Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On
The Offering closed on
The Underwriting Agreement contains customary representations, warranties and agreements of EQT, and customary conditions to closing, obligations of the parties and termination provisions. EQT has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have in the past performed commercial banking, investment banking, corporate trust and advisory services for EQT and its subsidiaries (collectively, the Company) from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. Some of the Underwriters or their affiliates are lenders, and in some cases agents or managers for the lenders, under EQT's revolving credit facility or term loan facility.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text 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.
Supplemental Indentures
On
2
The 2025 Notes mature on
The 2030 Notes mature on
The Base Indenture, as supplemented by the Ninth Supplemental Indenture and the Tenth Supplemental Indenture (collectively, the Indenture) contains covenants that limit the Company's ability to, among other things and subject to certain significant exceptions, incur certain debt secured by liens and engage in certain sale and leaseback transactions, and limit EQT's ability to enter into certain consolidations, mergers or sales other than for cash or leases of its assets substantially as an entirety to another entity or to purchase the assets of another entity substantially as an entirety.
The foregoing descriptions of the Indenture, the 2025 Notes and the 2030 Notes are not complete and are qualified in their entirety by reference to the full text of the Base Indenture, the Ninth Supplemental Indenture, the form of the 2025 Notes, the Tenth Supplemental Indenture and the form of the 2030 Notes, copies of which are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, and are incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Notes and the Indenture is hereby incorporated into this Item 2.03 by reference, insofar as it relates to the creation of a direct financial obligation.
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Item 9.01. Financial Statement and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJanuary 15, 2020 , by and amongEQT Corporation andBofA Securities, Inc. andJ.P. Morgan Securities LLC , as representatives of the several underwriters named in Schedule 1 thereto. 4.1 Indenture, dated as ofMarch 18, 2008 , betweenEQT Corporation , as successor, andThe Bank of New York , as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed onMarch 18, 2008 ). 4.2 Second Supplemental Indenture, dated as ofJune 30, 2008 , betweenEQT Corporation andThe Bank of New York Mellon , as trustee (incorporated by reference to Exhibit 4.03(c) to Form 8-K filed onJuly 1, 2008 ). 4.3 Ninth Supplemental Indenture, dated as ofJanuary 21, 2020 , betweenEQT Corporation andThe Bank of New York Mellon , as trustee, pursuant to which the 2025 Notes were issued. 4.4 Form ofEQT Corporation's 6.125% Senior Notes due 2025 (included in Exhibit 4.3 hereto). 4.5 Tenth Supplemental Indenture, dated as ofJanuary 21, 2020 , betweenEQT Corporation andThe Bank of New York Mellon , as trustee, pursuant to which the 2030 Notes were issued. 4.6 Form ofEQT Corporation's 7.000% Senior Notes due 2030 (included in Exhibit 4.5 hereto). 5.1 Opinion ofKirkland & Ellis LLP . 5.2 Opinion ofMorgan, Lewis & Bockius LLP . 23.1 Consent ofKirkland & Ellis LLP (included in Exhibit 5.1). 23.2 Consent ofMorgan, Lewis & Bockius LLP (included in Exhibit 5.2). 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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