SEC Comment Letter for EQT Corp (EQT) (CIK 0000033213) (EQT) — Oct 19, 2017
EQT Corp (EQT) (CIK 0000033213)
Date: Oct. 19, 2017 · CIK: 0000033213 · Accession: 0000000000-17-037096
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 1 9, 2017 Barry Rosenstein Managing Partner JANA Partners LLC 767 Fifth Avenue, 8th Floor New York, New York 10153
Re: EQT Corporation DFAN 14A definitive additional soliciting materials filed on Schedule 14A Filed on October 16 , 2017 by JANA Partners LLC et al. File No. 001-03551
Dear M r. Rosenstein ,
We have reviewed your filing and have the following comment s. 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 provided 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.
DFAN14A | Definitive Addit ional Soliciting Materials
1. Refer to the following statement appearing with the above -captioned filing: “At the time EQT agreed to acquire Rice, EQT's management compensation policy was to pay management more for increasing drilling production growth, ev en if that growth came through overpriced acquisitions that destroyed stockholder value. Our analysis showed that under this compensation plan, the Rice acquisition would help top EQT management earn $50 million in total additional compensation, even if t he Rice acquisition performs disastrously. After we criticized this compensation policy, EQT announced it would reverse it…”
Please provide us with the factual foundation for the presumption that EQT’s annual incentive plan does not exclude the impact of acquisitions and divestitures over $100 million from the applicable growth measurement. In addition, please provide us with the factual foundation upon which the participants relied to conclude that EQT “reversed” a prior entitlement to the additional compensation and the basis for the $50 million analysis. Alternatively, please publish corrective statements in the next communication disseminated to EQT shareholders.
Barry Rosenstein JANA Partners LLC October 1 9, 2017 Page 2
2. The DFAN14A include s a bullet stating “EQT Has Released Blatantly Decep tive Information to Sell the Overpriced and Value -Destroying Acquisition of Rice to EQT Stockholders” (underline in original). To the extent the participants wish to criticize the proposed transactio n by characterizing EQT’s conduct or the merits of the c ontemplated Rice acquisition, please express such views as an opinion or belief as distinguished from proven fact. In addition, please provide us with the factual foundation for the following terms appearing within several of the bullet points: “Blatantl y Deceptive”; “Value - Destroying”; “Massively Dilute”; and “Massive Waste”. Use of these terms impugns the character, integrity and personal reputation of EQT’s board and management, and/or make charges concerning improper or illegal or conduct, and incorr ectly states that “[o]nly you – the Owners of EQT” – in a reference to shareholders other than the participants, are positioned to “stop” the prospective business combination. JANA, however, is not precluded from pursuing other legal remedies, if any, to challenge the proposed business combination, and notably has not lodged a breach of fiduciary duty claim for the alleged impending “Massive Waste” of shareholder money. To the extent a factual foundation does not exist for the cited inflammatory terms, pl ease publish corrective statements in the next communication disseminated to EQT shareholders.
We remi nd you that the participant s are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absen ce of action by the staff.
You may contact 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 1 9, 2017
Barry Rosenstein
Managing Partner
JANA Partners LLC
767 Fifth Avenue, 8th Floor
New York, New York 10153
Re: EQT Corporation
DFAN 14A definitive additional soliciting materials filed on Schedule 14A
Filed on October 16 , 2017 by JANA Partners LLC et al.
File No. 001-03551
Dear M r. Rosenstein ,
We have reviewed your filing and have the following comment s. 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 provided 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.
DFAN14A | Definitive Addit ional Soliciting Materials
1. Refer to the following statement appearing with the above -captioned filing: “At the time
EQT agreed to acquire Rice, EQT's management compensation policy was to pay
management more for increasing drilling production growth, ev en if that growth came
through overpriced acquisitions that destroyed stockholder value. Our analysis showed
that under this compensation plan, the Rice acquisition would help top EQT management
earn $50 million in total additional compensation, even if t he Rice acquisition performs
disastrously. After we criticized this compensation policy, EQT announced it would
reverse it…”
Please provide us with the factual foundation for the presumption that EQT’s annual
incentive plan does not exclude the impact of acquisitions and divestitures over $100
million from the applicable growth measurement. In addition, please provide us with the
factual foundation upon which the participants relied to conclude that EQT “reversed” a
prior entitlement to the additional compensation and the basis for the $50 million
analysis. Alternatively, please publish corrective statements in the next communication
disseminated to EQT shareholders.
Barry Rosenstein
JANA Partners LLC
October 1 9, 2017
Page 2
2. The DFAN14A include s a bullet stating “EQT Has Released Blatantly Decep tive
Information to Sell the Overpriced and Value -Destroying Acquisition of Rice to EQT
Stockholders” (underline in original). To the extent the participants wish to criticize the
proposed transactio n by characterizing EQT’s conduct or the merits of the c ontemplated
Rice acquisition, please express such views as an opinion or belief as distinguished from
proven fact. In addition, please provide us with the factual foundation for the following
terms appearing within several of the bullet points: “Blatantl y Deceptive”; “Value -
Destroying”; “Massively Dilute”; and “Massive Waste”. Use of these terms impugns the
character, integrity and personal reputation of EQT’s board and management, and/or
make charges concerning improper or illegal or conduct, and incorr ectly states that
“[o]nly you – the Owners of EQT” – in a reference to shareholders other than the
participants, are positioned to “stop” the prospective business combination. JANA,
however, is not precluded from pursuing other legal remedies, if any, to challenge the
proposed business combination, and notably has not lodged a breach of fiduciary duty
claim for the alleged impending “Massive Waste” of shareholder money. To the extent a
factual foundation does not exist for the cited inflammatory terms, pl ease publish
corrective statements in the next communication disseminated to EQT shareholders.
We remi nd you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absen ce of action by the staff.
You may contact 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.
Brandon Gold, Esq.
Schulte Roth & Zabel LLP