For Any and All of Its Outstanding 4.875% Senior Notes due 2021
PITTSBURGH, Aug. 5, 2020 /PRNewswire/ -- EQT Corporation (the "Company" or "EQT") (NYSE: EQT) announced today it has commenced a tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding 4.875% Senior Notes due 2021 (the "Notes").
The following table sets forth some of the terms of the Tender Offer:
Title of Notes
4.875% Senior Notes due 2021
(1) Per $1,000 principal amount of Notes accepted for purchase.
(2) Does not include accrued interest, which will be paid in addition to the Consideration.
The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated August 5, 2020 (the "Offer to Purchase") and the related Letter of Transmittal and Notice of Guaranteed Delivery (the "Tender Offer Documents"). The Tender Offer will expire at 5:00 p.m., New York City time, on August 11, 2020, unless extended or earlier terminated by the Company (such time as may be extended, the "Expiration Date").
Holders of Notes who validly tender (and do not validly withdraw) their Notes on or prior to the Expiration Date or pursuant to the guaranteed delivery procedures described in the Tender Offer Documents will be eligible to receive $1,032.50 per $1,000 principal amount of such tendered Notes. In addition, holders of Notes that are validly tendered and accepted for purchase will also receive accrued and unpaid interest to, but not including, the settlement date for the Tender Offer, which is currently expected to be August 12, 2020, the business day following the Expiration Date.
Tendered Notes may be withdrawn at any time prior to the earlier of (i) the Expiration Date and (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer. Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated by that date.
The Company's obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend, terminate or withdraw the Tender Offer, or (iii) otherwise amend the Tender Offer in any respect. The Company will use cash on hand and, if needed, borrowings under its revolving credit facility, to purchase the Notes.
BofA Securities is acting as Dealer Manager for the Tender Offer. The Information Agent and Tender Agent is Global Bondholder Services Corporation.
Copies of the Tender Offer Documents are available at http://www.gbsc-usa.com/EQT or by contacting the Information Agent at (866) 470-4500 (toll-free) or (212) 430-3774 (collect) or email firstname.lastname@example.org. Questions regarding the Tender Offer should be directed to BofA Securities at (980) 388-4370 (collect) or email@example.com.
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
Director, Investor Relations
About EQT Corporation
EQT Corporation is a leading independent natural gas production company with operations focused in the cores of the Marcellus and Utica Shales 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.
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 of 1933, as amended. 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 the Company's plans and expected timing with respect to the 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 available to the Company. 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 the Company's control. The risks and uncertainties that may affect the operations, performance and results of the Company's business and forward-looking statements include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; access to and cost of capital; 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 resources among its strategic opportunities; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, NGLs and oil; cyber security risks; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and water required to execute the Company's exploration and development plans; the ability to obtain environmental and other permits and the timing thereof; government regulation or action; environmental and weather risks, including the possible impacts of climate change; uncertainties related to the severity, magnitude and duration of the COVID-19 pandemic; and disruptions to the Company's business due to acquisitions and other significant transactions. These and other risks are described under Item 1A, "Risk Factors," and elsewhere in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as updated by Part II, Item 1A, "Risk Factors" in the Company's subsequently filed Quarterly Reports on Form 10-Q and other documents the Company 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 the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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SOURCE EQT Corporation