SEC Comment Letter for EQT Corp (EQT) (CIK 0000033213) (EQT) — Jun 3, 2019
EQT Corp (EQT) (CIK 0000033213)
Date: June 3, 2019 · CIK: 0000033213 · Accession: 0000000000-19-009265
AI Filing Summary & Sentiment
Reasoning
Letter
June 3, 2019 Victor Goldfeld , Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019
Re: EQT Corporation Definitive Additional Soliciting Materials on Schedule 14A Filed May 30, 2019 File No. 1-03551
Dear M r. Goldfeld :
We have reviewed the filing above containing a screenshot of the web pages appearing on the Company’s w ebsite address at https://VoteGoldForEQT.com and have the following comment.
1. The webpage contains the following statement “Unreasonable, seeking to take control of the entire EQT Board without paying a control premium to other shareholders” (emphasis added). The “Rice Platform,” seeking to reconstitute EQT’s Board, is an exercise of the Rice Group’s right, as shareholders of the Company, to nominate directors for election at the Annual Meeting rather than a purchase of a controlling interest in the Company’s capital stock. In addition, EQT’ s statement that the Rice Team is seeking to take control of the “ entire EQT Board” (emphasis added) is unsupported given that the Rice Team’s slate of seven nominees includes Daniel J. Rice IV, who currently serves on the Board and has been re -nominated f or election by the Company. Please revise the webpage to delete the reference to taking control of the entire board and qualify such statement by noting that control premiums are not commonly associated with exercising a right to nominate directors but ra ther with purchases of a controlling interest in the capital stock of a company.
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We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of a ction by the staff.
Victor Goldfeld , Esq. Wachtell, Lipton, Rosen & Katz June 3, 2019 Page 2
Please contact me at (202) 551 -3444 with any questions.
Sincerely,
/s/ Perry J. Hindin
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June 3, 2019 Victor Goldfeld , Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Re: EQT Corporation Definitive Additional Soliciting Materials on Schedule 14A Filed May 30, 2019 File No. 1-03551 Dear M r. Goldfeld : We have reviewed the filing above containing a screenshot of the web pages appearing on the Company’s w ebsite address at https://VoteGoldForEQT.com and have the following comment. 1. The webpage contains the following statement “Unreasonable, seeking to take control of the entire EQT Board without paying a control premium to other shareholders” (emphasis added). The “Rice Platform,” seeking to reconstitute EQT’s Board, is an exercise of the Rice Group’s right, as shareholders of the Company, to nominate directors for election at the Annual Meeting rather than a purchase of a controlling interest in the Company’s capital stock. In addition, EQT’ s statement that the Rice Team is seeking to take control of the “ entire EQT Board” (emphasis added) is unsupported given that the Rice Team’s slate of seven nominees includes Daniel J. Rice IV, who currently serves on the Board and has been re -nominated f or election by the Company. Please revise the webpage to delete the reference to taking control of the entire board and qualify such statement by noting that control premiums are not commonly associated with exercising a right to nominate directors but ra ther with purchases of a controlling interest in the capital stock of a company. * * * We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of a ction by the staff. Victor Goldfeld , Esq. Wachtell, Lipton, Rosen & Katz June 3, 2019 Page 2 Please contact me at (202) 551 -3444 with any questions. Sincerely, /s/ Perry J. Hindin Perry J. Hindin Special Counsel Office of Mergers and Acquisitions