Item 8.01. Other Events.
As previously announced, on September 6, 2022, EQT Corporation, a Pennsylvania
corporation ("EQT"), and its wholly owned subsidiary, EQT Production Company, a
Pennsylvania corporation (the "Buyer" and, together with EQT, the "EQT Parties")
entered into a Purchase Agreement (the "Purchase Agreement") with THQ Appalachia
I, LLC, a Delaware limited liability company (the "Upstream Seller"), THQ-XcL
Holdings I, LLC, a Delaware limited liability company (the "Midstream Seller"
and, together with the Upstream Seller, the "Sellers"), and the subsidiaries of
the Sellers named on the signature pages thereto pursuant to which the EQT
Parties have agreed to acquire (the "Acquisition") the Sellers' upstream oil and
gas assets and gathering and processing assets through the Buyer's acquisition
of all of the issued and outstanding membership interests of each of THQ
Appalachia I Midco, LLC, a Delaware limited liability company, and THQ-XcL
Holdings I Midco, LLC, a Delaware limited liability company.
The Sellers are affiliates of Quantum Energy Partners ("Quantum"). Pursuant to
the Purchase Agreement, EQT has agreed to, subject to and contingent upon the
satisfaction and completion of EQT's customary director qualification and
approval process, take all action necessary to facilitate the appointment of Wil
VanLoh, the Founder and Chief Executive Officer of Quantum, to EQT's Board of
Directors (the "Board"), effective as of the date on which the Acquisition
closes. Further, EQT will take all necessary action to cause Mr. VanLoh or one
other director designated by Quantum and its affiliates and reasonably
acceptable to EQT to be included in a slate of nominees recommended by the Board
to EQT's shareholders for election as a director at EQT's 2023 annual meeting of
the shareholders and to serve as a member of the Board thereafter for the
remainder of the term contemplated thereby (the "2023 Designation Right").
On October 27, 2022, EQT was informed that, out of an abundance of caution and
to ensure compliance with Section 8 of the Clayton Antitrust Act of 1914
(relating to director and officer interlocks), the Sellers no longer intend to
seek the appointment of Mr. VanLoh, or another individual designated by Quantum,
to the Board at the closing of the Acquisition. However, the Sellers have
reserved their rights regarding such appointment, including pursuant to the 2023
Designation Right, and it is possible that the Sellers or Quantum may determine
to exercise such rights in the future.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and other federal securities
laws. Forward-looking statements can be identified by words such as
"anticipates," "believes," "forecasts," "plans," "estimates," "expects,"
"should," "will" or other similar expressions. Examples of forward-looking
statements include, among others, statements relating to the composition of the
Board upon closing of the Acquisition. The forward-looking statements included
in this Form 8-K 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. EQT has based these forward-looking statements on current expectations
and assumptions about future events, taking into account all information
currently available to EQT. While EQT considers these expectations and
assumptions to be reasonable, they are inherently subject to actions beyond
EQT's control. Any forward-looking statement speaks only as of the date on which
such statement is made, and EQT does not intend to correct or update any
forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by law.
© Edgar Online, source Glimpses