SEC Company Response from EQT Corp (EQT) (CIK 0000033213) (EQT) — Sep 28, 2017
EQT Corp (EQT) (CIK 0000033213)
Date: Sept. 28, 2017 · CIK: 0000033213 · Accession: 0001104659-17-059748
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-219508
Referenced dates: September 19, 2017
Letter
ADAM M. GOGOLAK September 28, 2017 H. Roger Schwall Assistant Director Office of Natural Resources U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: EQT Corporation Amendment No. 1 to Registration Statement on Form S-4 Filed September 8, 2017 File No. 333-219508
Dear Mr. Schwall:
On behalf of EQT Corporation (“EQT” or the “Company”), we are submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 8, 2017 (the “Registration Statement”) contained in your letter dated September 19, 2017 (the “Comment Letter”).
We note that, in connection with this letter, the Company is filing an amendment to the Registration Statement (“Amendment No. 2”) electronically via the EDGAR system on the date hereof.
We are separately furnishing to the Staff two courtesy copies of Amendment No. 2 marked to show the changes made to the Registration Statement.
For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold and corresponds to the numbered comment contained in the Comment Letter, followed by the Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Registration Statement.
General
1. We note your revised disclosure in response to comment 4. Please supplement to further explain how the board concluded that a more significant, controlling stake as a result of a potential business combination with Company B represented a less attractive alternative for the company. Please also describe in greater detail how Company B’s recently completed transaction with “similar premiums” factored into the Rice Energy board’s determination to proceed with EQT exclusively.
Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 63 of Amendment No. 2.
2. Please also revise to address the two additional potential acquirers that were engaged at this time.
Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 63 of Amendment No. 2.
Opinion of EQT’s Financial Advisor, page 86
EQT Financial Analyses, page 100
Opinion of Rice’s Financial Advisor, page 106
Pro Forma Merger Consequences Analysis, page 125
3. We note that each of Citi and Barclays appeared to evaluate the joint findings of the EQT/Rice Energy management teams regarding the expected costs savings and operational synergies to be captured by the combined businesses. We note further that a Form 8-K filing on July 27, 2017, submitted pursuant to Rule 425, included an EQT presentation that provides a detailed outline of various “Upside Synergy Potential” and assigns specific values to each line item. Please expand your disclosure in this section to include such analyses, including the assumptions relied upon to arrive as such figures. Please also revise to describe more specifically how the fairness evaluations considered these synergy projections. We note the references to the “high potential” and “low potential” operational synergies on page 103 in the section discussing Citi analyses and the fourth bulleted item at the top of page 108 to “the pro forma impact” of Expected Synergies in your discussion of the Barclays analyses.
Response: The Registration Statement has been revised in response to the Staff’s comment in order to provide a specific quantification of EQT management’s synergies estimates made available to Citi and Barclays in connection with their respective financial analyses, which makes clear that the
items included under the heading “Upside Synergy Potential” in the July 27, 2017 Rule 425 filing were not included in the synergy estimates provided to either Citi or Barclays in connection with their financial analyses. Please see pages 82, 103, 104, 105 and 108 of Amendment No. 2.
Unaudited Pro Forma Condensed Combined Financial Statements
Note 2 — Pro Forma Adjustments and Assumptions, page 169
4. We note your response to prior comment 11. Explain in further detail why the pro forma adjustments related to the expected issuance of new senior notes to fund the cash consideration required for the merger and the planned extinguishment of outstanding indebtedness of Rice Energy Inc. are necessary to provide investors with adequate financial information with which to make an investment decision. In addition, as it relates to your planned issuance of senior notes, tell us about the basis for your expectation that longer-term traditional financing can be obtained in a capital markets transaction (e.g., an agreement as to major terms has been reached in principle).
Response: As of the date of this letter, EQT has filed a preliminary prospectus supplement with respect to a proposed issuance of senior notes in connection with the acquisition of Rice, the issuance has priced and EQT has entered into an underwriting agreement with respect thereto. As discussed with the Staff, in light of these recent developments, EQT believes that the senior notes issuance should be reflected in the pro forma financial statements. The Staff is also advised that EQT has revised the applicable disclosures in the Registration Statement in order to reflect the current status of the merger financing. Please see the pro forma financial statements (beginning on page 164) and pages 16 and 128 of Amendment No. 2.
* * * * * *
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1347 or by email at SACohen@wlrk.com or Victor Goldfeld at (212) 403-1005 or by email at VGoldfeld@wlrk.com.
Sincerely,
/s/ Steven A. Cohen
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CORRESP 1 filename1.htm Wachtell, Lipton, Rosen & Katz MARTIN LIPTON HERBERT M. WACHTELL PAUL VIZCARRONDO, JR. PETER C. HEIN HAROLD S. NOVIKOFF THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN MARC WOLINSKY STEVEN A. ROSENBLUM JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH GEORGE T. CONWAY III RALPH M. LEVENE RICHARD G. MASON MICHAEL J. SEGAL DAVID M. SILK ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS JEFFREY M. WINTNER TREVOR S. NORWITZ BEN M. GERMANA ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN A. COHEN DEBORAH L. PAUL DAVID C. KARP RICHARD K. KIM JOSHUA R. CAMMAKER MARK GORDON JOSEPH D. LARSON LAWRENCE S. MAKOW JEANNEMARIE O’BRIEN WAYNE M. CARLIN STEPHEN R. DiPRIMA NICHOLAS G. DEMMO IGOR KIRMAN JONATHAN M. MOSES 51 WEST 52ND STREET T. EIKO STANGE JOHN F. LYNCH WILLIAM SAVITT ERIC M. ROSOF GREGORY E. OSTLING DAVID B. ANDERS ANDREA K. WAHLQUIST ADAM J. SHAPIRO NELSON O. FITTS JOSHUA M. HOLMES DAVID E. SHAPIRO DAMIAN G. DIDDEN IAN BOCZKO MATTHEW M. GUEST DAVID E. KAHAN DAVID K. LAM BENJAMIN M. ROTH JOSHUA A. FELTMAN ELAINE P. GOLIN EMIL A. KLEINHAUS KARESSA L. CAIN RONALD C. CHEN GORDON S. MOODIE DONGJU SONG BRADLEY R. WILSON GRAHAM W. MELI GREGORY E. PESSIN CARRIE M. REILLY MARK F. VEBLEN VICTOR GOLDFELD EDWARD J. LEE BRANDON C. PRICE KEVIN S. SCHWARTZ MICHAEL S. BENN SABASTIAN V. NILES ALISON ZIESKE PREISS TIJANA J. DVORNIC JENNA E. LEVINE RYAN A. McLEOD 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 COUNSEL WILLIAM T. ALLEN DAVID S. NEILL MARTIN J.E. ARMS BERNARD W. NUSSBAUM MICHAEL H. BYOWITZ LAWRENCE B. PEDOWITZ PETER C. CANELLOS ERIC S. ROBINSON DAVID M. EINHORN PATRICIA A. ROBINSON* KENNETH B. FORREST ERIC M. ROTH THEODORE GEWERTZ PAUL K. ROWE RICHARD D. KATCHER DAVID A. SCHWARTZ MEYER G. KOPLOW MICHAEL W. SCHWARTZ DOUGLAS K. MAYER STEPHANIE J. SELIGMAN ROBERT B. MAZUR ELLIOTT V. STEIN MARSHALL L. MILLER WARREN R. STERN PHILIP MINDLIN PATRICIA A. VLAHAKIS ROBERT M. MORGENTHAU AMY R. WOLF * ADMITTED IN THE DISTRICT OF COLUMBIA COUNSEL DAVID M. ADLERSTEIN PAULA N. GORDON AMANDA K. ALLEXON NANCY B. GREENBAUM LOUIS J. BARASH MARK A. KOENIG FRANCO CASTELLI LAUREN M. KOFKE DIANNA CHEN J. AUSTIN LYONS ANDREW J.H. CHEUNG ALICIA C. McCARTHY PAMELA EHRENKRANZ S. CHRISTOPHER SZCZERBAN KATHRYN GETTLES-ATWA JEFFREY A. WATIKER ADAM M. GOGOLAK September 28, 2017 H. Roger Schwall Assistant Director Office of Natural Resources U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: EQT Corporation Amendment No. 1 to Registration Statement on Form S-4 Filed September 8, 2017 File No. 333-219508 Dear Mr. Schwall: On behalf of EQT Corporation (“EQT” or the “Company”), we are submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 8, 2017 (the “Registration Statement”) contained in your letter dated September 19, 2017 (the “Comment Letter”). We note that, in connection with this letter, the Company is filing an amendment to the Registration Statement (“Amendment No. 2”) electronically via the EDGAR system on the date hereof. We are separately furnishing to the Staff two courtesy copies of Amendment No. 2 marked to show the changes made to the Registration Statement. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold and corresponds to the numbered comment contained in the Comment Letter, followed by the Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Registration Statement. General 1. We note your revised disclosure in response to comment 4. Please supplement to further explain how the board concluded that a more significant, controlling stake as a result of a potential business combination with Company B represented a less attractive alternative for the company. Please also describe in greater detail how Company B’s recently completed transaction with “similar premiums” factored into the Rice Energy board’s determination to proceed with EQT exclusively. Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 63 of Amendment No. 2. 2. Please also revise to address the two additional potential acquirers that were engaged at this time. Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 63 of Amendment No. 2. Opinion of EQT’s Financial Advisor, page 86 EQT Financial Analyses, page 100 Opinion of Rice’s Financial Advisor, page 106 Pro Forma Merger Consequences Analysis, page 125 3. We note that each of Citi and Barclays appeared to evaluate the joint findings of the EQT/Rice Energy management teams regarding the expected costs savings and operational synergies to be captured by the combined businesses. We note further that a Form 8-K filing on July 27, 2017, submitted pursuant to Rule 425, included an EQT presentation that provides a detailed outline of various “Upside Synergy Potential” and assigns specific values to each line item. Please expand your disclosure in this section to include such analyses, including the assumptions relied upon to arrive as such figures. Please also revise to describe more specifically how the fairness evaluations considered these synergy projections. We note the references to the “high potential” and “low potential” operational synergies on page 103 in the section discussing Citi analyses and the fourth bulleted item at the top of page 108 to “the pro forma impact” of Expected Synergies in your discussion of the Barclays analyses. Response: The Registration Statement has been revised in response to the Staff’s comment in order to provide a specific quantification of EQT management’s synergies estimates made available to Citi and Barclays in connection with their respective financial analyses, which makes clear that the 2 items included under the heading “Upside Synergy Potential” in the July 27, 2017 Rule 425 filing were not included in the synergy estimates provided to either Citi or Barclays in connection with their financial analyses. Please see pages 82, 103, 104, 105 and 108 of Amendment No. 2. Unaudited Pro Forma Condensed Combined Financial Statements Note 2 — Pro Forma Adjustments and Assumptions, page 169 4. We note your response to prior comment 11. Explain in further detail why the pro forma adjustments related to the expected issuance of new senior notes to fund the cash consideration required for the merger and the planned extinguishment of outstanding indebtedness of Rice Energy Inc. are necessary to provide investors with adequate financial information with which to make an investment decision. In addition, as it relates to your planned issuance of senior notes, tell us about the basis for your expectation that longer-term traditional financing can be obtained in a capital markets transaction (e.g., an agreement as to major terms has been reached in principle). Response: As of the date of this letter, EQT has filed a preliminary prospectus supplement with respect to a proposed issuance of senior notes in connection with the acquisition of Rice, the issuance has priced and EQT has entered into an underwriting agreement with respect thereto. As discussed with the Staff, in light of these recent developments, EQT believes that the senior notes issuance should be reflected in the pro forma financial statements. The Staff is also advised that EQT has revised the applicable disclosures in the Registration Statement in order to reflect the current status of the merger financing. Please see the pro forma financial statements (beginning on page 164) and pages 16 and 128 of Amendment No. 2. * * * * * * 3 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1347 or by email at SACohen@wlrk.com or Victor Goldfeld at (212) 403-1005 or by email at VGoldfeld@wlrk.com. Sincerely, /s/ Steven A. Cohen Steven A. Cohen cc: Lewis B. Gardner, EQT Corporation Victor Goldfeld, Wachtell, Lipton, Rosen & Katz William E. Jordan, Rice Energy Inc. Stephen M. Gill, Vinson & Elkins LLP 4