Item 1.01 Entry into a Material Definitive Agreement.
Upon consummation of the Acquisition, pursuant to the terms of the Purchase
Agreement, the Company and certain direct and indirect equityholders of Alta
Resources or their designees (together with their permitted assignees, the "Alta
RRA Holders") entered into that certain Registration Rights Agreement, dated as
of
In connection with entering into the Registration Rights Agreement, the Company
also entered into a lockup agreement with each of the Alta RRA Holders
(collectively, the "Lockup Agreements"), pursuant to which, among other things,
each Alta RRA Holder agreed not to sell its portion of the Stock Consideration
(as defined below) during the 180 days following the closing of the
Acquisition; provided, however, that (i) the Alta RRA Holders may sell up to 25%
of the
The foregoing description of the Registration Rights Agreement and the Lockup Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement (including the form of Lockup Agreement), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into
this Item 2.01 by reference. As a result of the Acquisition and on the terms and
pursuant to the conditions contained in the Purchase Agreement, on
Pursuant to the Purchase Agreement, the consideration to be paid to Alta
Resources for the Acquisition consists of
The foregoing description of the Acquisition and the Purchase Agreement and the
transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, reference to the Purchase Agreement, which
was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
Item 3.02. Unregistered Sales of
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The Issuance was completed in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The audited consolidated financial statements of Alta Resources and its
subsidiaries as of
The unaudited condensed consolidated financial statements of Alta Resources and
its subsidiaries as of
(b) Pro forma financial information
The unaudited pro forma condensed combined balance sheet of the Company and its
subsidiaries as of
3 (d) Exhibits Exhibit No. Description
10.1 Registration Rights Agreement, dated as ofJuly 21, 2021 , by and amongEQT Corporation and certain security holders thereof parties thereto, and Form of Lock-Up Agreement. 23.1 Consent ofMoss Adams LLP . 23.2 Consent ofNetherland, Sewell & Associates, Inc. 99.1 Audited consolidated financial statements of Alta ResourcesDevelopment, LLC and its subsidiaries as ofJune 30, 2020 and 2019, and for each of the three years in the period endedJune 30, 2020 , and the notes related thereto. 99.2 Unaudited condensed consolidated financial statements of AltaResources Development, LLC and its subsidiaries as ofMarch 31, 2021 and for the nine months endedMarch 31, 2021 and 2020, and the notes related thereto. 99.3 Unaudited pro forma condensed combined balance sheet ofEQT Corporation and its subsidiaries as ofMarch 31, 2021 and unaudited pro forma condensed combined statements of operations ofEQT Corporation and its subsidiaries for the three months endedMarch 31, 2021 and the year endedDecember 31, 2020 , and the notes related thereto. 99.4 Reserves report prepared byNetherland, Sewell & Associates, Inc. , datedMay 3, 2021 , with respect to estimates of reserves and future revenue ofAlta Marcellus Development, LLC as ofJune 30, 2020 . 99.5 Audit letter prepared byNetherland, Sewell & Associates, Inc. , datedMay 5, 2021 , with respect to estimates of reserves and future revenue ofAlta Marcellus Development, LLC as ofDecember 31, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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