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): September 27, 2017
EQT CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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1-3551 |
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25-0464690 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 553-5700
(Registrant’s telephone number, including area code)
NONE
(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 (see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 8.01. Other Events.
EQT Corporation (EQT) is filing this Current Report on Form 8-K to provide certain historical financial information with respect to Rice Energy Inc. (Rice), Vantage Energy LLC and Vantage Energy II, LLC. As previously disclosed in its Current Report on Form 8-K filed on June 19, 2017, EQT entered into an Agreement and Plan of Merger dated as of June 19, 2017 with Rice, providing for the acquisition of Rice by EQT (the Merger).
Included in this Current Report on Form 8-K as Exhibit 99.1 are the audited consolidated financial statements of Rice for the periods described in Item 9.01(a) below, the notes related thereto, the related Report of Independent Registered Public Accounting Firm, each as previously filed by Rice with the Securities and Exchange Commission (SEC). Exhibit 99.1 also includes the information set forth in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Rice’s Annual Report on Form 10-K filed with the SEC on March 1, 2017 (the Rice 2016 FY MD&A).
Included in this Current Report on Form 8-K as Exhibit 99.2 are the unaudited condensed consolidated financial statements of Rice for the periods described in Item 9.01(a) below and the notes related thereto, as previously filed by Rice with the SEC. Exhibit 99.2 also includes the information set forth in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Rice’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2017 (the Rice 2017 Interim MD&A).
Included in this Current Report on Form 8-K as Exhibit 99.3 are the audited consolidated financial statements of Vantage Energy, LLC for the periods described in Item 9.01(a) below, the notes related thereto and the Report of Independent Registered Public Accounting Firm, and included in this filing as Exhibit 99.4 are the unaudited condensed consolidated financial statements of Vantage Energy, LLC for the periods described in Item 9.01(a) below and the notes related thereto, as previously filed with the SEC by Rice.
Included in this filing as Exhibit 99.5 are the audited consolidated financial statements of Vantage Energy II, LLC for the periods described in Item 9.01(a) below, the notes related thereto and the Report of Independent Registered Public Accounting Firm, and included in this filing as Exhibit 99.6 are the unaudited condensed combined financial statements of Vantage Energy II Group for the periods described in Item 9.01(a) below and the notes related thereto, as previously filed with the SEC by Rice.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements
· Audited consolidated financial statements of Rice Energy Inc. and its subsidiaries as of December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016, and the related notes to the consolidated financial statements, included in Exhibit 99.1 hereto.
· Unaudited condensed consolidated financial statements of Rice Energy Inc. and its subsidiaries comprised of the condensed consolidated balance sheets as of December 31, 2016 and June 30, 2017, the related condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016, the related condensed consolidated statements of cash flows and equity for the six months ended June 30, 2017 and 2016 and the related notes to the unaudited condensed consolidated financial statements, included in Exhibit 99.2 hereto.
· Audited consolidated financial statements of Vantage Energy, LLC and its subsidiaries as of December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015, and the related notes to the consolidated financial statements, attached as Exhibit 99.3 hereto.
· Unaudited condensed consolidated financial statements of Vantage Energy, LLC and its subsidiaries comprised of the condensed consolidated balance sheets as of December 31, 2015 and September 30, 2016, the related condensed consolidated statements of operations and cash flows for the nine months ended September 30, 2016 and 2015 and the related notes to the unaudited condensed consolidated financial statements, attached as Exhibit 99.4 hereto.
· Audited consolidated financial statements of Vantage Energy II, LLC and its subsidiaries as of December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015, and the related notes to the consolidated financial statements, attached as Exhibit 99.5 hereto.
· Unaudited condensed combined financial statements of Vantage Energy II Group and its subsidiaries comprised of the condensed combined balance sheets as of December 31, 2015 and September 30, 2016, the related condensed combined statements of operations and cash flows for the nine months ended September 30, 2016 and 2015 and the related notes to the unaudited condensed combined financial statements, attached as Exhibit 99.6 hereto.
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 our acquisition and integration of acquired businesses and assets; the cost of defending our 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 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 preliminary joint proxy statement of EQT and Rice and also constitutes a preliminary prospectus of EQT. The registration statement has not yet become effective. After the registration statement is declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to the shareholders of EQT and the stockholders of Rice. 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 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 preliminary joint proxy statement/prospectus of EQT and Rice filed with the SEC and will be 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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23.1 |
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23.2 |
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23.3 |
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99.1 |
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99.2 |
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99.3 |
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Audited consolidated financial statements of Vantage Energy, LLC. |
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99.4 |
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Unaudited condensed consolidated financial statements of Vantage Energy, LLC. |
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99.5 |
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Audited consolidated financial statements of Vantage Energy II, LLC. |
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99.6 |
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Unaudited condensed combined financial statements of Vantage Energy II Group. |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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23.1 |
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23.2 |
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23.3 |
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99.1 |
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99.2 |
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99.3 |
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Audited consolidated financial statements of Vantage Energy, LLC. |
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99.4 |
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Unaudited condensed consolidated financial statements of Vantage Energy, LLC. |
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99.5 |
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Audited consolidated financial statements of Vantage Energy II, LLC. |
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99.6 |
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Unaudited condensed combined financial statements of Vantage Energy II Group. |
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.
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EQT CORPORATION | |
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Dated: September 27, 2017 |
By: |
/s/ Robert J. McNally |
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Name: |
Robert J. McNally |
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Title: |
Senior Vice President and Chief Financial Officer |