SEC Company Response from EQT Corp (EQT) (CIK 0000033213) (EQT) — Oct 11, 2017
EQT Corp (EQT) (CIK 0000033213)
Date: Oct. 11, 2017 · CIK: 0000033213 · Accession: 0001104659-17-061771
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-219508
Letter
ADAM M. GOGOLAK October 11, 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. 2 to Registration Statement on Form S-4 Filed September 28, 2017 File No. 333-219508
Dear Mr. Schwall:
On behalf of EQT Corporation (the “Company”), we are submitting this letter in response to the verbal comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 28, 2017 (the “Registration Statement”). As discussed with the Staff, this letter confirms that the disclosure under the caption “The Merger—Opinion of Rice’s Financial Advisor—Pro Forma Merger Consequences Analysis” will be revised in the definitive joint proxy statement/prospectus filed after effectiveness of the Registration Statement to reflect the changes submitted to the Staff, which are also set forth below (additions marked with underlining):
Pro Forma Merger Consequences Analysis
Barclays reviewed and analyzed the pro forma impact of the merger, including the Expected Synergies, on projected cash flow per share and NAV per share, respectively. With respect to cash flow per share for Rice and EQT, Barclays reviewed the pro forma impact of these metrics for 2018, 2019 and 2020 using projections provided by management of each of Rice and EQT as well as the pro forma impact on cash flow per share for Rice and EQT for 2018 and 2019 using Wall Street research estimates provided by FactSet, in each case, incorporating the Expected Synergies. Barclays noted that pro forma cash flow per share would be accretive to Rice in 2018 (1.0%) and dilutive to Rice for each of 2019 (-10.9%) and 2020 (-12.4%), respectively, based on projections provided by management, and accretive to Rice in each of 2018 (5.5%) and 2019 (7.2%), respectively, based on Wall Street research estimates provided by FactSet. Barclays also noted that pro forma cash flow per share would be accretive to EQT in each of 2018 (20.8%), 2019 (33.3%) and 2020 (33.0%), respectively, based on projections provided by management, and accretive to EQT in each of 2018 (15.6%) and 2019 (13.0%), respectively, based on Wall Street research estimates provided by FactSet. With respect to NAV per share for Rice and EQT, Barclays also reviewed the pro forma impact of this metric using projections provided by management of each of Rice and EQT as well as Wall Street research consensus NAV per share provided by FactSet, in each case, incorporating the Expected Synergies. Barclays also noted that pro forma NAV per share would be accretive to both Rice (2.9%) and EQT (3.9%), respectively, based on projections provided by management, and dilutive to EQT (-6.3%) and accretive to Rice (28.7%), based on Wall Street research consensus NAV per share provided by FactSet.
* * * * * *
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 DAVID A. KATZ 51 WEST 52ND STREET T. EIKO STANGE RONALD C. CHEN HERBERT M. WACHTELL ILENE KNABLE GOTTS NEW YORK, N.Y. 10019-6150 JOHN F. LYNCH GORDON S. MOODIE PAUL VIZCARRONDO, JR. JEFFREY M. WINTNER TELEPHONE: (212) 403 -1000 WILLIAM SAVITT DONGJU SONG PETER C. HEIN TREVOR S. NORWITZ FACSIMILE: (212) 403 -2000 ERIC M. ROSOF BRADLEY R. WILSON HAROLD S. NOVIKOFF BEN M. GERMANA GREGORY E. OSTLING GRAHAM W. MELI THEODORE N. MIRVIS ANDREW J. NUSSBAUM GEORGE A. KATZ (1965-1989) DAVID B. ANDERS GREGORY E. PESSIN EDWARD D. HERLIHY RACHELLE SILVERBERG JAMES H. FOGELSON (1967-1991) ANDREA K. WAHLQUIST CARRIE M. REILLY DANIEL A. NEFF STEVEN A. COHEN LEONARD M. ROSEN (1965-2014) ADAM J. SHAPIRO MARK F. VEBLEN ANDREW R. BROWNSTEIN DEBORAH L. PAUL NELSON O. FITTS VICTOR GOLDFELD MARC WOLINSKY DAVID C. KARP OF COUNSEL JOSHUA M. HOLMES EDWARD J. LEE STEVEN A. ROSENBLUM RICHARD K. KIM DAVID E. SHAPIRO BRANDON C. PRICE JOHN F. SAVARESE JOSHUA R. CAMMAKER WILLIAM T. ALLEN DAVID S. NEILL DAMIAN G. DIDDEN KEVIN S. SCHWARTZ SCOTT K. CHARLES MARK GORDON MARTIN J.E. ARMS BERNARD W. NUSSBAUM IAN BOCZKO MICHAEL S. BENN JODI J. SCHWARTZ JOSEPH D. LARSON MICHAEL H. BYOWITZ LAWRENCE B. PEDOWITZ MATTHEW M. GUEST SABASTIAN V. NILES ADAM O. EMMERICH LAWRENCE S. MAKOW PETER C. CANELLOS ERIC S. ROBINSON DAVID E. KAHAN ALISON ZIESKE PREISS GEORGE T. CONWAY III JEANNEMARIE O’BRIEN DAVID M. EINHORN PATRICIA A. ROBINSON* DAVID K. LAM TIJANA J. DVORNIC RALPH M. LEVENE WAYNE M. CARLIN KENNETH B. FORREST ERIC M. ROTH BENJAMIN M. ROTH JENNA E. LEVINE RICHARD G. MASON STEPHEN R. DiPRIMA THEODORE GEWERTZ PAUL K. ROWE JOSHUA A. FELTMAN RYAN A. McLEOD MICHAEL J. SEGAL NICHOLAS G. DEMMO RICHARD D. KATCHER DAVID A. SCHWARTZ ELAINE P. GOLIN DAVID M. SILK IGOR KIRMAN MEYER G. KOPLOW MICHAEL W. SCHWARTZ EMIL A. KLEINHAUS ROBIN PANOVKA JONATHAN M. MOSES DOUGLAS K. MAYER STEPHANIE J. SELIGMAN KARESSA L. CAIN 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 October 11, 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. 2 to Registration Statement on Form S-4 Filed September 28, 2017 File No. 333-219508 Dear Mr. Schwall: On behalf of EQT Corporation (the “Company”), we are submitting this letter in response to the verbal comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 28, 2017 (the “Registration Statement”). As discussed with the Staff, this letter confirms that the disclosure under the caption “The Merger—Opinion of Rice’s Financial Advisor—Pro Forma Merger Consequences Analysis” will be revised in the definitive joint proxy statement/prospectus filed after effectiveness of the Registration Statement to reflect the changes submitted to the Staff, which are also set forth below (additions marked with underlining): Pro Forma Merger Consequences Analysis Barclays reviewed and analyzed the pro forma impact of the merger, including the Expected Synergies, on projected cash flow per share and NAV per share, respectively. With respect to cash flow per share for Rice and EQT, Barclays reviewed the pro forma impact of these metrics for 2018, 2019 and 2020 using projections provided by management of each of Rice and EQT as well as the pro forma impact on cash flow per share for Rice and EQT for 2018 and 2019 using Wall Street research estimates provided by FactSet, in each case, incorporating the Expected Synergies. Barclays noted that pro forma cash flow per share would be accretive to Rice in 2018 (1.0%) and dilutive to Rice for each of 2019 (-10.9%) and 2020 (-12.4%), respectively, based on projections provided by management, and accretive to Rice in each of 2018 (5.5%) and 2019 (7.2%), respectively, based on Wall Street research estimates provided by FactSet. Barclays also noted that pro forma cash flow per share would be accretive to EQT in each of 2018 (20.8%), 2019 (33.3%) and 2020 (33.0%), respectively, based on projections provided by management, and accretive to EQT in each of 2018 (15.6%) and 2019 (13.0%), respectively, based on Wall Street research estimates provided by FactSet. With respect to NAV per share for Rice and EQT, Barclays also reviewed the pro forma impact of this metric using projections provided by management of each of Rice and EQT as well as Wall Street research consensus NAV per share provided by FactSet, in each case, incorporating the Expected Synergies. Barclays also noted that pro forma NAV per share would be accretive to both Rice (2.9%) and EQT (3.9%), respectively, based on projections provided by management, and dilutive to EQT (-6.3%) and accretive to Rice (28.7%), based on Wall Street research consensus NAV per share provided by FactSet. * * * * * * 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 2