SecProbe.io

November 1, 2017
Nicholas P. Pano s
Senior Special Counsel
Office of Mergers & Acquisitions
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: EQT Corporation
Form 425 submissions
Filed on October 26, 2017 and October 30, 2017
File No. 001-03551
Dear Mr. Panos,
On behalf of EQT Corporation (“EQT” or the “Company”), we are subm itting this letter in response to comments from the staff (the  “Staff”) of the Securities
and Exchange Commission (the “Commission”) regarding the Company’s Form 425 submissions filed with the Commission on October 26 , 2017 and
October 30, 2017 contained in your letter dated October 30, 2017 (the “Comment Letter”).
For the Staff’s convenience, the text of the Staff’s comments ar e set forth below in bold and correspond to the numbered commen ts contained in the Comment
Letter, followed by the Company’s response.Wachtell, Li pton, Rosen & Katz
MARTIN LIPTON
HERBERT M. WACHTELLPAUL VIZCARRONDO, JR.PETER C. HEINHAROLD S. NOVIKOFFTHEODORE N. MIRVIS
EDWARD D. HERLIHY
DANIEL A. NEFFANDREW R. BROWNSTEIN
MARC WOLINSKY
STEVEN A. ROSENBLUMJOHN F. SAVARESE
SCOTT K. CHARLES
JODI J. SCHWARTZADAM O. EMMERICHGEORGE T. CONWAY III
RALPH M. LEVENE
RICHARD G. MASONMICHAEL J. SEGAL
DAVID M. SILK
ROBIN PANOVKADAVID A. KAT
Z
ILENE KNABLE GOTT S
JEFFREY M. WINTNER
TREVOR S. NORWIT Z
BEN M. GERMAN A
ANDREW J. NUSSBAUM
RACHELLE SILVERBER G
STEVEN A. COHE N
DEBORAH L. PAU L
DAVID C. KARPRICHARD K. KIM
JOSHUA R. CAMMAKER
MARK GORDO
N
JOSEPH D. LARSO N
LAWRENCE S. MAKOWJEANNEMARIE O’BRIEN
WAYNE M. CARLI
N
STEPHEN R. DiPRIM A
NICHOLAS G. DEMMO
IGOR KIRMA N
JONATHAN M. MOSE S51 WEST 52ND STREE T
NEW YORK, N.Y. 10019-6150
TELEPHONE:       (212) 403 -1000
FACSIMILE:         (212) 403 -2000
GEORGE A. KATZ (1965-1989)
JAMES H. FOGELSON (1967-1991)
LEONARD M. ROSEN (1965-2014)
OF COUNSE LT. EIKO STANG E
JOHN F. LYNCH
WILLIAM SAVITTERIC M. ROSO
F
GREGORY E. OSTLIN G
DAVID B. ANDER S
ANDREA K. WAHLQUIST
ADAM J. SHAPIRO
NELSON O. FITT S
JOSHUA M. HOLME S
DAVID E. SHAPIRODAMIAN G. DIDDE
N
IAN BOCZKOMATTHEW M. GUEST
DAVID E. KAHA
N
DAVID K. LAM
BENJAMIN M. ROTH
JOSHUA A. FELTMA N
ELAINE P. GOLI N
EMIL A. KLEINHAU S
KARESSA L. CAI NRONALD C. CHE N
GORDON S. MOODI E
DONGJU SON G
BRADLEY R. WILSO N
GRAHAM W. MEL I
GREGORY E. PESSI N
CARRIE M. REILL Y
MARK F. VEBLE N
VICTOR GOLDFELD
EDWARD J. LE E
BRANDON C. PRIC E
KEVIN S. SCHWART Z
MICHAEL S. BEN N
SABASTIAN V. NILE S
ALISON ZIESKE PREIS S
TIJANA J. DVORNI C
JENNA E. LEVIN E
RYAN A. McLEODWILLIAM T. ALLEN
MARTIN J.E. ARMS
MICHAEL H. BYOWITZPETER C. CANELLOS
DAVID M. EINHORN
KENNETH B. FORRESTTHEODORE GEWERTZRICHARD D. KATCHER
MEYER G. KOPLOW
DOUGLAS K. MAYERROBERT B. MAZUR
MARSHALL L. MILLER
PHILIP MINDLIN
ROBERT M. MORGENTHAUDAVID S. NEIL
L
BERNARD W. NUSSBAUM
LAWRENCE B. PEDOWIT Z
ERIC S. ROBINSO N
PATRICI A A. ROBINSON*
ERIC M. ROTH
PAUL K. ROW E
DAVID A. SCHWART Z
MICHAEL W. SCHWART Z
STEPHANIE J. SELIGMA N
ELLIOTT V. STEI N
WARREN R. STER N
PATRICIA A. VLAHAKI S
AMY R. WOL F
* ADMITTED IN THE DISTRICT OF COLUMBIA
COUNSE L
DAVID M. ADLERSTEI N PAULA N. GORDO N
AMANDA K. ALLEXO N NANCY B. GREENBAUM
LOUIS J. BARASH MARK A. KOENI G
FRANCO CASTELL I LAUREN M. KOFK E
DIANNA CHE N J. AUSTIN LYON S
ANDREW J.H. CHEUN G ALICIA C. McCARTH Y
PAMELA EHRENKRAN Z S. CHRISTOPHER SZCZERBA N
KATHRYN GETTLE S-ATW A JEFFREY A. WATIKER
ADAM M. GOGOLAKPage 1 of 28
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Form 425 filed on October 26, 2017 | Corrected Transcript
1.   Refer to the following statement appearing on page five  of the corrected transcript: “Es tablishing a dominant footprint of  highly contiguous
acreage that allows for sustained long lateral development is a real competitive advantage.  Our competitors [ ] can’t replicat e an acreage position
that supports 12,000 foot laterals in the core of the Marcellus.” Pl ease provide us with the factual foundation for the multiple  assertions in each of the
quoted statements.  For example, please provide us with the support for the claim that the footprint will be “dominant,” that th e acreage is “highly
contiguous,” and that the acreage will support 12,000 foot laterals at a cost that will enable EQT to sustain a “real competitiv e advantage.”
Alternatively, please publish corrective statements in the next communication disseminated to EQT shareholders.  Refer to Note b. to Rule 14a-9.
Response : At the outset, we respectfully advise the Staff that Company management are experts in their field and that their assertions are based on their
extensive experience with drilling in the core of the Marcellus.   Furthermore, the Company has disclosed information, and there  is significant additional
information in the public dom ain, that supports these statements.  For example,  as described on page 15 of the corrected transc ript, EQT will control 212,000
of the 370,000 acres in Greene County after the transaction; the extent of EQT’s presence in the county supports the statement that the transaction will
establish a dominant footprint of highly contiguous acreage.  The fact that Rice and EQT acreage are not 100% contiguous does n ot mean they are not highly
contiguous as understood within the industry; it is standard industry practice, as acknowledged by industry analysts, to manage  any non-contiguous acreage
requirements through well path adjustments, smaller bolt-on acqui sitions, and tactical fill-ins, all of which are part of EQT’s  previously disclosed current
development plan at an estimated cost of up to $200 million annually.(1)  In addition, EQT has previously disclosed maps showin g the significant contiguity o f
the EQT and Rice acreage,(2) and at least one  similar map (based not only on EQT sour ces but also on third -party information) h as been disclosed in an
analyst report.(3)
EQT has also provided detailed information to investors regarding the process by which enhanced acreage contiguity  facilitates longer laterals which in turn
leads to lower development costs. This supports the view that a position facilitating 12,000 foot laterals in the Marcellus wou ld provide a real competitive
advantage in the natural gas production business, which is a co mmodity business that is criticall y dependent on the ability to operate at a low cost.(4) EQT
notes that expanding lateral lengths is a key focus of many other industry participants , the cost advantage that accrues from l onger laterals is well-understood
in the industry,(5) and to EQT’s knowledge none of its competit ors are currently achieving, or projecting to achieve, average l ateral lengths of 12,000 feet in
the Marcellus.
(1)  For the Staff’s reference, we are enclosing with this letter as Annexes A and B, respectively, two analyst reports (pp. 7- 8 of Cowen — A Certain Point of
View  (October 10, 2017), and RBC Capital Markets — EQT-Urging a “Yes” Vote for the RICE Transaction” ) providing additional support and background
(from independent third parties) demonstrating that EQT’s acquisition strategy is customary.
(2)  See, e.g., the map on slide 24 of EQT’s investor presentati on filed on Form 425 on October 23, 2017 (The “October 23 Prese ntation”).
(3)  See the map from the July 20, 2017 J.P. Morgan report attached as Annex C.
(4)  See, e.g., slide 14 of the October 23 Presentation (illustrati ng the improvement in the after-tax internal rate of return from wells with longer lateral lengths)
and slide 26 of the October 23 Presentation (indicating the proces s by which building longer laterals in Appalachia improves EQ T’s development costs per
foot).
(5)  See, e.g., management comments made on the second quarte r 2017 earnings conference call of Range Resources Corporation (“O ne big driver of capital
efficiency is our lateral lengths…These longer laterals increase th e cycle time slightly as we make the transition, but they re ally set us up well heading into
2018.”) and the second quarter 2017 earnings conference call of Antero Resources Corporation (“The ability to outperform our pr oduction forecasts and drive
down F&D costs is a testament to the efficienci es we’ve been able to achieve through dri lling these longer laterals and improvi ng drilling and completion
times, as well as the impact of advanced completions.”).Page 2 of 28
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Form 425 filed on October 30, 2017 | Proxy Advisory Firm ISS Recommends [  ]
2.   Refer to the following statement:  “We [ ] look forward to  closing the [proposed Rice] transaction shortly following appro val by our shareholders
on November 9, 2017.” EQT’s statement, in effect, opines on the final result of the solicitation by  presuming the voting outcome  is a foregone
conclusion.  Please provide us with the factual foundation for this assertion.  Alternatively, please publish a corrective stat ement in the next
communication disseminated to EQT shareholders.  See Note d. to Rule 14a-9.
Response :  We respectfully advise the Staff that we  believe the referenced stat ement is not misleading w ithin the meaning of Rule 14a-9 , particularly based on
the facts and circumstances here.  The full sentence states: “We remain confident that the Rice transaction is in the best inte rest of all shareholders and look
forward to closing the transaction shortly fo llowing approval by our shareholders on N ovember 9, 2017.” The fact that this sente nce begins with an assertion
that the Company “remain[s] confident that the Rice transaction is in the best interest of all shareholders” provides important context for the rest of the
sentence.  As a whole, this is a statement about the Company’s confidence that the Rice transaction is in the best interests of  shareholders and its positive
anticipation that the closing will not be delayed.  That confidence in the benefici al nature of the transa ction is the reason t hat the Company “look[s] forward to
closing the transaction”; the reference to shareholder approval mer ely conveys the timing of when the Company expects closing w ill occur.  It is common for
companies to make statements that they look forward to closing a transaction shortly after shareholder approval(6); such statem ents are not inherently
misleading claims regarding the results of a solicitation, any more than the typical practice of stating that a company expects  a transaction to occur in a
particular quarter, even when that tran saction is subject to shareholder approval.
Furthermore, while we do not believe that this statement is properly viewed as a claim rega rding the results of a solicitation,  even if it were so viewed, we
believe that there would be adequate factual foundation for such a statement and therefore it is not misleading.  At the time t he Company made the statement, it
knew that there was widespread support for the transaction based on observed market data, its extensive conversations with shar eholders and the positive
recommendation from ISS (a view that has only been bolstered by s ubsequent developments, including that (i) EQT’s financial adv isor has informed EQT that,
based on the closing prices of EQT and Rice as of October 31, 2 017, the market-implied probability of the transaction closing i s approximately 99%, (ii) D. E.
Shaw & Co., L.P., a holder of approximately 4% of the Company’s shares that previously had publicly criticized the Company, iss ued a public letter to EQT’s
board of directors stating that it will vote for the transaction, (iii) the other two major proxy advisory firms, Glass Lewis a nd Egan-Jones, have also
recommended in favor of the transaction and (iv) JANA Partners LLC, which has been soliciting agai nst the transaction, reported ly stated in its quarterly letter
to investors that “[w]e feel like we may lose the battle over Rice”).
All this said, the Company acknowledges its obligations under Rule 14a-9 and confirms th at it will not make any statements rega rding the upcoming
shareholder vote that are misleading within the meaning of the rule.
* * * * *
We hope that the foregoing has been responsive to th e Staff’s comments. If you have any questions or
(6)  See, e.g., Form 425 filed by Ensco PLC on July 28, 2017 (“ And following Ensco and Atwood shareholders meet ings to approve the transaction, we expect
to close later this quarter ”); Form 425 filed by Nabors Industries Ltd. on February 17, 2015 ( “At this time, we anticipate that we will close this transaction
during the week of March, 23, 2015, following approval by C&J stockholders” ); and Form 8-K/425 filed by Auxilium  Pharmaceuticals, Inc. on December 11,
2014 (“ Endo and Auxilium currently expect to complete the proposed Merger  promptly following approval by the Auxilium stockholders, su bject to customary
closing conditions” ).Page 3 of 28
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comments regarding the foregoing, please do  not hesitate to contact me at (212) 403-1005  or by email at VGoldfeld@wlrk.com or S teven A. Cohen at (212)
403-1347 or by email at SACohen@wlrk.com.
cc: Lewis B. Gardner, EQT Corporation
Steven A. Cohen, Esq. Wachtell, Lipton, Rosen & KatzSincerely ,
/s/ Victor Goldfel d
Victor Goldfel dPage 4 of 28
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Annex A –Cowen Report Excerp t Page 5 of 28
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Equity Research Industry Update October 10, 2017 A Certain Point of View  Oil & Gas Exploration & Production: Exploration & Pro duction The Cowen Insight We see the EQT/RICE merger as an important step to maximize the future sum of the parts valuation. A midstream spin is more complicated than investors believe which we discuss in detail below, though ultimately produces the grea test value. We believe that the point of view you take on commodity price results in a different outcome, but we believe our $5 0/$3 price deck is best for this analysis. Charles Robertson II, CFA 646.562.1411 charles.robertson@cowen.com Adam Meyers 646.5 62.1325 adam.meyers@cowen.com Kathy Yang 646.562.1382 kathy.yang@cowen.com Hieu Pham, CFA 646.562.1304 hieu.pham@cowen.com Find ing Clarity in a Myriad of Views EQT/RICE deal and spin complexity provides ample ground for diverse views depending on your po int of view. Our proprietary analysis shows a post-merger EQT sum of the parts valuation at $86/sh using a $50 WTI/$3 Henry Hub  price deck. We estimate that the deal provides $2.2B in synergies (less than EQT's estimate, but greater than JANA's view). Th e strategic value of acquiring RICE is almost universally accepted by investors and industry peers. Our Views on Key Points:  M erger Makes Sense at Current Natural Gas Strip: Only at a higher $3.50+/ Mcf long-term price deck would the merger not be benef icial to EQT in our view.  Gross Locations Provide Strong Inventory in Greene/Washington County: We estimate up to 1,100
locations in Greene/Washington County locations based on our proprietary analysis described below which references state data a nd industry trends.  Separation Is Ultimately Required to Unlock Sum of the Parts Value: While we do see the Sum-of-the-Parts d iscount requiring a spin to unlock the value of both segments, we don't understand the push by investors to have the company pa y up to a $600MM tax bill by accelerating the process. Our preference would be to utilize that capital to strengthen EQT E&P po st-spin, allowing for additional acquisitions, increased dividend, and/or other value enhancing options for investors. CAUTION:  Spinoff Is More Complex Than The Market Perceives (See Pages 4-5) The separation of EQT's core