EQT Corporation (NYSE:EQT) entered into a definitive merger agreement to acquire Rice Energy Inc. (NYSE:RICE) from Daniel J. Rice III, Daniel J. Rice IV, Derek A. Rice, Toby Z. Rice and other shareholders for $6.7 billion on June 19, 2017. On July 6, 2016, EQT and Rice Energy entered into a confidentiality agreement. Under the terms of the transaction, EQT will acquire all of the outstanding shares of Rice common stock for 0.37 shares of EQT common stock and $5.30 in cash per share of Rice common stock. EQT will also assume or refinance approximately $1.5 billion of net debt and preferred equity. At the effective time, each outstanding restricted stock unit award relating to Rice common stock will convert into a restricted stock unit award relating to shares of EQT common stock and each outstanding performance-based stock unit award relating to Rice common stock will convert into a restricted stock unit award relating to shares of EQT common stock, based on the exchange ratio. All 36.7 million common unit of Rice Energy Operating LLC will be converted into equity shares of Rice and will get the merger consideration. EQT shareholders will own 65% of the combined company and Rice shareholders will own 35% of the combined company. EQT will also obtain Rice's midstream assets, including a 92% interest in Rice Midstream GP Holdings LP, which owns 100% of the general partner incentive distribution rights and 28% of the limited partner interests in Rice Midstream Partners LP (NYSE:RMP), and the retained midstream assets currently held at Rice. As a result of acquisition, shares of Rice common stock currently listed on the NYSE will cease to be listed on the NYSE. The total amount of funds necessary to finance the transactions and to pay transaction fees and expenses will be approximately $1.8 billion. This amount is expected to be funded through a combination of available cash on hand, borrowings under EQT's existing revolving credit facility, the issuance and sale by EQT of senior unsecured notes and/or borrowings under the Bridge Facility. On June 19, 2017, in connection with its entry into the merger agreement, EQT entered into a commitment letter with Citigroup Global Markets Inc. pursuant to which Citi committed to provide, subject to customary closing conditions, up to $1.4 billion of senior unsecured bridge loans, the proceeds of which may be used to pay the cash portion of the merger consideration. On July 31, 2017, EQT Corporation amended and restated its existing unsecured credit agreement under which, after the completion of the acquisition, aggregate commitments will automatically increase to $2.5 billion from $1.5 billion. The proceeds of the loans made under the second amended and restated credit agreement may be used for working capital, capital expenditures, share repurchases, and other lawful corporate purposes (including repayment of indebtedness and to fund the rice acquisition). Upon completion of the transaction, Rice will operate as a wholly owned subsidiary of EQT. Upon termination of the merger agreement under certain specified circumstances, EQT may be required to pay Rice, or Rice may be required to pay EQT, a termination fee of $255 million. In addition, EQT or Rice will be obligated to pay the other party an expense reimbursement fee of $67 million if such party's shareholders fail to adopt the merger agreement. Rice will nominate two directors to the EQT board. In the merger agreement, EQT has agreed, subject to the approval of EQT shareholders, to increase the size of its Board of Directors to 13 directors and cause Daniel J. Rice IV and Robert F. Vagt to become members of the EQT board upon the effective time. If EQT does not receive the required shareholder approval to increase the size of its board to 13 directors, EQT has agreed to increase the size of its board to 12 directors and appoint either Daniel J. Rice IV or Robert F. Vagt, at Rice’s election, upon the effective time and to seek shareholder approval to increase the size of its board to 13 directors at its next annual meeting of shareholders in order to appoint the Rice Director not appointed upon the effective time. The transaction is subject to customary closing conditions including regulatory approvals and approval of both EQT and Rice shareholders. The transaction is also subject to expiration or termination of any waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of the registration statement on Form S-4 to be filed by EQT in connection with the merger, the shares of EQT common stock to be issued in the merger being authorized for listing on the New York Stock Exchange and the receipt of certain tax opinions by EQT from Wachtell, Lipton, Rosen & Katz and Rice from Vinson & Elkins LLP. The Boards of Directors of EQT and Rice have unanimously approved the transaction. On June 19, 2017, in connection with the execution of the merger agreement, EQT entered into a voting agreement with Daniel J. Rice III, Daniel J. Rice IV, Derek A. Rice, Toby Z. Rice and other shareholders, which collectively beneficially own approximately 15% of the outstanding Rice voting power. As on July 18, 2017, the transaction received early termination notices from FTC. As of September 11, 2017, JANA Partners LLC, shareholder of EQT, recommended other shareholders of EQT to vote against the proposed merger. The transaction is expected to close in the fourth quarter of 2017. On October 12, 2017, EQT filed the notice of effectiveness for form S-4. As of November 9, 2017, Shareholders of Rice and EQT approved the merger at their special meetings and the transaction is now expected to close on November 13, 2017. Claudio Sauer, Chris Miller and Jason Miner of Citigroup Global Markets Inc. acted as financial advisor and Steven A. Cohen, Benjamin M. Roth, Victor Goldfeld, Zachary S. Podolsky, Alexander M. Whatley, Stanley E. Richards, Nelson O. Fitts, Joshua G. Hazan, Andrea K. Wahlquist, Michael J. Schobel, Joshua A. Feltman, Neil K. Chatani, Benjamin S. Arfa, T. Eiko Stange and Tijana J. Dvornic of Wachtell, Lipton, Rosen & Katz acted as legal advisors to EQT for the transaction. Barclays Capital Inc. acted as financial advisor and Stephen M. Gill and Douglas E. McWilliams, James Garrett, Leonard Wood, Yong Eoh, David Bumgardner, Greg Henson, David D'Alessandro, Katherine Mull, Karsten Busby, Sean Becker, John Lynch, Ryan Carney, Lina Dimachkieh, Liz Snyder, Larry Nettles, Matt Dobbins and Billy Vigdor of Vinson & Elkins LLP acted as legal advisors to Rice. Jay D. Rosenbaum of Nixon Peabody LLP acted as legal advisor to Rice's shareholders who entered in the voting agreement. Innisfree M&A Incorporated acted as information agent for EQT for an estimated fee of approximately $25,000. Computershare acted as transfer agent for EQT. American Stock Transfer & Trust Company, LLC acted as transfer agent for Rice. Rice paid Barclays a fee of $1 million upon the delivery of Barclays' opinion. Additional compensation of approximately $47 million will be payable on completion of the merger against which the amounts paid for the opinion will be credited. MacKenzie Partners, Inc. acted as information agent for Rice for a fee expected not to exceed $75,000, plus reasonable out-of-pocket expenses. EQT agreed to pay Citi an aggregate fee of $15 million, of which a portion was payable upon delivery of Citi's opinion and $13 million is payable contingent upon consummation of the merger. Robert Katz, John A. Marzulli, Jr and Robert Bucella of Shearman & Sterling LLP acted as legal advisors to Barclays Capital Inc.Strategic Advisors, Inc. acted as financial advisor for EQT. Courtney York, Don McDermett, Michelle Matthews, Steve Marcus, Aaron Pinegar, Eric Winwood, Gregory Wagner, Marcia Hook, and Kyle Henneof Baker Botts L.L.P. acted as legal advisors to Rice Energy, Inc.