Diversified Gas & Oil Corporation signed a non-binding letter of intent to acquire gas and oil producing assets in the Appalachian Basin from EQT Corporation (NYSE:EQT) for approximately $580 million on June 14, 2018. Diversified Gas & Oil entered into an agreement to acquire gas and oil producing assets in the Appalachian Basin of EQT Corporation on June 28, 2018. The consideration will be paid in cash. A deposit of $57.5 million has been paid and the balance of $517.5 million is to be satisfied in cash at completion conditional on, inter alia, shareholder approval. Diversified Gas & Oil is not acquiring the rights to the deeper unconventional horizons in the acquired acreage. The consideration will be met from a new debt facility of $1 billion with an initial borrowing base of $600 million, of which the Diversified Gas & Oil will draw approximately $376 million for the acquisition. In addition, Diversified Gas & Oil is proposing to undertake a placing of new ordinary shares to raise up to $225 million. As on June 27, 2018, Diversified Gas & Oil arranged a five year, senior secured credit facility of up to $1 billion from Key Bank National Association and a syndicate of lenders. It is intended that up to $600 million will be available to be drawn down at completion to fund the acquisition. Diversified Gas & Oil will be funding the acquisition by placing of new ordinary shares to raise proceeds of $240 million, net of placing costs. As of June 29, 2018, the transaction has been funded through an extension to its existing loan facility and a placing to raise $250 million.
As of December 21, 2017, the total revenue for assets was $253.6 million and operating profit was $129.7 million. Post Completion, the Directors expect that Diversified Gas & Oil will employ approximately a further 250 employees of EQT Corporation. There are no proposed changes to the structure of the Board as a result of the transaction. The transaction is subject to approval by shareholders of Diversified Gas & Oil. The transaction is expected to complete by July 31, 2018. as on July 16, 2018 the expected closing date will be July 18, 2018. The acquisition is expected to be immediately accretive to cash and earnings. The pro forma uplift in 2017 EBITDA is estimated to be approximately 289%.
Russell Cook, Katy Birkin and Ben Jeynes of Smith & Williamson Corporate Finance Limited acted as financial advisors for Diversified Gas & Oil PLC. Peter Krens and Edward Haig-Thomas of Mirabaud Securities Limited and Callum Stewart, Nicholas Rhodes and Ashton Clanfield of Stifel Nicolaus Europe Limited acted as Joint Broker for Diversified Gas & Oil PLC. Sameer Parasnis, Chris Gibson, Chris Steddum, Jerome Grisko, David Spilkin, and Ryan Ward of Stifel, Nicolaus & Company, Incorporated acted as financial advisors for Diversified Gas & Oil PLC. RBC Richardson Barr acted as financial advisor for EQT Corporation. Martin Thomas, Edward Craft, Kam Lally, Alex Green and Omar Amin of Wedlake Bell LLP acted as legal advisors for Diversified Gas & Oil PLC. Crowe LLP acted as accountant in the transaction. Fieldfisher LLP.acted as legal advisors for Smith & Williamson Corporate Finance Limited. Ben Romney, Chris Judd and Henry Wilson of Buchanan acted as Financial Public Relations for Diversified Gas & Oil PLC.