RICE ENERGY INC. (NYSE:RICE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Merger Agreement
On June19, 2017, Rice Energy Inc. (Rice) entered into an
Agreement and Plan of Merger (theMerger Agreement) with EQT
Corporation, a Pennsylvania corporation (EQT), and Eagle Merger
Sub I, Inc., a Delaware corporation and indirect wholly owned
subsidiary of EQT (Merger Sub), to which EQT will acquire Rice in
exchange for a combination of shares of EQT common stock, no par
value (EQT Common Stock) and cash. The Merger Agreement provides
that, upon the terms and subject to the conditions set forth
therein,Merger Sub will be merged with and into Rice, with Rice
continuing as the surviving entity and an indirect wholly owned
subsidiary of EQT (theMerger). Immediately after the effective
time of the Merger (the Effective Time), Rice shall be merged
with and into an indirect wholly owned limited liability company
subsidiary of EQT (LLC Sub), with LLC Sub continuing as the
surviving entity in such merger as an indirect wholly owned
subsidiary of EQT.
Under the terms of the Merger Agreement, which has been
unanimously approved by the respective boards of directors of
Rice and EQT, at the Effective Time each share of Rice common
stock, par value $0.01 per share (Rice Common Stock) issued and
outstanding immediately prior to the Merger (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 from EQT (a) 0.37 (the
Exchange Ratio) of a share of EQT Common Stock and (b) $5.30 in
cash, without interest (together, the Merger Consideration). As
of the Effective Time, subject to certain exceptions, outstanding
restricted stock units and performance stock units issued to
Rices Amended and Restated 2014 Long-Term Incentive Plan will be
converted, based on the Exchange Ratio (adjusted in order to
reflect the cash portion of the Merger Consideration), into
restricted stock units settled in shares of EQT Common Stock, and
such as-converted restricted stock units will continue to have,
and will be subject to, the same terms and conditions (including
with respect to vesting) as applied to the corresponding,
pre-conversion
Rice restricted stock units and performance stock units, except
that the performance conditions that were applicable to the Rice
performance stock units will be deemed to be met at the maximum
level prior to conversion into restricted stock units of
EQT.
The completion of
the Merger is subject to satisfaction or waiver of closing
conditions, including (a)the adoption of the Merger Agreement by
Rice stockholders, (b)the approval of the issuance of EQT Common
Stock in connection with the Merger (the EQT Stock Issuance) by
EQT shareholders, (c)the effectiveness of the registration
statement on Form S-4 to be filed by EQT to which the shares of
EQT Common Stock issuable as part of the Merger Consideration are
registered with the Securities and Exchange Commission (the SEC),
(d)the authorization for listing of EQT Common Stock issuable as
part of the Merger Consideration on the New York Stock Exchange,
(e)there being no law or injunction prohibiting the consummation
of the Merger, (f)subject to specified materiality standards, the
accuracy of the representations and warranties of each party,
(g)performance or compliance by each party in all material
respects with its agreements and covenants under the Merger
Agreement, (h)the absence of a material adverse effect on the
respective parties, (i)the receipt of certain tax opinions by EQT
and Rice and (j)other customary conditions such as termination or
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the HSR
Act).
The Merger
Agreement contains customary representations and warranties from
both Rice and EQT, and each party has agreed to customary
covenants, including, among others, covenants relating to (a)the
conduct of its businesses in the ordinary course during the
interim period between the execution of the Merger Agreement and
the Effective Time, (b)the obligation to use reasonable best
efforts to cause the Merger to be consummated and to obtain
expiration or termination of the waiting period under the HSR
Act, subject to certain exceptions, (c)the obligation of Rice to
call a meeting of its stockholders to approve the Merger
Agreement and, subject to certain exceptions, to recommend that
its stockholders approve the Merger Agreement and (d)the
obligation of EQT to call a meeting of its shareholders to
approve the EQT Stock Issuance (the EQT Shareholders Meeting)
and, subject to certain exceptions, to recommend that its
shareholders approve the EQT Stock Issuance.
The Merger
Agreement provides that, during the period from the date of the
Merger Agreement until the Effective Time, each of Rice and EQT
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.
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The Merger
Agreement contains certain termination rights for both Rice and
EQT, including (a)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) and (b)the right of Rice to terminate the
Merger Agreement for a superior proposal following compliance
with certain procedures and payment of a termination fee of
$255,000,000. In certain other specified circumstances, Rice may
be required to pay EQT, or EQT may be required to pay Rice, this
termination fee. 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. In no event will
either party be entitled to receive more than one expense
reimbursement payment and one termination fee. In addition to the
termination fees described above, each party remains liable to
the other for any additional damages if such party commits
intentional fraud or a willful and material breach of any
covenant, agreement or obligation under the Merger
Agreement.
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 Series B Units
of Rice Midstream Holdings LLC, a subsidiary of Rice.
Prior to the
Effective Time, EQT shall take all necessary corporate action so
that Daniel J. Rice IV (the Rice CEO Designee) and Robert F. Vagt
(the Rice Chairman Designee, and together with the Rice CEO
Designee, the New Directors) are appointed to the board of
directors of EQT (the EQT Board) immediately following the
Effective Time. The EQT Board will additionally take all
necessary action to nominate the New Directors for election to
the EQT Board in the proxy statement relating to the first annual
meeting of EQT shareholders following the closing of the Merger
with respect to which such meeting a definitive proxy statement
has not been filed by EQT prior to the closing of the Merger (the
EQT Post-Closing Annual Meeting). In the event that either the
Rice CEO Designee or the Rice Chairman Designee are unable or
unwilling to serve on the EQT Board as of immediately following
the Effective Time, then a substitute will be chosen by EQT from
among the board of directors of Rice (the Rice Board) identified
as independent in Rices definitive proxy statement for its 2017
annual meeting, which substitute member will be deemed a New
Director for purposes of the Merger Agreement.
To facilitate the
appointment of the New Directors to the EQT Board as described
immediately above, prior to the Effective Time, the EQT Board
will (a)approve and declare advisable an amendment to EQTs
Restated Articles of Incorporation providing that the maximum
number of members permitted to serve as directors on the EQT
Board will be increased from twelve to thirteen (the EQT Charter
Amendment) and (b)recommend on the proxy statement distributed to
EQT shareholders in connection with the EQT Shareholders Meeting
that EQT shareholders approve the EQT Charter Amendment. Approval
by EQT shareholders of the EQT Charter Amendment is not a
condition to any obligation of EQT or Rice to complete the
transactions contemplated by the Merger Agreement. If the EQT
Charter Amendment is not approved by the EQT shareholders prior
to the Effective Time, EQT and the EQT Board will be required to
appoint to the EQT Board immediately following the Effective Time
one New Director selected by the Rice Board and to nominate such
New Director for election at the EQT Post-Closing Annual Meeting.
In such case, EQT will include in its proxy statement for the EQT
Post-Closing Annual Meeting a proposal to amend its Restated
Articles of Incorporation in the manner contemplated by the EQT
Charter Amendment in order to permit the other New Director to be
appointed to the EQT Board, which appointment EQT would then
effect as soon as reasonably practicable following approval by
the EQT shareholders of such proposal.
The foregoing
description of the Merger Agreement and the transactions
contemplated thereby in this Current Report on Form8-K is only a summary and
does not purport to be complete and is qualified by reference to
the full text of the Merger Agreement, which is filed as Exhibit
2.1 hereto and incorporated by reference herein.
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Voting
Agreement
On June19, 2017, EQT and 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 Key Rice Stockholders) entered into a Voting
and Support Agreement (the Voting Agreement) with EQT with
respect to the Merger Agreement. The Voting Agreement restricts
the Key Rice Stockholders from selling Rice Common Stock owned by
such Key Rice Stockholders until the earlier of the termination
of the Merger Agreement or the consummation of the Merger, except
that Rice Energy Holdings LLC may distribute its Rice Common
Stock, subject to certain limitations, as required under its
limited liability company agreement. The Voting Agreement
generally requires that each of the Key Rice Stockholders vote or
cause to be voted all Rice Common Stock owned by such Key Rice
Stockholder in favor of the Merger Agreement and against
alternative transactions. The Voting Agreement generally
prohibits the Key Rice Stockholders from soliciting alternative
acquisition proposals.
The Voting Agreement will
terminate upon the earliest to occur of the Effective Time or the
termination of the Merger Agreement to and in compliance with its
terms.
The foregoing description of
the Voting Agreement in this Current Report on Form 8-K is only a summary and does
not purport to be complete and is qualified by reference to the
full text of the Voting Agreement, which is filed as Exhibit 99.1
hereto and incorporated by reference herein.
The Merger Agreement and the
Voting Agreement and the above descriptions have been included to
provide investors and security holders with information regarding
the terms of the Merger Agreement and the Voting Agreement. They
are not intended to provide any other factual information about
Rice, EQT or their respective subsidiaries, affiliates or equity
holders. The representations, warranties and covenants contained
in the Merger Agreement and the Voting Agreement were made only
for purposes of those agreements and as of specific dates; were
solely for the benefit of the respective parties to such
agreements; and may be subject to limitations agreed upon by the
parties, including being qualified by confidential disclosures
made by each party to the other for the purposes of allocating
contractual risk between them that differ from those applicable
to investors. Investors should be aware that the representations,
warranties and covenants or any description thereof may not
reflect the actual state of facts or condition of Rice, EQT or
any of their respective subsidiaries, affiliates, businesses, or
equity holders. Moreover, information concerning the subject
matter of the representations, warranties and covenants may
change after the date of the Merger Agreement and the Voting
Agreement, which subsequent information may or may not be fully
reflected in public disclosures by Rice or EQT. Accordingly,
investors should read the representations and warranties in the
Merger Agreement and the Voting Agreement not in isolation but
only in conjunction with the other information about Rice, EQT
and their respective parents, affiliates and subsidiaries that
the respective companies include in reports, statements and other
filings they make with the SEC.
Item5.01. |
Changes in Control of Registrant. |
The information provided in
Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In connection with the
execution of the Merger Agreement, Rice entered into an Amendment
to Employment Agreement, executed as of June19, 2017 and
effective immediately following the closing of the Merger (the
Employment Agreement Amendments), with each of (a)Daniel J. Rice
IV, Chief Executive Officer, (b)Toby Z. Rice, President and Chief
Operating Officer, (c)Derek A. Rice, Executive Vice President of
Exploration, (d)Grayson T. Lisenby, Senior Vice President and
Chief Financial Officer, (e)James W. Rogers, Senior Vice
President, Chief Accounting and Administrative Officer,
Treasurer, (f)William E. Jordan, Senior Vice President, General
Counsel and Corporate Secretary and (g)Robert R. Wingo, Senior
Vice President of Midstream and Marketing (each an Executive
Officer and collectively, the Executive Officers). The Employment
Agreement Amendments amend terms of the Executive Officers
existing obligations under their respective employment agreements
to refrain from competing with the business of Rice. The
Employment Agreement Amendments provide, among other terms, that
the Executive Officers may not engage in certain competitive
activities with Rice during the time of their employment and for
a period of three years after the end of such employment in any
location within the Appalachian Basin, as defined by the United
States Energy Information Administration.
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Additionally in connection
with the Merger Agreement, Rice entered into a Confidentiality,
Non-Solicitation
and Non-Competition Agreement, executed as of June19, 2017 and
effective immediately following the closing of the Merger (the
Non-Competition
Agreement), with Daniel J. Rice III, a founding member of Rice
and a member of the Rice Board. Under the Non-Competition
Agreement, Daniel J. Rice III is required to keep information
about Rice confidential and is further prohibited from engaging
in certain competitive activities with the business of Rice for a
period of three years following the closing of the Merger in any
location within the Appalachian Basin, as defined by the United
States Energy Information
Administration.
Item7.01 |
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 attached hereto as Exhibit 99.2 and incorporated
by reference herein.
Cautionary Statement
Regarding Forward-Looking
Information
This Current Report on Form
8-K (Form 8-K) may contain certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, Rices
and EQTs 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: 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 EQT
requires to fund the transaction is not obtained; the risk that
regulatory approvals required for the proposed merger are not
obtained or are obtained subject to conditions that are not
anticipated; 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; the ability of EQT to complete the acquisition and
integration of Rice successfully; litigation relating to the
transaction; and other factors that may affect future results of
Rice and EQT.
Additional factors that could
cause results to differ materially from those described above can
be found in Rices Annual Report on Form 10-K for the year ended
December31, 2016 and in its subsequent Quarterly Report on Form
10-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, 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, and in
EQTs Annual Report on Form 10-K for the year ended December31,
2016 and in its subsequent Quarterly Report on Form 10-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.
All forward-looking statements
speak only as of the date they are made and are based on
information available at that time. Neither Rice nor EQT 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
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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 Form S-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 Rice and EQT will be submitted to
Rices stockholders and EQTs shareholders for their consideration.
This Form 8-K 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. STOCKHOLDERS OF RICE AND SHAREHOLDERS OF
EQT 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 Rice and EQT, 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, Rice Energy Inc., 2200 Rice Drive,
Canonsburg, Pennsylvania 15317, Tel. No. (724) 271-7200 or to
Investor Relations, EQT Corporation, EQT Plaza, 625 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3111, Tel. No. (412)
553-5700.
Participants in the
Solicitation
Rice, EQT 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 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 Form 8-K. 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 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, 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 |
| 2.1 |
Agreement and Plan of Merger, dated as of June 19, 2017, among EQT, Merger Sub and Rice.* |
|
| 99.1 |
Voting and Support Agreement, dated as of June 19, 2017, by and among EQT and Rice Energy 2016 Irrevocable Trust, Rice Energy Holdings LLC, Daniel J. Rice III, Daniel J. Rice IV, Derek A. Rice and Toby Z. Rice. |
|
| 99.2 | News Release, issued June19, 2017 | |
|
Schedules have been omitted to Item 601(b)(2) of Regulation S-K. Rice hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. |
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to the requirements of the
Exchange Act, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
| RICE ENERGY INC. | ||||||
| Date: June 19, 2017 | By: |
|
||||
| Daniel J. Rice IV | ||||||
| Director, Chief Executive Officer |
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EXHIBIT
INDEX
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|
|
|
| 2.1 |
Agreement and Plan of Merger, dated as of June 19, 2017, among EQT, Merger Sub and Rice.* |
|
| 99.1 |
Voting and Support Agreement, dated as of June 19, 2017, by and among EQT and Rice Energy 2016 Irrevocable Trust, Rice Energy Holdings LLC, Daniel J. Rice III, Daniel J. Rice IV, Derek A. Rice and Toby Z. Rice. |
|
| 99.2 | News Release, issued June19, 2017 | |
| Schedules have been omitted |
Rice Energy Inc. ExhibitEX-2.1 2 d389620dex21.htm EX-2.1 EX-2.1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER among EQT CORPORATION,…To view the full exhibit click here About RICE ENERGY INC. (NYSE:RICE)
Rice Energy Inc. (Rice Energy) is an independent natural gas and oil company. The Company is engaged in the acquisition, exploration and development of natural gas, oil and natural gas liquids (NGL) properties in the Appalachian Basin. The Company conducts its operations through two segments: Exploration and Production, and Midstream. The Exploration and Production segment is engaged in the acquisition, exploration and development of natural gas, oil and NGLs. The Exploration and Production segment operates in the cores of the Marcellus and Utica Shales. The Company controls approximately 231,000 net acres in the Marcellus and Ohio Utica Shale cores. It operates approximately 1,164 drilling locations. The Midstream segment is engaged in the gathering and compression of natural gas, oil and NGL production of, and in the provision of water services to support the well completion activities of, Rice Energy and third parties.
