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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 24, 2025

 

EQT CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania   001-3551   25-0464690
(State or other jurisdiction
of incorporation)
  (Commission
 File Number)
  (IRS Employer
Identification No.)

 

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (412) 553-5700

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, no par value   EQT   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 


 

Item 7.01. Regulation FD Disclosure.

 

On March 24, 2025, EQT Corporation (“EQT”) issued a news release, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference, announcing the extension of the expiration date for, and the waiver of a condition to, the previously announced (i) private offers by EQT to eligible holders to exchange (the “Exchange Offers”) any and all outstanding notes (the “Existing EQM Notes”) issued by EQM Midstream Partners, LP (“EQM”), an indirect wholly owned subsidiary of EQT, for up to $4,541,839,000 aggregate principal amount of new notes to be issued by EQT and cash and (ii) in conjunction with the Exchange Offers, consent solicitations by EQM with respect to certain proposed amendments to each of the indentures governing the Existing EQM Notes that, if adopted, would eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently contained in such indentures.

 

The information furnished in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference into 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   News Release, dated March 24, 2025, issued by EQT Corporation.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURES

 

Pursuant 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
     
Date: March 24, 2025 By: /s/ Jeremy T. Knop
  Name: Jeremy T. Knop
  Title: Chief Financial Officer

 

 

 

EX-99.1 2 tm2510078d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

EQT Announces Extension of Expiration Date for Exchange Offers and Consent Solicitations and Waiver of Consent Threshold Condition

 

PITTSBURGH, March 24, 2025 -- EQT Corporation (NYSE: EQT) (“EQT” and, collectively with its consolidated subsidiaries, the “Company”) today announced the extension of the expiration date of the previously announced (i) offers by EQT to Eligible Holders (as defined below) to exchange (each, an “Exchange Offer” and collectively, the “Exchange Offers”) any and all outstanding notes (the “Existing EQM Notes”) issued by EQM Midstream Partners, LP (“EQM”), an indirect wholly owned subsidiary of EQT, for up to $4,541,839,000 aggregate principal amount of new notes to be issued by EQT (the “New Notes”) and cash and (ii) related solicitation of consents (each, a “Consent Solicitation” and collectively, the “Consent Solicitations”) by EQM from Eligible Holders to adopt certain proposed amendments (the “Proposed Amendments”) to each of the indentures governing the Existing EQM Notes (the “Existing EQM Indentures”) that, if adopted, would eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently contained in the Existing EQM Indentures.

 

The expiration date for the Exchange Offers and Consent Solicitations has been extended from 5:00 p.m., New York City time, on March 24, 2025 to 5:00 p.m., New York City time, on March 28, 2025 (such date and time, as may be further extended, the “Expiration Date”). Withdrawal and revocation rights for the Exchange Offers and the Consent Solicitations expired at 5:00 p.m., New York City time, on March 7, 2025 and have not been extended. The settlement date for the Exchange Offers and Consent Solicitations will be promptly following the Expiration Date and is currently expected to be April 2, 2025, the third business day following the Expiration Date.

 

In addition, EQT today announced that it is waiving the condition to the Exchange Offers that EQM receive the requisite number of consents to adopt the Proposed Amendments with respect to all Existing EQM Notes (the “Consent Threshold Condition”). As of 5:00 p.m., New York City time, on March 7, 2025 (the “Early Tender Date”), EQM received the requisite number of consents to adopt the Proposed Amendments with respect to all Existing EQM Notes, except EQM’s 5.500% Senior Notes due 2028.

 

The table below sets forth the principal amount of each series of Existing EQM Notes that have been validly tendered (and consents thereby validly delivered) as of the Early Tender Date. Each Eligible Holder who validly tenders its Existing EQM Notes pursuant to an Exchange Offer is deemed to have validly delivered its consent in the corresponding Consent Solicitation with respect to the principal amount of such tendered Existing EQM Notes. As of 5:00 p.m., New York City time, on March 21, 2025, no additional Existing EQM Notes have been validly tendered (and no additional consents thereby validly delivered). In this news release, all Existing EQM Notes that have been validly tendered and not validly withdrawn are referred to as having been “validly tendered” and all consents that have been validly delivered and not validly revoked as having been “validly delivered.”

 

 


 

 

Title of Notes   CUSIP Number     Principal Amount
Outstanding at
Early Tender Date
    Principal Amount
Tendered at
Early Tender Date
    Approximate Percentage of
Outstanding Notes Tendered at
Early Tender Date
7.500% Senior Notes due 2027   26885BAM2 /
U26886AE8
    $ 500,000,000     $ 495,821,000     99.2%
6.500% Senior Notes due 2027   26885BAH3 /
U26886AB4
    $ 900,000,000     $ 344,890,000         38.3%(1)
5.500% Senior Notes due 2028   26885BAC4     $ 118,683,000     $ 45,214,000     38.1%
4.50% Senior Notes due 2029   26885BAK6 /
U26886AC2
    $ 742,923,000     $ 734,574,000     98.9%
6.375% Senior Notes due 2029   26885BAP5 /
U26886AG3
    $ 600,000,000     $ 596,535,000     99.4%
7.500% Senior Notes due 2030   26885BAN0 /
U26886AF5
    $ 500,000,000     $ 486,914,000     97.4%
4.75% Senior Notes due 2031   26885BAL4 /
U26886AD0
    $ 1,100,000,000     $ 1,087,106,000     98.8%
6.500% Senior Notes due 2048   26885BAE0     $ 80,233,000     $ 66,294,000     82.6%

 

 

(1)   In connection with a tender offer that launched substantially concurrently with the Exchange Offers (the “Concurrent EQM Tender Offer”), on March 12, 2025, EQM purchased $506,209,000 aggregate principal amount of EQM’s 6.500% Senior Notes due 2027 that were validly tendered. As a result, the combined approximate percentage of EQM’s 6.500% Senior Notes due 2027 validly tendered at the Early Tender Date pursuant to the applicable Exchange Offer or the Concurrent EQM Tender Offer is 94.6%.

 

Except as described in this news release with respect to the Expiration Date and the Consent Threshold Condition, all other terms and conditions of the Exchange Offers and Consent Solicitations remain unchanged and are described in the Offering Memorandum and Consent Solicitation Statement, dated February 24, 2025 (as it may be further amended or supplemented from time to time, the “Offering Memorandum and Consent Solicitation Statement”).

 

The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the Offering Memorandum and Consent Solicitation Statement and other related materials will only be made available, to holders of Existing EQM Notes who complete and return an eligibility form confirming, among other things, that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” and outside the United States under Regulation S for purposes of applicable securities laws (such a holder, an “Eligible Holder”). The eligibility form is available electronically at: https://gbsc-usa.com/eligibility/eqm.

 

TD Securities (USA) LLC and J.P. Morgan Securities LLC are severally serving as the Lead Dealer Managers for the Exchange Offers and as the Lead Solicitation Agents for the Consent Solicitations. They are also serving as the Lead Dealer Managers and Lead Solicitation Agents for the Concurrent EQM Tender Offer. Any persons with questions regarding the Exchange Offers or the Consent Solicitations should contact (i) TD Securities (USA) LLC by calling (866) 584-2096 (toll-free) or (212) 827-2842 (collect) or emailing LM@tdsecurities.com or (ii) J.P. Morgan Securities LLC by calling (866) 834-4666 (toll-free) or (212) 834-4818 (collect).

 

The Information Agent and Exchange Agent for the Exchange Offers and the Consent Solicitations is Global Bondholder Services Corporation. Copies of the Offering Memorandum and Consent Solicitation Statement and materials related to the Exchange Offers or Consent Solicitations may be obtained from Global Bondholder Services Corporation by calling (212) 430-3774 (banks and brokers, collect) or (855) 654-2015 (all others, toll-free) or by emailing contact@gbsc-usa.com.

 

This news release is for informational purposes only. The Exchange Offers and the Consent Solicitations are being made only pursuant to the Offering Memorandum and Consent Solicitation Statement, and the information in this news release is qualified by reference to the Offering Memorandum and Consent Solicitation Statement. Further, this news release does not constitute an offer to sell or the solicitation of an offer to buy the Existing EQM Notes, the New Notes or any other securities. No recommendation is made as to whether holders should tender any Existing EQM Notes in response to the Exchange Offers or the Concurrent EQM Tender Offer (and deliver consents in response to the Consent Solicitations). Holders of Existing EQM Notes must make their own decision as to whether to participate in the Exchange Offers and the Consent Solicitations and, if so, the principal amount of Existing EQM Notes to tender.

 

 


 

 

The New Notes offered in the Exchange Offers have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

 

Investor Contact

 

Cameron Horwitz

Managing Director, Investor Relations & Strategy

412.445.8454

Cameron.Horwitz@eqt.com

 

About EQT Corporation

 

EQT Corporation is a premier, vertically integrated American natural gas company with production and midstream operations focused in the Appalachian Basin. We are dedicated to responsibly developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day – trust, teamwork, heart, and evolution are at the center of all we do.

 

Cautionary Statements

 

This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements regarding EQT’s and EQM’s plans and expected timing with respect to the Exchange Offers, the Consent Solicitations and the Concurrent EQM Tender Offer.

 

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by it. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond its control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company’s ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital; the Company’s hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting, storing and processing natural gas, natural gas liquids and oil; operational risks and hazards incidental to the gathering, transmission and storage of natural gas as well as unforeseen interruptions; cyber security risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and pipe, sand and water required to execute the Company’s exploration and development plans, including as a result of inflationary pressures or tariffs; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by the Company or its joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; the Company’s ability to renew or replace expiring gathering, transmission or storage contracts at favorable rates, on a long-term basis or at all; risks relating to the Company’s joint venture arrangements; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; and disruptions to the Company’s business due to recently completed divestitures, acquisitions and other significant strategic transactions. These and other risks and uncertainties are described under the “Risk Factors” section and elsewhere in EQT’s Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents EQT subsequently files from time to time with the Securities and Exchange Commission. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it.

 

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.