EQT (EQT) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 9, 2022

EQT CORPORATION

(Exact name of registrant as specified in its charter)

625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

(412) 553-5700

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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:

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).

Emerging growth company ¨

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. ¨

Item 1.01.  Entry into a Material Definitive Agreement.

On November 9, 2022, EQT Corporation (the “Company”) entered into a Credit Agreement, dated as of November 9, 2022 (the “Term Loan Credit Agreement”), among the Company, PNC Bank, National Association, as Administrative Agent (the “Administrative Agent”), and the other lenders (the “Lenders”) parties thereto.

Under the Term Loan Credit Agreement, the Company may obtain unsecured term loans in a single draw in an aggregate principal amount up to $1,250,000,000. The Term Loan Credit Agreement matures at the earlier of (i) the two year anniversary of the Funding Date (as defined in the Term Loan Credit Agreement) and (ii) the effective date of (x) if the Funding Date has not occurred, any termination or cancellation of the Aggregate Commitments (as defined in the Term Loan Credit Agreement) and (y) if the Funding Date has occurred, the acceleration in full of the Total Outstandings (as defined in the Term Loan Credit Agreement) (the “Maturity Date”).

Under the terms of the Term Loan Credit Agreement, the Company can obtain Base Rate Loans (as defined in the Term Loan Credit Agreement) or Term SOFR Rate Loans (as defined in the Term Loan Credit Agreement). Base Rate Loans are denominated in dollars and bear interest at a Base Rate (as defined in the Term Loan Credit Agreement) plus a margin ranging from 0 basis points to 125 basis points determined on the basis of the Company’s then current credit ratings. Term SOFR Rate Loans bear interest at a Term SOFR Rate (as defined in the Term Loan Credit Agreement) plus an additional 10 basis point credit spread adjustment plus a margin ranging from 100 basis points to 225 basis points determined on the basis of the Company’s then current credit ratings. The Company is obligated to repay the aggregate principal amount of any outstanding Base Rate Loans or Term SOFR Rate Loans on the Maturity Date. The Company may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Term SOFR Rate Loans.

The proceeds of the loans made under the Term Loan Credit Agreement may be used by the Company to finance, in part, the cash consideration of the Company’s previously announced 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, and to pay fees and expenses in connection with such acquisition and the Term Loan Credit Agreement.

The Term Loan Credit Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including, among other things, (i) a restriction on the ability of the Company or certain of its subsidiaries to incur or permit liens on assets, subject to certain significant exceptions, (ii) a restriction on the ability of certain of the Company’s subsidiaries to incur debt, subject to certain significant exceptions, (iii) the establishment of a maximum ratio of consolidated debt to total capital of the Company and its subsidiaries that are subject to the restrictions of the Term Loan Credit Agreement such that consolidated debt shall not exceed 65% of total capital as of the end of any fiscal quarter, (iv) a limitation on certain changes to the Company’s business, and (v) certain restrictions related to mergers and sales of all or substantially all of the Company’s assets.

The foregoing description of the Term Loan Credit Agreement does not purport to be a complete statement of the parties’ rights and obligations under the Term Loan Credit Agreement and the transactions contemplated by the Term Loan Credit Agreement and is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in 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 is incorporated by reference into this Item 2.03.

(d) Exhibits.

*       Certain schedules and similar attachments have been omitted. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.

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.