EQT : Transformative Acquisition of Alta Resources

Transformative Acquisition

Alta Resources

May 6, 2021

Strategic Consolidation of Core, High Margin NE Marcellus Assets

Acquisition accelerates all of EQT's financial and strategic objectives

• Acquired assets at ~18% free cash flow yield(1,2,3)
• Accelerates deleveraging (1.7x YE22 leverage(4)) & timeline to return capital to shareholders
• Projected increase in annual free cash flow(1,2) by $300-$400 MM; ~$2 B in free cash flow(1,2) through 2026E
• Decreases annual pro forma free cash flow breakeven(5) by ~$0.10/MMBtu
• Maintenance capital intensity declines 10% from 65% to 55% in 2022E

FREE CASH FLOW LEVERAGE

+20%		-0.3x
In 2022E FCF/Share(1,2)		Leverage(4)	in 2022E
+15%		-0.5x
Cumulative FCF per share(2)		Leverage(4)	in 2023E
accretion through 2026E

PRO FORMA ACREAGE POSITION

Best of SW Marcellus + Best of NE Marcellus

Net Marcellus Acres:

SW MRC: >1,300,000

NE MRC: >300,000

Total Net Acres: >1,600,000

1.	NYMEX strip as of 4/23/21.
2.	Non-GAAP measure. See appendix for definition and further details.
3.	Defined as the midpoint of annual expected free cash flow divided by equity component consideration.
4.	Leverage is defined as year-end net debt divided by last twelve months (LTM) adjusted EBITDA. Net debt and adjusted EBITDA are non-GAAP financial measures. See the Non-GAAP Disclosures section of this presentation for the	2
	definition of, and other important information regarding these measures.

5. Defined as the Henry Hub price needed to generate positive free cash flow under a maintenance production plan.

Pro Forma Plan Projected to Generate ~$5.5 B in FCF(1) Through 2026

Acquisition improves breakeven and cumulative free cash flow profile

FCF(1,2) ($MM) vs. UNHEDGED NYMEX BREAKEVEN(3) ($/MMBTU)

$1,500$2.50

		Upside
		$2.40
$1,000		~30%
		($/MMBtu)Breakeven
($MM)FCF		$2.30
~125%	Assumes
partial year
~90%		$2.20

$500	~70%
	$2.10

$-										$2.00
2020		2021E		2022E	2026E
	Status Quo FCF		1Q Update to FCF		Acquired FCF		Status Quo Breakeven	Pro-Forma Breakeven

Alta Acquisition

• High margin production bolsters free cash flow
• Integrated midstream assets and mineral ownership drive lower breakeven
• Prolific inventory delivers superior well economics

Upside

• Conservatively underwritten Alta acquisition
• MVP capacity sell-down
• Continued operational improvements and efficiencies
• Credit upgrades reducing interest expense and cost of capital
• Commodity price improvements
• • Every $0.10 increase in NYMEX = $200 MM of incremental annual FCF(1)

1.	Non-GAAP measure. See appendix for definition.	3
2.	Based on 4/23/21 NYMEX strip pricing.

3. Defined as the Henry Hub price needed to generate positive free cash flow under a maintenance production plan.

Transaction Strengthens EQT's Position as the Premier Appalachian-Core

Operator

Preliminary Estimates		EQT	Alta	Pro Forma
Net Production	Bcfe/d	4.6	1.0	~5.6
2022E OPEX(1)	$/Mcfe	$1.45	$0.45	~$1.25
2022E ADJ. EBITDA(2)	$B	$1.9	$0.6	~$2.5
2022E CAPEX	$B	$1.1	$0.2	~$1.3
2022E Free Cash Flow(2)	$B	$0.65	$0.35	~$1.0
YE2022E Leverage(3)		2.0x	1.0x	~1.7x
2022E Maintenance Intensity	65%	35%	~55%
(CAPEX / OCF(2))

CONSERVATIVE UNDERWRITING PROVIDES UPSIDE

• Operations:
• • Risked PDP volumes, infill type curves and inventory
  • No value attributed Upper Marcellus inventory
  • Value ascribed to only ~30% of total potential lateral footage - all child wells removed
  • Anticipate well cost synergies
  • Optimization through integrated business model
  • Portfolio and development optimization
• Financial:
• • Accelerates return to investment grade with significant interest savings
  • Improved cost of capital
  • Better access to capital
  • Commercial and marketing optimization
• ESG:
• • Integrates well into ESG platform
  • Continued focus on acquiring low-emissions intensive natural gas assets

1.	Operating expenses include gathering, transportation, processing, LOE, production taxes, and SG&A
2.	Non-GAAP measure. See appendix for definition.
3.	Leverage is defined as year-end net debt divided by last twelve months (LTM) adjusted EBITDA. Net debt and adjusted EBITDA are non-GAAP financial measures. See the Non-GAAP Disclosures section of this presentation for the	4
	definition of, and other important information regarding these measures.

Note: Management estimates based on a maintenance program, subject to further revision, and does not indicate formal guidance.

Acquisition Summary

Core rock + low royalty burden + mineral ownership + integrated gathering system = superior returns and FCF

	• On May 6, 2021, EQT announced the acquisition of Alta Resources' Marcellus assets for $2.925 B,
Transaction		subject to customary closing adjustments
	• $1.0 B of cash consideration
		• ~105 MM shares(1) of EQT stock, to be reduced based on customary closing adjustments
	• Current net production of 1.0 Bcf/d, 100% dry gas, ~50% operated
	• ~222,000 operated and ~78,000 non-operated acres, 98% held-by-production
		• 381 operated wells, 93 operated pads, 6 current DUCs
Upstream Assets		• ~85% of non-op acreage position is operated by Chesapeake Energy
•	Low 14% average royalty burden; as low as 11% on core operated assets due to direct mineral
		ownership
	• Drilling economics with minerals and gathering ownership are on par or superior to EQT's existing
		assets
	• 300 miles of in-place owned and operated gathering lines and compression
Midstream Assets	• 100 miles of water pipelines and 14 freshwater impoundments
•	Integrated business model provides high margin cash flows and superior drilling economics,
		expanding the commercial core
	• Transaction expected to close in Q3 2021, subject to EQT shareholder approval
Closing	• EQT shares to be issued to diversified ownership group of institutional investors and Alta
	individuals
	• No Alta shareholder will receive more than 5% of EQT's pro forma outstanding stock
1. Based on $1.925 billion equity consideration divided by 30-day VWAP as of 5/5/2021 market close. Anticipated closing adjustment is between $200-225 MM, which would result in share reduction of ~11 million shares.	5