EQT CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

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Item 1.01. Conclusion of a significant definitive agreement.

As previously announced, the September 20, 2022, EQT Corporation (EQT) has entered into a warranty agreement with RBC Capital Markets, LLC, Mizuho Securities USA LLC and PNC Capital Markets LLCas representatives of the several underwriters named in Schedule 1 hereto, in connection with the offer and sale (the Offer) of $500 million in aggregate principal amount of the 5.678% EQT Senior Notes due 2025 (the 2025 Notes) and $500 million in aggregate principal amount of the 5.700% EQT senior bonds due 2028 (the 2028 bonds and, together with the 2025 bonds, the bonds). The legal opinions relating to the Notes are filed herewith as Exhibits 5.1 and 5.2.

On October 4, 2022, EQT has completed the Offer. The 2025 Notes were issued pursuant to an indenture dated March 18, 2008 (the basic trust indenture), as supplemented by a second supplemental trust indenture, dated June 30, 2008 (the second supplemental trust indenture), and as supplemented by a fourteenth supplemental trust indenture, dated October 4, 2022 (the Fourteenth Supplemental Deed), in each case between EQT (or its predecessor) and The Bank of New York Mellon, as Trustee (the Trustee). The 2028 Bonds were issued pursuant to the Basic Deed, as supplemented by the Second Supplementary Deed, and as supplemented by a Fifteenth Supplementary Deed, dated October 4, 2022 (the Fifteenth Supplemental Deed), between EQT (or its predecessor) and the Trustee.

The 2025 Bonds will mature on October 1, 2025 and accrue interest at the rate of 5.678% per annum. The 2028 Bonds will mature on April 1, 2028 and accrue interest at the rate of 5.700% per annum. Interest on the Notes will be paid semi-annually in arrears on First of April and October 1st of each year, from
April 1, 2023.

The Base Indenture, as supplemented by the Second Supplemental Indenture, the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture (collectively, the Indenture), contains covenants that limit the ability of EQT, among other things and subject to certain material exceptions, to incur certain lien debt and engage in certain sale and leaseback transactions, and limit EQT’s ability to enter into certain consolidations, mergers or non-cash sales or leases of its assets substantially in their entirety to another entity or purchase of another entity’s assets substantially as a whole.

The foregoing descriptions of the Trust Indenture and the Bonds are not complete and are qualified in their entirety by reference to the full text of the Base Trust Indenture, the Second Supplemental Trust Indenture, the Fourteenth Supplemental Trust, in the form of the 2025 Bonds, the Fifteenth Supplemental Indenture and the form of the 2028 Notes, copies of which are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, and are incorporated into this Section 1.01 by reference.

Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set out in Section 1.01 above relating to the Securities and the Indenture is incorporated into this Section 2.03 by reference insofar as it relates to the creation of a direct financial obligation.


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Section 9.01. Financial statements and supporting documents.



(d)    Exhibits



Exhibit No.                                 Description
  4.1           Indenture, dated as of March 18, 2008, between EQT Corporation, as
              successor, and The Bank of New York, as trustee (incorporated by
              reference to Exhibit 4.1 to Form 8-K filed on March 18, 2008).

  4.2           Second Supplemental Indenture, dated as of June 30, 2008, between EQT
              Corporation and The Bank of New York Mellon, as trustee (incorporated by
              reference to Exhibit 4.03(c) to Form 8-K filed on July 1, 2008).

  4.3           Fourteenth Supplemental Indenture, dated as of October 4, 2022,
              between EQT Corporation and The Bank of New York Mellon, as trustee,
              pursuant to which the 2025 Notes were issued.

  4.4           Form of EQT Corporation's 5.678% Senior Notes due 2025 (included in
              Exhibit 4.3 hereto).

  4.5           Fifteenth Supplemental Indenture, dated as of October 4, 2022, between
              EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to
              which the 2028 Notes were issued.

  4.6           Form of EQT Corporation's 5.700% Senior Notes due 2028 (included in
              Exhibit 4.5 hereto).

  5.1           Opinion of Kirkland & Ellis LLP.

  5.2           Opinion of Morgan, Lewis & Bockius LLP.

  23.1          Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).

  23.2          Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2).

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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