EQT Corporation - Consent Solicitation - Launch

EQT Announces Consent Solicitation for Senior Notes due 2028 to Extend Special Mandatory Redemption Outside Date

03 MAY 2023

Full announcement including disclaimers and offer restrictions available via prnewswire (Source: EQT Corporation)

PITTSBURGH, May 3, 2023 /PRNewswire/ -- EQT Corporation (NYSE: EQT) ("EQT") today announced that it has commenced a consent solicitation to amend the indenture (the "Indenture") governing its outstanding 5.700% Senior Notes due 2028 (the "Notes") to extend the Outside Date (as defined below) for the special mandatory redemption provision from June 30, 2023 to December 29, 2023 (the "Consent Solicitation").

The following table sets forth some of the terms of the Consent Solicitation:

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"In October 2022, the Notes were issued to partially fund the cash consideration for EQT's pending acquisition of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC (the "Acquisition"). Under the Indenture, EQT is required to redeem the outstanding Notes at a redemption price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of such mandatory redemption if (i) the Acquisition is not consummated on or before June 30, 2023 (the "Outside Date") or (ii) EQT notifies the trustee of the Notes that it will not pursue the consummation of the Acquisition.

Upon the terms and subject to the conditions described in the consent solicitation statement dated May 3, 2023 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement"), EQT is seeking the Requisite Consents (as defined below) from the holders of the Notes as of the Record Date (as defined below) to amend the Indenture to extend the Outside Date from June 30, 2023 to December 29, 2023 (the "Proposed Amendment"). The extension of the Outside Date to December 29, 2023 would align such date with (i) the date on which the purchase agreement relating to the Acquisition may be terminated by the parties thereto and (ii) the termination date for lender commitments under EQT's term loan credit agreement.

The adoption of the Proposed Amendment will require the consent of holders of a majority of the aggregate principal amount of the Notes as of the Record Date (the "Requisite Consents"). The Acquisition is not conditioned upon the receipt of the Requisite Consents with respect to the Proposed Amendment, and EQT currently believes that it has sufficient funding from cash on hand and commitments under its term loan credit agreement to fund the cash consideration portion of the Acquisition if it is not able to obtain the Requisite Consents."

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