EQT Corporation (NYSE:EQT) entered into a definitive merger agreement to acquire Equitrans Midstream Corporation (NYSE:ETRN) for $5.9 billion on March 10, 2024. Under the terms of the merger agreement EQT will acquire Equitrans in an all-stock transaction. Each outstanding share of Equitrans common stock will be exchanged for 0.3504 shares of EQT common stock. As a result of the transaction, EQT?s existing shareholders are expected to own approximately 74% of the combined company and Equitrans? shareholders are expected to own approximately 26%. Upon the closing of the transaction, three representatives from Equitrans will join EQT?s Board of Directors. EQT?s executive management team will lead the combined company with headquarters remaining in Pittsburgh, Pennsylvania. Upon termination of the Merger Agreement under certain circumstances, Equitrans will be obligated to pay EQT a termination fee equal to $191 million. Upon termination of the Merger Agreement under certain circumstances, EQT will be obligated to pay Equitrans (i) a termination fee equal to $545 million or (ii) a special termination fee equal to $176 million.

The transaction is subject to required regulatory approvals and clearances, approval of the transaction by shareholders of both EQT and Equitrans, approval for listing on the New York Stock Exchange of the EQT Shares to be issued in the transaction, expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, effectiveness of EQT?s registration statement on Form S-4, Equitrans shall have received an opinion from Company Tax Counsel, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify as a ?reorganization? within the meaning of Section 368(a) of the Code, Mountain Valley Pipeline, LLC receiving authorization of The Federal Energy Regulatory Commission to place the Mountain Valley Pipeline into service and other customary closing conditions. The transaction was unanimously approved by the Boards of both companies. The transaction is expected to close during the fourth quarter of 2024. Guggenheim Securities, LLC acted as lead financial advisor and fairness opinion provider and RBC Capital Markets, LLC acted as a financial advisor to EQT. David B. Feirstein, Steven M. Choi, Cyril V. Jones, Matt Pacey, Lanchi Huynh, Stephen Jacobson, Jared Whalen, Rachael Lichman, Chad Davis, Chad Smith, Dean Shulman, Sara Zablotney, Joe Tobias and Jennifer Gasser of Kirkland & Ellis LLP are serving as EQT?s legal counsels on the transaction. Barclays Capital Inc. and Citigroup Global Markets Inc. served as financial advisors and fairness opinion providers to Equitrans, and Ryan J. Maierson and Nick S. Dhesi of Latham & Watkins LLP is serving as legal counsel to Equitrans. Equitrans paid Barclays a fee of $2 million upon the delivery of Barclays? opinion and $30 million will be payable on completion of the transaction. Equitrans has agreed to pay Citi for its services in connection with the proposed Merger an aggregate fee of $30 million, of which a portion was payable upon delivery of Citi?s opinion and $28 million is payable contingent upon consummation of the Merger. D.F. King & Co., Inc. acted as proxy solicitation agent of EQT for a fee of $10,000. Morrow Sodali LLC is acting as as proxy solicitor of Equitrans to assist with the solicitation of proxies for a fee of $25,000.