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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/18/21 Eqt Corp. 8-K:1,2,9 5/17/21 12:887K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 169K 3: EX-4.4 Instrument Defining the Rights of Security Holders HTML 166K 8: R1 Cover HTML 48K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2114643d6_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- eqt-20210517_lab XML 97K 6: EX-101.PRE XBRL Presentations -- eqt-20210517_pre XML 64K 4: EX-101.SCH XBRL Schema -- eqt-20210517 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 12: ZIP XBRL Zipped Folder -- 0001104659-21-068869-xbrl Zip 89K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 18, 2021 ( i May 17, 2021)
(Exact name of registrant as specified in its charter)
| i Pennsylvania | i 001-3551 | i 25-0464690 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
i 625 Liberty Avenue, i Suite 1700, i Pittsburgh, i Pennsylvania i 15222
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, no par value | i EQT | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on May 10, 2021, EQT Corporation (EQT) entered into a Purchase Agreement with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule 1 thereto, relating to the issuance and sale (the Offering) of $500.0 million in aggregate principal amount of its 3.125% senior notes due 2026 (the 2026 Notes) and $500.0 million in aggregate principal amount of its 3.625% senior notes due 2031 (the 2031 Notes and, together with the 2026 Notes, the Notes).
On May 17, 2021, EQT completed the Offering. The 2026 Notes were issued pursuant to an Indenture, dated as of March 18, 2008 (the Original Indenture), as supplemented by a Second Supplemental Indenture, dated as of June 30, 2008 (the Second Supplemental Indenture and, together with the Original Indenture, the Base Indenture), and as further supplemented by a Twelfth Supplemental Indenture, dated as of May 17, 2021 (the Twelfth Supplemental Indenture); and the 2031 Notes were issued pursuant to the Base Indenture, as supplemented by a Thirteenth Supplemental Indenture, dated as of May 17, 2021 (the Thirteenth Supplemental Indenture), in each case between EQT (or its predecessor) and The Bank of New York Mellon, as trustee.
The 2026 Notes will mature on May 15, 2026 and accrue interest at a rate of 3.125% per annum, payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2021. The 2031 Notes will mature on May 15, 2031 and accrue interest at a rate of 3.625% per annum, payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2021.
The Base Indenture, as supplemented by the Twelfth Supplemental Indenture and the Thirteenth Supplemental Indenture (collectively, the Indenture), contains covenants that limit EQT’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 limits 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 and the Notes are not complete and are qualified in their entirety by reference to the full text of the Original Indenture, the Second Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth Supplemental Indenture, the form of the 2026 Notes and the form of the 2031 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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C: 2
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EQT CORPORATION | ||
| Date: May 18, 2021 | By: | /s/ William E. Jordan |
| Name: | William E. Jordan | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/15/31 | ||||
| 5/15/26 | ||||
| 11/15/21 | ||||
| Filed on: | 5/18/21 | |||
| For Period end: | 5/17/21 | |||
| 5/10/21 | 8-K, DEFA14A | |||
| 6/30/08 | 10-Q, 4 | |||
| 3/18/08 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 EQT Corp. 10-K 12/31/23 112:15M 2/16/23 EQT Corp. 10-K 12/31/22 121:18M 9/16/22 EQT Corp. S-3ASR 9/16/22 7:408K Toppan Merrill/FA 2/10/22 EQT Corp. 10-K 12/31/21 119:17M 11/22/21 EQT Corp. 424B4 1:812K Toppan Merrill/FA 11/18/21 EQT Corp. 424B3 1:814K Toppan Merrill/FA 9/30/21 EQT Corp. 424B4 1:893K Toppan Merrill/FA 9/28/21 EQT Corp. 424B3 1:895K Toppan Merrill/FA 7/29/21 EQT Corp. 10-Q 6/30/21 55:5.1M 7/23/21 EQT Corp. S-3ASR 7/23/21 5:408K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/01/08 EQT Corp. 8-K:1,2,9 7/01/08 18:1.2M Toppan Merrill/FA 3/18/08 EQT Corp. 8-K:1,8 3/18/08 4:1M Toppan Merrill/FA |