
applicable to such converted Rice PSU Awards in respect of
performance periods that are incomplete as of the Effective Time
fixed based the maximum performance level specified in the
applicable award agreement. Thereafter, converted Rice PSU Awards
will only be subject to continued service-based vesting.

The Merger Agreement requires Rice to redeem, prior to the
Effective Time, all outstanding common units of its subsidiary,
Rice Energy Operating LLC, that are held by persons other than
Rice, as well as all shares of Rice ClassA Preferred Stock, par
value $0.01 per share, held by such persons. In addition, the
Merger Agreement requires Rice, unless EQT otherwise requests, to
redeem on the date the Merger closes all issued and outstanding
SeriesB Units of Rice Midstream Holdings LLC, a subsidiary of
Rice.

The consummation of the Merger is subject to certain customary
closing conditions, including (i)the approval by EQT shareholders
of the issuance of EQT shares as Merger Consideration, (ii)the
adoption of the Merger Agreement by Rice stockholders, (iii)any
waiting period applicable to the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 having
expired or been terminated, (iv)the absence of any injunction or
other legal restraint preventing or making illegal the
consummation of the Merger, (v)effectiveness of the registration
statement on FormS-4 to be filed by EQT in connection with the
Merger, (vi)the shares of EQT Common Stock to be issued in the
Merger being authorized for listing on the New York Stock
Exchange, (vii)the accuracy of each partys representations and
warranties and compliance by each party with its covenants under
the Merger Agreement, subject to certain materiality
qualifications and exceptions, (viii)the absence of a material
adverse effect on the respective parties and (ix)the receipt of
certain tax opinions by EQT and Rice.

The Merger Agreement provides that, during the period from the
date of the Merger Agreement until the Effective Time, each of
EQT and Rice will be subject to certain restrictions on its
ability to solicit alternative business combination proposals
from third parties, to provide non-public information to third
parties and to engage in discussions with third parties regarding
alternative business combination proposals, subject to customary
exceptions.


The Merger Agreement provides for certain termination rights
for both EQT and Rice, including the right of either party to
terminate the Merger Agreement if the Merger is not consummated
by February19, 2018 (which may be extended by either party to
May19, 2018 under certain circumstances).

Upon termination of the Merger Agreement under certain
specified circumstances, EQT may be required to pay Rice, or
Rice may be required to pay EQT, a termination fee of
$255,000,000. In addition, if the Merger Agreement is
terminated because of a failure of a partys shareholders to
approve the proposals required to complete the Merger, that
party may be required to reimburse the other party for its
transaction expenses in an amount equal to $67,000,000.

EQT and Rice each made certain representations, warranties and
covenants in the Merger Agreement, including, among other
things, covenants by EQT and Rice to conduct their businesses
in the ordinary course during the period between the execution
of the Merger Agreement and consummation of the Merger.

The Merger Agreement has been attached as an exhibit to this
report to provide investors and security holders with
information regarding its terms. It is not intended to provide
any other factual information about EQT or Rice or to modify or
supplement any factual disclosures about EQT or Rice in their
public reports filed with the U.S. Securities and Exchange
Commission (the SEC). The Merger Agreement includes
representations, warranties and covenants of EQT and Rice made
solely for the purposes of the Merger Agreement and which may
be subject to important qualifications and limitations agreed
to by EQT and Rice in connection with the negotiated terms of
the Merger Agreement. Moreover, some of those representations
and warranties may not be accurate or complete as of any
specified date, may be subject to a contractual standard of
materiality different from those generally applicable to EQTs
or Rices SEC filings or may have been used for purposes of
allocating risk among EQT and Rice rather than establishing
matters as facts.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby is only a summary, and is
subject to and qualified in its entirety by reference to the
Merger Agreement, a copy of which is filed with this Current
Report on Form8-K as Exhibit2.1 and incorporated by reference
herein.

Voting Agreement

On June19, 2017, in connection with the execution of the Merger
Agreement, EQT entered into a voting agreement (the Voting
Agreement
) with Rice Energy 2016 Irrevocable Trust, Rice
Energy Holdings LLC, Daniel J. Rice III, Daniel J. Rice IV,
Derek A. Rice and Toby Z. Rice (collectively, the Rice
Stockholders
), which collectively beneficially own
approximately 15% of the outstanding Rice voting power. The
Voting Agreement requires, subject to the terms and conditions
thereof, the Rice Stockholders to vote their shares of Rice
Common Stock in favor of the transactions contemplated by the
Merger Agreement.

The foregoing description of the Voting Agreement and the
transactions contemplated thereby is only a summary, and is
subject to and qualified in its entirety by reference to the
Voting Agreement, a copy of which is filed with this Current
Report on Form8-K as Exhibit10.1 and incorporated by reference
herein.

Item 7.01 Regulation FD Disclosure.

On June19, 2017, EQT and Rice issued a joint news release
announcing their entry into the Merger Agreement. A copy of the
news release containing the announcement is furnished herewith
as Exhibit99.1 and incorporated by reference herein.

Additionally, on June19, 2017, EQT provided supplemental
information regarding the proposed Merger in connection with a
presentation to investors and an e-mail circulated to its
employees. Copies of the investor presentation and employee
e-mail are furnished herewith as Exhibits 99.2 and 99.3,
respectively, and incorporated by reference herein.

The information in this Item 7.01 of Form8-K (including
Exhibit99.1, Exhibit99.2 and Exhibit99.3) shall not be deemed
to be filed for the purposes of Section18 of the Securities and
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liability of such section, nor shall
such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of the general incorporation language
of such filing, except as shall be expressly set forth by
specific reference in such filing.

Item8.01. Other Events.

Financing Commitment

On June19, 2017, in connection with its entry into the Merger
Agreement, EQT entered into a commitment letter with Citigroup
Global Markets Inc. (Citi), to which Citi committed to
provide, subject to customary closing conditions, up to
$1,400,000,000 of senior unsecured bridge loans, the proceeds
of which may be used to pay the cash portion of the Merger
Consideration, to refinance certain existing indebtedness of
EQT, Rice and their respective subsidiaries, and to pay fees
and expenses in connection with the foregoing.


Non-Competition Commitments

On June19, 2017, as a condition to EQTs execution of the Merger
Agreement and the consideration payable thereunder, Rice
entered into new or amended existing restrictive covenants with
certain specified stockholders of Rice who are actively
involved with Rices management. Specifically, Rice and each of
Daniel J. Rice IV, Derek A. Rice, Toby Z. Rice, Robert R.
Wingo, Grayson T. Lisenby, William E. Jordan and James Wilmot
Rogers entered into amendments to the employment agreements
between Rice and such executives, which, in material part,
extend the non-competition covenant set forth in each of their
employment agreements to three years (from one year) following
termination of employment with Rice and its affiliates. In
addition, Rice and Daniel J. Rice III entered into a
confidentiality, non-solicitation and non-competition
agreement, which contains restrictive covenants comparable to
those set forth in the amended employment agreements with the
foregoing executive officers of Rice, including a
non-competition covenant that applies during Daniel J. Rice
IIIs service to Rice and its affiliates and for three years
thereafter.

Cautionary Statement Regarding Forward-Looking
Information

This report may contain certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, the
merger parties 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 Section27A of the Securities Act of
1933, Section21E 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 EQTs strategy to develop
its Marcellus, Utica, Upper Devonian and other reserves;
changes in EQTs drilling plans and programs and the
availability of capital to complete these plans and programs;
changes in production sales volumes and growth rates; risks
related to the acquisition and integration of acquired
businesses and assets; the cost of defending EQTs 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; the risk that the financing
required to fund the transaction is not obtained; 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 managements attention from ongoing
business operations and opportunities; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion
of the transaction; EQTs ability to complete the acquisition
and integration of Rice successfully; 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 EQTs Annual Report on Form10-K for the year ended
December31, 2016 and in its subsequent Quarterly Report on
Form10-Q for the quarter ended March31, 2017, each of which is
on file with the SEC and available in the Investors section of
EQTs website, https://www.eqt.com, under the heading SEC
Filings and in other documents EQT files with the SEC, and in
Rices Annual Report on Form10-K for the year ended December31,
2016 and in its subsequent Quarterly Report on Form10-Q for the
quarter ended March31, 2017, each of which is on file with the
SEC and available in the Investor Relations section of Rices
website, http://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 will file with
the SEC a Registration Statement on FormS-4 that will include a
Joint Proxy Statement of EQT and Rice and a Prospectus of EQT,
as well as other relevant documents concerning the proposed
transaction. The proposed transaction involving EQT and Rice
will be submitted to EQTs shareholders and Rices stockholders
for their consideration. 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 REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will
be able to obtain a free copy of the definitive joint proxy
statement/prospectus, as well as other filings containing
information about EQT and Rice, without charge, at the SECs
website (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by
directing a request to Investor Relations, EQT Corporation, 625
Liberty Avenue, Suite1700, Pittsburgh, Pennsylvania 15222, Tel.
No.(412) 553 – 5700 or 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 EQTs directors and executive officers is
available in its definitive proxy statement, which was filed
with the SEC on February17, 2017, and certain of its Current
Reports on Form8-K. Information regarding Rices directors and
executive officers is available in its definitive proxy
statement, which was filed with the SEC on April17, 2017, and
certain of its Current Reports on Form8-K. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials filed with
the SEC. Free copies of this document may be obtained as
described in the preceding paragraph.


Item9.01. Financial Statements and Exhibits.

(d)Exhibits.

ExhibitNo.

Description

2.1

Agreement and Plan of Merger, dated as of June19, 2017,
among EQT, Eagle Merger Sub I,Inc. and Rice*

10.1

Voting Agreement, dated as of June19, 2017, by and among
EQT and the Rice Stockholders

99.1

News Release, issued June19, 2017 (furnished and not
filed for purposes of Item 7.01)

99.2

Investor Presentation, dated as of June19, 2017
(furnished and not filed for purposes of Item 7.01)

99.3

Employee E-mail, dated as of June19, 2017 (furnished and
not filed for purposes of Item 7.01)

*Schedules and exhibits omitted to Item 601(b)(2)of Regulation
S-K. EQT agrees to supplementally furnish to the Securities and
Exchange Commission upon request any omitted schedule or
exhibit to the Merger Agreement.


to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

EQT CORPORATION (Registrant)

/s/ Robert J. McNally

Name:

Robert J. McNally

Title:

Senior Vice President and Chief Financial Officer

Date: June19, 2017


EXHIBITINDEX

ExhibitNo.

Description

2.1

Agreement and Plan of Merger, dated as of June19, 2017,
among EQT, Eagle Merger Sub I,Inc. and Rice*

10.1

Voting Agreement, dated as of June19, 2017, by and
among EQT and the Rice Stockholders

99.1

News Release, issued June19, 2017 (furnished and not
filed for purposes of Item 7.01)

99.2

Investor Presentation, dated as of June19, 2017
(furnished and not filed for purposes of Item 7.01)

99.3

Employee E-mail, dated as of June19, 2017 (furnished
and not filed for purposes of Item 7.01)

*Schedules and exhibits omitted



EQT Corp Exhibit
EX-2.1 2 a17-15395_1ex2d1.htm EX-2.1 Exhibit 2.1   AGREEMENT AND PLAN OF MERGER   among   EQT CORPORATION,…
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About EQT CORPORATION (NYSE:EQT)

EQT Corporation (EQT) is an energy company. The Company operates through two business segments: EQT Production and EQT Midstream. EQT Production is a natural gas producer in the Appalachian Basin with over 10 trillion cubic feet equivalent (Tcfe) of natural gas, natural gas liquid (NGL) and crude oil reserves across approximately 3.4 million acres, including approximately 630,000 gross acres in the Marcellus play. EQT Midstream provides gathering, transmission and storage services for the Company’s produced gas and for the independent third parties across the Appalachian Basin. Its EQT Production segment conducts lateral horizontal and completion drilling in the Appalachian Basin. EQT Production’s properties are located in Pennsylvania, West Virginia, Kentucky and Virginia. EQT Midstream owns or operates approximately 8,250 miles of gathering lines and approximately 180 compressor units, as well as other general property and equipment.

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