EQT CORPORATION AND EQM MIDSTREAM PARTNERS, LP COMMENCE TENDER OFFERS AND CONSENT SOLICITATION
EQT and its subsidiary EQM Midstream Partners have launched concurrent tender offers. EQM is offering to purchase any and all of its outstanding 6.500% Senior Notes due 2027, while EQT is offering to buy its 3.900% Senior Notes due 2027 for up to $750 million aggregate purchase price, less the amount spent on EQM Notes.
The tender offers expire on March 24, 2025. Holders who tender by March 7, 2025 (Early Tender Date) will receive the Total Consideration, including a $50 per $1,000 early tender premium. For EQM Notes, the Total Consideration is $1,026.25 per $1,000 principal amount. EQT Notes' pricing will be determined based on Treasury rates.
Additionally, EQM is soliciting consents to amend the indenture governing its 2027 Notes, which would eliminate most restrictive covenants and certain events of default. The company is also conducting a concurrent exchange offer allowing eligible EQM holders to exchange their notes for new EQT notes on a par-for-par basis.
EQT e la sua controllata EQM Midstream Partners hanno avviato offerte di acquisto simultanee. EQM offre di acquistare tutte le sue 6.500% Senior Notes in circolazione con scadenza nel 2027, mentre EQT propone di acquistare le sue 3.900% Senior Notes con scadenza nel 2027 per un prezzo totale di acquisto fino a 750 milioni di dollari, meno l'importo speso per le Note EQM.
Le offerte di acquisto scadono il 24 marzo 2025. I detentori che presenteranno le loro offerte entro il 7 marzo 2025 (Data di Offerta Anticipata) riceveranno il Prezzo Totale, che include un premio di offerta anticipata di 50 dollari per ogni 1.000 dollari. Per le Note EQM, il Prezzo Totale è di 1.026,25 dollari per ogni 1.000 dollari di capitale. Il prezzo delle Note EQT sarà determinato in base ai tassi dei Treasury.
Inoltre, EQM sta richiedendo consensi per modificare il contratto che regola le sue Note del 2027, il che eliminerebbe la maggior parte delle clausole restrittive e alcuni eventi di inadempimento. L'azienda sta anche conducendo un'offerta di scambio simultanea che consente ai detentori idonei di EQM di scambiare le loro note con nuove note EQT su base paritaria.
EQT y su filial EQM Midstream Partners han lanzado ofertas de compra simultáneas. EQM está ofreciendo comprar cualquiera y todas sus 6.500% Senior Notes con vencimiento en 2027, mientras que EQT está ofreciendo comprar sus 3.900% Senior Notes con vencimiento en 2027 por un precio total de compra de hasta 750 millones de dólares, menos el monto gastado en las Notas EQM.
Las ofertas de compra expiran el 24 de marzo de 2025. Los tenedores que oferten antes del 7 de marzo de 2025 (Fecha de Oferta Anticipada) recibirán la Consideración Total, que incluye una prima de oferta anticipada de 50 dólares por cada 1.000 dólares. Para las Notas EQM, la Consideración Total es de 1.026,25 dólares por cada 1.000 dólares de capital. El precio de las Notas EQT se determinará en función de las tasas del Tesoro.
Además, EQM está solicitando consentimientos para enmendar el contrato que rige sus Notas de 2027, lo que eliminaría la mayoría de los convenios restrictivos y ciertos eventos de incumplimiento. La empresa también está llevando a cabo una oferta de intercambio simultánea que permite a los tenedores elegibles de EQM intercambiar sus notas por nuevas notas de EQT en una base de paridad.
EQT와 그 자회사 EQM Midstream Partners가 동시 입찰을 시작했습니다. EQM은 2027년 만기인 6.500% 선순위 노트를 모두 구매하겠다고 제안하고 있으며, EQT는 2027년 만기인 3.900% 선순위 노트를 최대 7억 5천만 달러의 총 구매 가격으로 구매하겠다고 제안하고 있습니다. 이 금액은 EQM 노트에 지출된 금액을 차감한 것입니다.
입찰은 2025년 3월 24일에 만료됩니다. 2025년 3월 7일(조기 입찰일)까지 입찰하는 보유자는 1,000달러당 50달러의 조기 입찰 프리미엄을 포함한 총 보상을 받게 됩니다. EQM 노트의 총 보상은 1,000달러의 원금에 대해 1,026.25달러입니다. EQT 노트의 가격은 재무부 금리에 따라 결정됩니다.
또한 EQM은 2027년 노트를 규율하는 계약을 수정하기 위한 동의를 요청하고 있으며, 이는 대부분의 제한적 조항과 특정 채무 불이행 사건을 제거하는 것입니다. 이 회사는 또한 자격이 있는 EQM 보유자가 동등한 가치로 새로운 EQT 노트로 교환할 수 있는 동시 교환 제안을 진행하고 있습니다.
EQT et sa filiale EQM Midstream Partners ont lancé des offres d'achat simultanées. EQM propose d'acheter toutes ses 6,500% Senior Notes arrivant à échéance en 2027, tandis qu'EQT propose d'acheter ses 3,900% Senior Notes arrivant à échéance en 2027 pour un prix d'achat total allant jusqu'à 750 millions de dollars, moins le montant dépensé pour les Notes EQM.
Les offres d'achat expirent le 24 mars 2025. Les détenteurs qui soumettent leur offre avant le 7 mars 2025 (Date de Soumission Anticipée) recevront la Considération Totale, y compris une prime de soumission anticipée de 50 dollars pour chaque 1.000 dollars. Pour les Notes EQM, la Considération Totale est de 1.026,25 dollars pour chaque 1.000 dollars de principal. Le prix des Notes EQT sera déterminé en fonction des taux des Treasuries.
De plus, EQM sollicite des consentements pour modifier le contrat régissant ses Notes de 2027, ce qui supprimerait la plupart des clauses restrictives et certains événements de défaut. L'entreprise mène également une offre d'échange simultanée permettant aux détenteurs éligibles d'EQM d'échanger leurs notes contre de nouvelles notes EQT sur une base paritaire.
EQT und ihre Tochtergesellschaft EQM Midstream Partners haben gleichzeitig Tenderangebote gestartet. EQM bietet an, alle ausstehenden 6,500% Senior Notes mit Fälligkeit 2027 zu kaufen, während EQT anbietet, ihre 3,900% Senior Notes mit Fälligkeit 2027 zu einem Gesamtpreis von bis zu 750 Millionen Dollar zu kaufen, abzüglich des Betrags, der für die EQM Notes ausgegeben wurde.
Die Tenderangebote laufen am 24. März 2025 ab. Inhaber, die bis zum 7. März 2025 (Frühzeitiges Tenderdatum) tendern, erhalten die Gesamtabgeltung, einschließlich einer Frühbucherprämie von 50 Dollar pro 1.000 Dollar. Für die EQM Notes beträgt die Gesamtabgeltung 1.026,25 Dollar pro 1.000 Dollar Nennbetrag. Der Preis der EQT Notes wird auf Basis der Treasury-Renditen bestimmt.
Darüber hinaus bittet EQM um Zustimmung zur Änderung des Vertrags, der ihre 2027 Notes regelt, was die meisten einschränkenden Vereinbarungen und bestimmte Ereignisse von Zahlungsverzug beseitigen würde. Das Unternehmen führt auch ein gleichzeitiges Austauschangebot durch, das berechtigten EQM-Inhabern ermöglicht, ihre Notes auf Paritätsbasis gegen neue EQT-Notes einzutauschen.
- Company aims to reduce overall principal amount of debt
- Early tender premium of $50 per $1,000 principal amount offered
- Flexibility for holders through both tender and exchange options
- Tendered EQT Notes may be subject to proration if oversubscribed
- Late tenderers may not have notes accepted if fully subscribed early
Insights
This comprehensive debt management initiative reveals EQT's strategic focus on optimizing its capital structure through multiple complementary approaches. The tender offers, combined with the concurrent exchange offer, serve several key objectives:
Debt Structure Optimization: By offering to purchase EQM's 6.500% notes and its own 3.900% notes while simultaneously providing an exchange option, EQT is executing a sophisticated liability management strategy. The higher-yield EQM notes (6.500%) being targeted first suggests a priority on reducing higher-cost debt, while the exchange offer helps streamline the corporate structure by consolidating debt at the parent level.
Financial Flexibility Enhancement: The consent solicitation to remove restrictive covenants from the EQM notes is particularly significant. If successful, this will provide greater operational and financial flexibility, potentially facilitating future strategic initiatives or capital structure adjustments. The removal of these covenants could be especially valuable in a dynamic natural gas market environment where operational agility is crucial.
Strategic Timing: The tender offers' structure, including the early tender premium of
Long-term Implications: This initiative positions EQT to potentially achieve:
- Reduced interest expense through the retirement of higher-cost debt
- Simplified corporate structure by consolidating debt at the parent level
- Enhanced financial flexibility through covenant modifications
- Improved debt maturity profile management
The transaction demonstrates sophisticated capital markets execution, with the company utilizing multiple tools simultaneously to achieve its objectives while providing optionality to noteholders. The involvement of major financial institutions as dealer managers adds credibility to the execution strategy.
Offers to Purchase for Cash Any and All EQM Midstream Partners, LP's Outstanding
The following table sets forth some of the terms of the EQM Tender Offer:
Title of Notes | CUSIP | Issuer/ | Principal | Tender Offer | Early | Total |
26885BAH3 / | EQM |
_________ | |
(1) | Per |
(2) | Does not include accrued and unpaid interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable. |
(3) | Includes the Early Tender Premium. |
The following table sets forth some of the terms of the EQT Tender Offer:
Title of Notes | CUSIP | Issuer/ Offeror | Principal | Reference Security | Bloomberg | Fixed | Early |
26884LAF6 | EQT | Treasury Notes due | FIT 1 | +45 bps | |||
________ | |||||||
(1) The page on Bloomberg from which the dealer managers for the EQT Tender Offer will quote the bid-side price of the Reference | |||||||
(2) Includes the Early Tender Premium. | |||||||
(3) Per |
Concurrently and in conjunction with the EQM Tender Offer, EQM is soliciting consents (the "Consent Solicitation") from holders of the EQM Notes (the "EQM Holders") to proposed amendments (the "Proposed Amendments") to the indenture governing the EQM Notes (the "Existing EQM Indenture"). Such consents being solicited are each a "Consent" and collectively the "Consents." The Proposed Amendments, if adopted, would eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently contained in the Existing EQM Indenture. EQT is not soliciting any consents from holders of the EQT Notes (the "EQT Holders" and, together with the EQM Holders, the "Holders") to amend the indenture governing the EQT Notes.
EQM Holders may not tender their EQM Notes without delivering their Consents and may not deliver their Consents without tendering their EQM Notes. Each EQM Holder who validly tenders their EQM Notes pursuant to the EQM Tender Offer will be deemed to have validly delivered their related Consent to the Proposed Amendments with respect to the principal amount of such tendered EQM Notes.
The Tender Offers and the Consent Solicitation are being made upon and are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated February 24, 2025 (as it may be amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement"). The Tender Offers and the Consent Solicitation will expire at 5:00 p.m.,
In order to receive the applicable Total Consideration (as defined below), a Holder must validly tender their Notes on or prior to 5:00 p.m.,
The "Total Consideration" is (i) in the case of the EQM Notes,
In addition to the applicable Total Consideration or the applicable Tender Offer Consideration, as the case may be, all Holders whose Notes are purchased in a Tender Offer will receive accrued and unpaid interest, rounded to the nearest cent, on such Notes from and including the last applicable interest payment date up to, but not including, the applicable Settlement Date.
Each of EQT and EQM reserves the right, but is under no obligation, subject to the satisfaction or waiver of the conditions applicable to its Tender Offer, to accept for purchase and make payment for Notes validly tendered on or prior to the Early Tender Date, at any point following the Early Tender Date and before the Expiration Date (such date with respect to each Tender Offer, the "Early Settlement Date"). The Early Settlement Date, if any, will be determined at EQT's or EQM's option, as applicable, and will be a date following the Early Tender Date on which all conditions to the applicable Tender Offer have been satisfied or waived by EQT or EQM, as applicable. The Early Settlement Date, if any, is currently expected to be March 12, 2025, assuming all conditions applicable to the Tender Offers have been either satisfied or waived by EQT or EQM on or prior to such date. With respect to each Tender Offer, the "Final Settlement Date" is the date on which EQT or EQM, as applicable, accepts for purchase and makes payment for any Notes validly tendered prior to or at the Expiration Date that have not previously settled on the Early Settlement Date, if any. The Final Settlement Date will be a date that is promptly following the Expiration Date and is currently expected to be March 26, 2025, the second business day following the Expiration Date. The Early Settlement Date and the Final Settlement Date are each referred to as a "Settlement Date."
Tendered EQT Notes may be subject to proration (or may not be purchased at all) if the aggregate purchase price, excluding accrued and unpaid interest, of the EQT Notes validly tendered is greater than the EQT Notes Tender Cap. Furthermore, if the EQT Tender Offer is fully subscribed as of the Early Tender Date, Holders who validly tender EQT Notes after the Early Tender Date will not have any of their EQT Notes accepted for purchase unless EQT increases the EQT Tender Offer Reference Amount (and thereby increases the EQT Notes Tender Cap).
The consummation of the EQT Tender Offer is not conditioned upon any minimum amount of Notes being validly tendered or upon the completion of the EQM Tender Offer or the related Consent Solicitation. The EQM Tender Offer is not conditioned upon the completion of the EQT Tender Offer; however, the consummation of the EQM Tender Offer is subject to EQM receiving Consents sufficient to satisfy the Consent Threshold (as defined below) to effect the Proposed Amendments. The Consents of EQM Holders holding not less than a majority in aggregate principal amount of the outstanding EQM Notes are required (the "Consent Threshold") pursuant to the terms of the Existing EQM Indenture in order to effectuate the Proposed Amendments. The Tender Offers are also subject to, and conditioned upon, the satisfaction or waiver of certain other conditions described in the Offer to Purchase and Consent Solicitation Statement.
Substantially concurrently with the commencement of the Tender Offers and Consent Solicitation, EQT is offering eligible EQM Holders, upon the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement dated February 24, 2025 (as it may be amended or supplemented from time to time), a copy of which can be obtained from the information agent, the opportunity to exchange (the "Concurrent Exchange Offer") on a par-for-par basis any and all outstanding senior notes of EQM for newly issued notes of EQT, including, in particular, the opportunity to exchange any and all outstanding EQM Notes for up to
If and once the Consent Threshold is obtained, EQM intends to promptly execute and deliver a supplemental indenture containing the Proposed Amendments (the "Proposed Supplemental Indenture"), which will immediately become effective upon execution but will only become operative upon the purchase or exchange of all EQM Notes validly tendered pursuant to the EQM Tender Offer or the Concurrent Exchange Offer. As a result, if and once the Proposed Supplemental Indenture is executed, any subsequent withdrawal of an EQM Holder's tender will not revoke the previously delivered Consent. If the Proposed Amendments become operative, the Proposed Amendments will be binding on all EQM Holders who did not validly tender or exchange their EQM Notes in the EQM Tender Offer or the Concurrent Exchange Offer.
Each of EQT and EQM reserves the right, subject to applicable law, to (i) waive or modify, in whole or in part, any or all conditions to its Tender Offer (including with respect to EQM, the receipt of Consents sufficient to satisfy the Consent Threshold), (ii) extend, terminate or withdraw its Tender Offer, or (iii) otherwise amend its Tender Offer in any respect. Further, EQT may increase or decrease the EQT Tender Offer Reference Amount (which thereby would increase or decrease the EQT Notes Tender Cap) in its sole discretion.
The purpose of the Tender Offers is to reduce the Company's overall principal amount of debt, and it is expected that Notes purchased pursuant to the Tender Offers will be retired. The Company will continue to optimize its capital structure and may repurchase or redeem additional debt securities during or after the Tender Offers.
TD Securities (
The Information Agent and Tender Agent for the Tender Offers and the Consent Solicitation is Global Bondholder Services Corporation. Copies of the Offer to Purchase and Consent Solicitation Statement and materials related to the Tender Offers or Consent Solicitation may be obtained from Global Bondholder Services Corporation by calling (212) 430-3774 (banks and brokers, collect) or (855) 654-2015 (all others, toll-free) or by emailing contact@gbsc-usa.com.
This news release is for informational purposes only. The Tender Offers and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement, and the information in this news release is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. Further, this news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. No recommendation is made as to whether Holders should tender any Notes in response to the Tender Offers (and, if applicable, deliver Consents in response to the Consent Solicitation). Holders must make their own decision as to whether to participate in the Tender Offers and, if applicable, the Consent Solicitation and, if so, the principal amount of Notes to tender.
Investor Contact
Cameron Horwitz
Managing Director, Investor Relations & Strategy
412.445.8454
Cameron.Horwitz@eqt.com
About EQT Corporation
EQT Corporation is a premier, vertically integrated American natural gas company with production and midstream operations focused in the Appalachian Basin. We are dedicated to responsibly developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day – trust, teamwork, heart, and evolution are at the center of all we do.
Cautionary Statements
This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements regarding EQT's and EQM's plans and expected timing with respect to the Tender Offers, the Consent Solicitation and the Concurrent Exchange Offer.
These forward-looking statements 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. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by it. While the Company 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 its control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; 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; the Company's ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital; the Company's hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting, storing and processing natural gas, natural gas liquids and oil; operational risks and hazards incidental to the gathering, transmission and storage of natural gas as well as unforeseen interruptions; cyber security risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and pipe, sand and water required to execute the Company's exploration and development plans, including as a result of inflationary pressures or tariffs; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by the Company or its joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; the Company's ability to renew or replace expiring gathering, transmission or storage contracts at favorable rates, on a long-term basis or at all; risks relating to the Company's joint venture arrangements; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; and disruptions to the Company's business due to recently completed divestitures, acquisitions and other significant strategic transactions. These and other risks and uncertainties are described under the "Risk Factors" section and elsewhere in EQT's Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents EQT subsequently files from time to time with the Securities and Exchange Commission. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it.
Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
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SOURCE EQT Corporation (EQT-IR)
FAQ
What is the deadline for EQT's tender offers announced in February 2025?
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What is the purchase price for EQM's 6.500% Senior Notes in the 2025 tender offer?
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