Each one in plain English, with the numbers worked through for a shareholder.
25 June 2024merger communication● Neutral
EQT told Equitrans on June 25, 2024 that it was exercising its right under the merger agreement to have Equitrans redeem all its Series A Perpetual Convertible Preferred Shares before the merger closed. Equitrans only had to do so once EQT had deposited sufficient funds.
EQT exercised its contractual right to require Equitrans to redeem all of its outstanding Series A Perpetual Convertible Preferred Shares before the merger closes, clearing the way for a clean all-common-stock combination.
EQT filed the final joint proxy statement/prospectus for its merger with Equitrans Midstream, first mailed June 5, 2024. It set both companies' shareholder meetings for July 18, 2024 and put the exchange ratio at 0.3504 EQT share per Equitrans share.
Amendment No. 1 to the Equitrans registration fills in two things a holder would want before voting: a section on litigation brought over the merger, and a full treatment of dissenters' rights with the Pennsylvania statute attached as an annex - EQT and Equitrans common shareholders have none, but Equitrans preferred holders do. It also states the outside date: if the merger has not closed by March 10, 2025 either side can walk, automatically pushed to September 10, 2025 if antitrust clearance is still pending.
EQT disclosed that the Hart-Scott-Rodino waiting period for its Equitrans Midstream merger expired on May 22, 2024, satisfying one closing condition. The merger was still expected to close in the third quarter of 2024, subject to shareholder approvals and other conditions.
Registration statement and joint proxy for EQT's all-stock reunion with Equitrans Midstream, the pipeline business it spun off in 2018: 0.3504 EQT shares per Equitrans share, worth about $13.15 an Equitrans share and roughly $2.00 more than Equitrans' own market price the day before the March 10, 2024 announcement. EQT holders keep about 74% of the combined company; Barclays advised Equitrans; and the break fees are lopsided - $191 million from Equitrans, but $176 million or $545 million from EQT depending on why it walks, which is where the antitrust risk in a producer buying its own pipeline shows up.
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP disclosed a new substantial EQT Corp shareholding (10.12% of votes).
EQT Corp shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
EQT said in a preliminary 8-K that it expected a $107 million total gain on derivatives for the three months ended March 31, 2024. It also expected net cash settlements received on derivatives of $451 million.