Item 1.01. Entry into a Material Definitive Agreement.

On October 27, 2020, EQT Corporation (EQT) entered into an Underwriting Agreement (the Underwriting Agreement) with Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives of the underwriters listed in Schedule 1 thereto (the Underwriters), relating to the offer and sale (the Offering) of 20,000,000 shares (the Firm Shares) of EQT's common stock, no par value (the Common Stock), by EQT at a price to the public of $15.50 per share ($14.84125 per share net of underwriting discounts and commissions). Pursuant to the Underwriting Agreement, EQT granted the Underwriters a 30-day option to purchase up to an aggregate of 3,000,000 additional shares of Common Stock (such shares together with the Firm Shares, the Shares). A legal opinion related to the Shares is filed herewith as Exhibit 5.1.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. EQT has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.

The Offering closed on October 30, 2020 and EQT received net proceeds from the sale of the Firm Shares of approximately $296.8 million, after deducting underwriting discounts and commissions. As described in the prospectus supplement, dated October 27, 2020 and filed with the Securities and Exchange Commission on October 29, 2020 (the Prospectus), EQT intends to use the net proceeds from the Offering to fund a portion of the purchase price of the previously announced pending acquisition of upstream and midstream assets located in the Appalachian Basin from Chevron U.S.A. Inc. (the Pending Acquisition).

As more fully described under the caption "Underwriting" in the Prospectus, the Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to EQT and to persons and entities with relationships with EQT, for which they received or will receive customary fees and expenses. In addition, certain of the Underwriters or their affiliates have committed as lenders to provide EQT with up to $350.0 million of senior unsecured bridge loans, the proceeds of which may be used to pay a portion of the purchase price for the Pending Acquisition.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 1.01 by reference.

The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about EQT or its subsidiaries or affiliates or equity holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Underwriting Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties are subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of affairs of EQT or its subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.







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Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.                                 Description
  1.1*          Underwriting Agreement, dated as of October 27, 2020, by and between
              EQT Corporation and Citigroup Global Markets Inc. and Credit Suisse
              Securities (USA) LLC, as representatives of the underwriters
  5.1           Opinion of Morgan, Lewis & Bockius LLP
  23.1          Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
104.1         Cover Page Interactive Data File (embedded within the Inline XBRL
              document)



* Certain schedules and similar attachments have been omitted. EQT agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.







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