SEC Comment Letter for EQT Corp (EQT) (CIK 0000033213) (EQT) — Oct 31, 2017
EQT Corp (EQT) (CIK 0000033213)
Date: Oct. 31, 2017 · CIK: 0000033213 · Accession: 0000000000-17-038521
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 31, 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 2 7, 2017 by JANA Partners LLC et al. File No. 001-03551
Dear M r. Rosenstein ,
We have reviewed the above -captioned 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 r esponse 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 on page three of the slide presentation : “EQT has acknowledged the acquisition is insufficient to achieve its synergy claims, while also continuing to disclose inconsistent and irreconcilable synergy totals.” Please provide us with the factual foundation for the multiple assertions in each clause of the quoted statement. Alternatively, please publish corrective statements in the next communication disseminated to EQT shareholders. See Note b. to Rule 14a -9.
2. Refer to the following statement appearing on page seven of the slide presentation : “EQT’s comments this week only confirm that it cannot achieve 12,000 foot laterals solely as a result of the RICE transaction, and any effort to do so will involve[ ] substantial additional time, expense, and execution risk, even after overpaying for RICE and a massively -diluted issuance of EQT stock.” Please provide us with the factual foundation for the assertion that EQT made comments that, in effect, confirmed the participants’ beliefs as articulated in the balance of the quoted statement. Alternatively , please publish corrective statements in the next communication disseminated to EQT shareholders. See Note b. to Rule 14a -9.
Barry Rosenstein JANA Partners LLC October 31 , 2017 Page 2
3. Rule 14a -6(b), by its terms, requires that the definitive additional soliciting materials be filed with “the Commission no later than the date they are firs t sent or given to security holders.” Advise us why the slides are dated October 26, 2017 and the filing date of the slides under cover of Schedule 14A is October 27, 2017.
We remi nd you that the participant s are responsible for the accuracy and adeq uacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
October 31, 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 2 7, 2017 by JANA Partners LLC et al.
File No. 001-03551
Dear M r. Rosenstein ,
We have reviewed the above -captioned 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 r esponse
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 on page three of the slide presentation : “EQT
has acknowledged the acquisition is insufficient to achieve its synergy claims, while also
continuing to disclose inconsistent and irreconcilable synergy totals.” Please provide us
with the factual foundation for the multiple assertions in each clause of the quoted
statement. Alternatively, please publish corrective statements in the next communication
disseminated to EQT shareholders. See Note b. to Rule 14a -9.
2. Refer to the following statement appearing on page seven of the slide presentation :
“EQT’s comments this week only confirm that it cannot achieve 12,000 foot laterals
solely as a result of the RICE transaction, and any effort to do so will involve[ ]
substantial additional time, expense, and execution risk, even after overpaying for RICE
and a massively -diluted issuance of EQT stock.” Please provide us with the factual
foundation for the assertion that EQT made comments that, in effect, confirmed the
participants’ beliefs as articulated in the balance of the quoted statement. Alternatively ,
please publish corrective statements in the next communication disseminated to EQT
shareholders. See Note b. to Rule 14a -9.
Barry Rosenstein
JANA Partners LLC
October 31 , 2017
Page 2
3. Rule 14a -6(b), by its terms, requires that the definitive additional soliciting materials be
filed with “the Commission no later than the date they are firs t sent or given to security
holders.” Advise us why the slides are dated October 26, 2017 and the filing date of the
slides under cover of Schedule 14A is October 27, 2017.
We remi nd you that the participant s are responsible for the accuracy and adeq uacy of
their disclosures, notwithstanding any review, comments, action or absence 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