Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On
The board of directors of Buyer Parent has unanimously approved the Purchase Agreement and the Transaction.
Under the terms and conditions of the Purchase Agreement, the aggregate
consideration to be paid to the Seller in the Transaction will consist of
The Purchase Agreement provides that the closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others, (a) the accuracy of the representations and warranties of each party (subject to specified materiality standards), (b) compliance by each party in all material respects with their respective covenants, (c) approval by the holders of a majority of the outstanding shares of Buyer Parent's common stock present or represented by proxy at a special meeting of Buyer Parent's shareholders (the "Buyer Parent Shareholder Approval") of the issuance of the Stock Consideration, and (d) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The Buyer Parent Shareholder Approval is necessary to issue the Stock Consideration to the Seller.
The Alta Parties and the EQT Parties have made customary representations and warranties in the Purchase Agreement. The Purchase Agreement also contains customary covenants and agreements, including covenants and agreements relating to (a) the conduct of the Alta Parties' and the EQT Parties' businesses during the period between the execution of the Purchase Agreement and closing of the Transaction and (b) the efforts of the parties to cause the Transaction to be completed, including not taking any action to intentionally and materially delay the obtaining of any required governmental approval, including the expiration or termination of the waiting period under the HSR Act.
The Purchase Agreement provides that the Buyer Parent will be subject to certain
restrictions on its ability to provide non-public information to third parties
and to engage in discussions with third parties regarding alternate
transactions, subject to customary exceptions. The Buyer Parent is required to
call a meeting of its shareholders to approve the issuance of the Stock
Consideration in the Transaction in accordance with the rules and regulations of
the
The Purchase Agreement also provides for certain termination rights for both the
Buyer and Seller, including if the Transaction is not consummated on or before
In connection with, and concurrently with the entry into, the Purchase
Agreement, Buyer Parent entered into a debt commitment letter dated
In connection with the closing of the Transaction, Buyer Parent will enter into
a registration rights agreement (the "Registration Rights Agreement") with
certain affiliates of the Seller (the "Holders") that will receive a portion of
the Stock Consideration to be issued at the closing of the Transaction (the
"Issuance"). Pursuant to the Registration Rights Agreement, among other things,
Buyer Parent (a) is required to file with the
The representations, warranties and covenants contained in the Purchase
Agreement have been made solely for the benefit of the parties thereto. In
addition, such representations, warranties and covenants (a) have been made only
for purposes of the Purchase Agreement, (b) are subject to materiality
qualifications contained in the Purchase Agreement which may differ from what
may be viewed as material by investors, (c) were made only as of the date of the
Purchase Agreement or such other date as is specified in the Purchase Agreement
and (d) have been included in the Purchase Agreement for the purpose of
allocating risk between the contracting parties rather than establishing matters
as fact. Accordingly, the Purchase Agreement is included with this filing only
to provide investors with information regarding the terms of the Purchase
Agreement, and not to provide investors with any other factual information
regarding the parties thereto or their respective businesses. Investors should
not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the
parties to the Purchase Agreement or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Purchase
Agreement, which subsequent information may or may not be fully reflected in
Buyer Parent's public disclosures. The Purchase Agreement should not be read
alone, but should instead be read in conjunction with the other information
regarding Buyer Parent that is or will be contained in, or incorporated by
reference into, the Buyer Parent's Proxy Statement, Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other documents that Buyer Parent files with
the
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement attached hereto as Exhibit 2.1.
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The Issuance will be completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
Important Additional Information Will be Filed with the
This Current Report on Form 8-K (this "Form 8-K") is being made in respect of
the proposed transaction involving the EQT Parties and the Alta Parties. The
issuance of the stock consideration for the proposed transaction will be
submitted to the shareholders of Buyer Parent for their consideration. Buyer
Parent will file with the
Participants in the Solicitation
Buyer Parent and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Buyer Parent's shareholders in
respect of the proposed transactions contemplated by the proxy statement.
Information regarding the persons who are, under the rules of the
Forward-Looking Statements
This Form 8-K may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other federal securities
laws. Forward-looking statements can be identified by words such as
"anticipates," "believes," "forecasts," "plans," "estimates," "expects,"
"should," "will" or other similar expressions. The forward-looking statements
included in this Form 8-K involve risks and uncertainties that could cause
actual results to differ materially from projected results. Accordingly,
investors should not place undue reliance on forward-looking statements as a
prediction of actual results. Buyer Parent has based these forward-looking
statements on current expectations and assumptions about future events, taking
into account all information currently available to Buyer Parent. While Buyer
Parent considers these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive, regulatory
and other risks and uncertainties, many of which are difficult to predict and
beyond Buyer Parent's control and which include, but are not limited to,
volatility of commodity prices; the costs and results of drilling and
operations; access to and cost of capital; uncertainties about estimates of
reserves, identification of drilling locations and the ability to add proved
reserves in the future; the assumptions underlying production forecasts; the
quality of technical data; Buyer Parent's ability to appropriately allocate
capital and other resources among its strategic opportunities; inherent hazards
and risks normally incidental to drilling for, producing, transporting and
storing natural gas, natural gas liquids and oil; cyber security risks;
availability and cost of drilling rigs, completion services, equipment,
supplies, personnel, oilfield services and water required to execute Buyer
Parent's exploration and development plans; risks associated with operating
primarily in the
Any forward-looking statement speaks only as of the date on which such statement is made, and Buyer Parent does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Membership Interest Purchase Agreement, datedMay 5, 2021 , by and amongAlta Resources Development, LLC , aDelaware limited liability company,Alta Marcellus Development, LLC , aDelaware limited liability company,ARD Operating, LLC , aDelaware limited liability company,EQT Acquisition HoldCo LLC , aDelaware limited liability company, andEQT Corporation , aPennsylvania corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Annexes, schedules and certain exhibits have been omitted pursuant to Item
601(a)(5) of
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