SEC Comment Letter for EQT Corp (EQT) (CIK 0000033213) (EQT) — Oct 11, 2017
EQT Corp (EQT) (CIK 0000033213)
Date: Oct. 11, 2017 · CIK: 0000033213 · Accession: 0000000000-17-036016
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-03551
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 11, 2017 Barry Rosenstein Managing Partner JANA Partners LLC 767 Fifth Avenue, 8th Floor New York, New York 10153
Re: EQT Corporation Amendment No. 1 to PRE C14A preliminary proxy statement filing made on Schedule 14A Filed on September 26 , 2017 by JANA Partners LLC File No. 001-03551
Dear M r. Rosenstein ,
We have reviewed your amended filing and have the following comment. Please note that we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending the filing and/or by providing the requested information. After reviewing any amendment to the filing and any information pr ovided in response to this comment, we may have additional comments.
If you do not believe our comment appl ies to your facts and circumstances, and/or do not believe an amendment is appropriate, please tell us why in a written response.
Proposal 1: Share Issuance Proposal
Reasons to Vote Against the Proposed Acquisition
The Rice Acquisition Would Destroy Shareholder Value, page 3
Overstatement of Financial Benefits of the Acquisition, page 3
Refer to the statement under this heading that EQT mana gement “has admitted that these 1. additional synergies may be worth $0,” which you represent, per footnote 5, is supported by EQT management’s own statements provided on the company’s second quarter earnings conference call conducted June 19, 2017. Please a dvise us how your quoted assertion is consistent with the opinion offered by EQT’s CEO on such call regarding additional synergies in which he predicted, “I think you will also conclude that our original estimate of $2.5 billion in synergies is very conser vative, and we expect to be able to exceed that amount by a fair margin.” In addition, please provide us with the factual foundation for the quoted assertion made in your proxy statement, or delete the reference. Refer to Note b. of Rule 14a -9.
Barry Rosenstein JANA Partners LLC October 11, 2017 Page 2
We remi nd you that the participant is responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Jerard Gibson , Attorney -Advisor, at (202) 551 -3473 , H. Roger Schwall, Assistant Director, at (202) 551 -3745 , or me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
October 11, 2017
Barry Rosenstein
Managing Partner
JANA Partners LLC
767 Fifth Avenue, 8th Floor
New York, New York 10153
Re: EQT Corporation
Amendment No. 1 to PRE C14A preliminary proxy statement filing made on
Schedule 14A
Filed on September 26 , 2017 by JANA Partners LLC
File No. 001-03551
Dear M r. Rosenstein ,
We have reviewed your amended filing and have the following comment. Please note that
we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending the filing and/or by providing the requested
information. After reviewing any amendment to the filing and any information pr ovided in response
to this comment, we may have additional comments.
If you do not believe our comment appl ies to your facts and circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.
Proposal 1: Share Issuance Proposal
Reasons to Vote Against the Proposed Acquisition
The Rice Acquisition Would Destroy Shareholder Value, page 3
Overstatement of Financial Benefits of the Acquisition, page 3
Refer to the statement under this heading that EQT mana gement “has admitted that these 1.
additional synergies may be worth $0,” which you represent, per footnote 5, is supported
by EQT management’s own statements provided on the company’s second quarter
earnings conference call conducted June 19, 2017. Please a dvise us how your quoted
assertion is consistent with the opinion offered by EQT’s CEO on such call regarding
additional synergies in which he predicted, “I think you will also conclude that our
original estimate of $2.5 billion in synergies is very conser vative, and we expect to be
able to exceed that amount by a fair margin.” In addition, please provide us with the
factual foundation for the quoted assertion made in your proxy statement, or delete the
reference. Refer to Note b. of Rule 14a -9.
Barry Rosenstein
JANA Partners LLC
October 11, 2017
Page 2
We remi nd you that the participant is responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Jerard Gibson , Attorney -Advisor, at (202) 551 -3473 , H. Roger
Schwall, Assistant Director, at (202) 551 -3745 , or me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions
cc: Marc Weingarten , Esq.
Eleazer Klein, Esq.
Brando n Gold, Esq.
Schulte Roth & Zabel LLP