EQT said it entered into an Agreement and Plan of Merger with Equitrans Midstream Corporation on March 10, 2024. Each Equitrans common share will be converted into the right to receive 0.3504 EQT common shares (the Exchange Ratio), with cash paid in lieu of fractional shares.

1. 01

   EQT said it entered into an Agreement and Plan of Merger with Equitrans Midstream Corporation on March 10, 2024. Each Equitrans common share will be converted into the right to receive 0.3504 EQT common shares (the Exchange Ratio), with cash paid in lieu of fractional shares.

2. 02

   The company said completion of the merger is subject to conditions including approval by Equitrans shareholders, approval by EQT shareholders of the share issuance and a charter amendment, expiration of the HSR Act waiting period, and effectiveness of the Form S-4 registration statement. EQT's obligation to complete the First Merger is also tied to a condition regarding Mountain Valley Pipeline's authorization to commence service, which EQT may waive.

3. 03

   The company said either party may terminate the merger agreement if the First Merger is not completed by March 10, 2025, and that this date will be automatically extended to September 10, 2025 if certain conditions are satisfied. Upon termination under certain circumstances, Equitrans will pay EQT a termination fee of $191 million, and EQT will pay Equitrans a termination fee of $176 million or $545 million, depending on the circumstances.

4. 04

   EQT said it agreed to increase the size of its board to up to 14 members and to seat 3 individuals selected by Equitrans at the effective time of the merger. Equitrans preferred stock may be redeemed at EQT's direction, and equity awards will generally be converted into time-based restricted stock units of EQT.

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Original filing

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