As filed with the Securities and Exchange Commission
on July 22, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
EQT CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania |
|
| (State or other jurisdiction of incorporation or |
25-0464690 |
| organization) |
(I.R.S. Employer Identification No.) |
| |
|
| 625 Liberty Avenue, Suite 1700 |
|
| Pittsburgh, Pennsylvania |
15222 |
| (Address of Principal Executive Offices) |
(Zip Code) |
|
EQT CORPORATION 2020 LONG-TERM INCENTIVE PLAN,
AS AMENDED
(Full title of the plan) |
| __________________ |
|
William E. Jordan
Executive Vice President, General Counsel and
Corporate Secretary
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222
(Name and address of agent for service)
|
| (412) 553-5700 |
| (Telephone number, including area code, of agent for service) |
__________________
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| |
|
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On July 22, 2024, pursuant to the Agreement
and Plan of Merger, dated as of March 10, 2024, by and among EQT Corporation, a Pennsylvania corporation (the “Company”),
Humpty Merger Sub Inc., an indirect wholly owned subsidiary of the Company (“Merger Sub”), Humpty Merger Sub LLC, an indirect
wholly owned subsidiary of the Company (“LLC Sub”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“Equitrans”),
Merger Sub merged with and into Equitrans (the “First Merger”), with Equitrans surviving as an indirect wholly owned subsidiary
of the Company (the “First Step Surviving Corporation”), and as the second step in a single integrated transaction with the
First Merger, the First Step Surviving Corporation merged with and into LLC Sub (the “Second Merger” and, together with the
First Merger, the “Merger”), with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of the Company.
This registration statement on Form S-8 (this
“registration statement”) registers the offer and sale of an additional 17,409,957 shares of common stock, no par value, of
the Company (“Common Stock”), issuable under the EQT Corporation 2020 Long-Term Incentive Plan, as amended from time to time,
which additional shares of Common Stock represent the number of shares of common stock, no par value, of Equitrans that remained available
for issuance under the Equitrans Midstream Corporation 2024 Long-Term Incentive Plan as of immediately prior to the consummation of the
Merger and as appropriately adjusted to reflect the Merger.
Pursuant to an exemption provided by
Rule 303A.08 of the New York Stock Exchange Listed Company Manual and interpretative guidance thereunder, shares that are
available for grant under a pre-existing shareholder approved plan of an issuer that is acquired in an acquisition or merger may be
used by the listed acquiring company for certain post-transaction grants, either under the pre-existing plan or another plan,
without further shareholder approval, provided that (i) the number of shares available for grants after such transaction is
appropriately adjusted to reflect the transaction, (ii) the time during which those shares are available is not extended
beyond the period when they would have been available under the pre-existing plan, absent the transaction, and (iii) such
awards are not granted to individuals who were employed by the granting company or its subsidiaries immediately prior to the time
that the merger or acquisition was consummated.
Pursuant to General Instruction E to Form S-8,
the Company incorporates by reference into this registration statement the contents of its registration statement on Form S-8, including
all exhibits filed therewith or incorporated therein by reference, filed with the Securities and Exchange Commission (the “Commission”)
on May 1, 2020 (File No. 333-237953) and its registration statement on Form S-8, including all exhibits filed therewith
or incorporated therein by reference, filed with the Commission on April 21, 2022 (File No. 333-264423), in each case, except
as expressly modified herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the
Company with the Commission are incorporated by reference into this registration statement:
| (c) | Current Reports on Form 8-K or Form 8-K/A filed on October 30,
2023, January 2,
2024, January 17,
2024, January 19,
2024, February 9,
2024, March 11,
2024, March 11,
2024, April 15,
2024, April 19,
2024, May 16,
2024, May 23,
2024, May 31,
2024, June 14,
2024, June 25,
2024, July 11, 2024, July 18, 2024, and July 22, 2024; and |
| (d) | The description of the Common Stock set forth in Exhibit 99.1 to the Current Report on Form 8-K filed on July 15, 2019,
including any amendment or report filed for the purpose of updating such description. |
To the extent that any information contained in
any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information
or exhibit is specifically not incorporated by reference.
Except to the extent that information is deemed
furnished and not filed pursuant to securities laws and regulations, all reports and other documents that the Company subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this registration statement and prior to the filing of a post-effective amendment that indicates that the Company has sold all
of the securities offered under this registration statement or deregisters all such securities then remaining unsold shall be deemed to
be incorporated by reference in this registration statement and to be a part hereof from the date that the Company files such report or
document.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated
by reference herein modifies or replaces such statement. Any such statement so modified or replaced shall not be deemed, except as so
modified or replaced, to constitute a part of this registration statement.
Item 8. Exhibits.
The following is a list of exhibits filed as part
of this registration statement, which are incorporated herein:
|
Exhibit No. |
|
Description |
| 4.1 |
|
Restated Articles of Incorporation of EQT Corporation (as amended through November 13, 2017) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 14, 2017). |
| 4.2 |
|
Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective May 1, 2020) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 4, 2020). |
| 4.3 |
|
Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective July 23, 2020) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 23, 2020). |
| 4.4 |
|
Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective July 18, 2024) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 18, 2024). |
| 4.5 |
|
Amended and Restated Bylaws of EQT Corporation (amended through December 12, 2023) (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 12, 2023). |
| 4.6 |
|
Amendment to Amended and Restated Bylaws of EQT Corporation (effective July 18, 2024) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 22, 2024). |
| 5.1* |
|
Opinion of Morgan, Lewis & Bockius LLP. |
| 23.1* |
|
Consent of Ernst & Young LLP (independent registered public accounting firm for EQT Corporation). |
| 23.2* |
|
Consent of Ernst & Young LLP (independent registered public accounting firm for Equitrans Midstream Corporation). |
| 23.3* |
|
Consent of Ernst & Young LLP (independent auditors for Equitrans Midstream Corporation - Mountain Valley Pipeline, LLC - Series A). |
| 23.4* |
|
Consent of KPMG LLP (independent auditors of THQ Appalachia I, LLC). |
| 23.5* |
|
Consent of KPMG LLP (independent auditors of THQ-XcL Holdings I, LLC). |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pittsburgh, Commonwealth of Pennsylvania, on July 22, 2024.
| |
EQT Corporation |
| |
|
|
| |
By: |
/s/ Jeremy T. Knop |
| |
|
Jeremy T. Knop |
| |
|
Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
appoints Toby Z. Rice, Jeremy T. Knop, and William E. Jordan, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact
and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement (including all pre-effective and post-effective amendments and
registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the date indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Toby Z. Rice |
|
President, Chief Executive Officer and Director |
|
July 22, 2024 |
| Toby Z. Rice |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Jeremy T. Knop |
|
Chief Financial Officer |
|
July 22, 2024 |
| Jeremy T. Knop |
|
(Principal Financial Officer) |
|
|
| |
|
|
|
|
| /s/ Todd M. James |
|
Chief Accounting Officer |
|
July 22, 2024 |
| Todd M. James |
|
(Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Lydia I. Beebe |
|
Chair of the Board |
|
July 22, 2024 |
| Lydia I. Beebe |
|
|
|
|
| |
|
|
|
|
| /s/ Vicky A. Bailey |
|
Director |
|
July 22, 2024 |
| Vicky A. Bailey |
|
|
|
|
| |
|
|
|
|
| /s/ Lee M. Canaan |
|
Director |
|
July 22, 2024 |
| Lee M. Canaan |
|
|
|
|
| |
|
|
|
|
| /s/ Janet L. Carrig |
|
Director |
|
July 22, 2024 |
| Janet L. Carrig |
|
|
|
|
| |
|
|
|
|
| /s/ Frank C. Hu |
|
Director |
|
July 22, 2024 |
| Frank C. Hu |
|
|
|
|
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Kathryn J. Jackson |
|
Director |
|
July 22, 2024 |
| Kathryn J. Jackson |
|
|
|
|
| |
|
|
|
|
| /s/ Thomas F. Karam |
|
Director |
|
July 22, 2024 |
| Thomas F. Karam |
|
|
|
|
| |
|
|
|
|
| /s/ John F. McCartney |
|
Director |
|
July 22, 2024 |
| John F. McCartney |
|
|
|
|
| |
|
|
|
|
| /s/ James T. McManus II |
|
Director |
|
July 22, 2024 |
| James T. McManus II |
|
|
|
|
| |
|
|
|
|
| /s/ Anita M. Powers |
|
Director |
|
July 22, 2024 |
| Anita M. Powers |
|
|
|
|
| |
|
|
|
|
| /s/ Daniel J. Rice IV |
|
Director |
|
July 22, 2024 |
| Daniel J. Rice IV |
|
|
|
|
| |
|
|
|
|
| /s/ Robert F. Vagt |
|
Director |
|
July 22, 2024 |
| Robert F. Vagt |
|
|
|
|
| |
|
|
|
|
| /s/ Hallie A. Vanderhider |
|
Director |
|
July 22, 2024 |
| Hallie A. Vanderhider |
|
|
|
|
| |
|
|
|
|
EXHIBIT 5.1
July 22, 2024
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222
Re: EQT Corporation Registration Statement on Form S-8 Filed on
July 22, 2024
Ladies and Gentlemen:
We have acted as counsel to EQT Corporation, a Pennsylvania corporation
(the “Company”), in connection with its filing of a Registration Statement on Form S-8 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”)
on the date hereof. The Registration Statement relates to the registration of the offer and sale of an additional 17,409,957 shares of
common stock, no par value, of the Company (the “Common Stock”), to be issued under the EQT Corporation 2020 Long-Term Incentive
Plan, as amended (the “Plan”), which additional shares of Common Stock represent the number of shares of common stock, no
par value, of Equitrans Midstream Corporation (“Equitrans”) that remained available for issuance under the Equitrans Midstream
Corporation 2024 Long-Term Incentive Plan as of immediately prior to the consummation of the merger contemplated by that certain Agreement
and Plan of Merger, dated as of March 10, 2024, by and among the Company, Humpty Merger Sub Inc., an indirect wholly owned subsidiary
of the Company, Humpty Merger Sub LLC, an indirect wholly owned subsidiary of the Company, and Equitrans.
In connection with this opinion letter, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Restated Articles of Incorporation
of the Company, as amended to date, (ii) the Amended and Restated Bylaws of the Company, as amended to date, (iii) certain
resolutions of the Company’s Board of Directors relating to the Registration Statement, (iv) the Plan, and (v) such other
documents, records and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.
We have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents
submitted to us as certified, facsimile, or photostatic copies and the authenticity of the originals of all documents submitted to us
as copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers of
the Company, representations made by the Company in documents examined by us, and representations of officers of the Company. We have
also obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our
opinions set forth below.
Subject to the foregoing and the other matters set forth herein, we
are of the opinion, as of the date hereof, that the Common Stock has been duly authorized by the Company and, when issued by the Company
in accordance with the provisions of the Plan, will be validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to
the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent
is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
The opinions expressed herein are limited to the Federal laws of the
United States and the Pennsylvania Business Corporation Law of 1988, as amended.
|
Very truly yours, |
|
| |
|
| /s/ Morgan, Lewis & Bockius LLP |
|
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the EQT Corporation 2020 Long-Term Incentive Plan, as amended, of our reports dated February 14, 2024,
with respect to the consolidated financial statements and schedule of EQT Corporation and subsidiaries and the effectiveness of internal
control over financial reporting of EQT Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 2023, filed with the Securities and Exchange Commission.
Pittsburgh, Pennsylvania
July 22, 2024
Exhibit 23.2
Consent of Independent Registered
Public Accounting Firm
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of EQT Corporation pertaining to the EQT Corporation 2020 Long-Term Incentive Plan, as amended,
of our report dated February 20, 2024, with respect to the consolidated financial statements of Equitrans Midstream Corporation included
in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
Pittsburgh, Pennsylvania
July 22, 2024
Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of EQT Corporation pertaining to the EQT Corporation 2020 Long-Term Incentive Plan, as amended,
of our report dated February 20, 2024, with respect to the financial statements of Mountain Valley Pipeline, LLC – Series A
included in Equitrans Midstream Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2023, filed with
the Securities and Exchange Commission.
Pittsburgh, Pennsylvania
July 22, 2024
Exhibit 23.4
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statement
on Form S-8 of EQT Corporation, to be filed on or about July 22, 2024, of our report dated March 29, 2023, with respect
to the consolidated financial statements of THQ Appalachia I, LLC, which report appears in the Form 8-K of EQT Corporation dated
May 3, 2023.
Dallas, Texas
July 22, 2024
Exhibit 23.5
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statement
on Form S-8 of EQT Corporation, to be filed on or about July 22, 2024, of our report dated March 29, 2023, with respect
to the consolidated financial statements of THQ-XcL Holdings I, LLC, which report appears in the Form 8-K of EQT Corporation dated
May 3, 2023.
Dallas, Texas
July 22, 2024
Exhibit 23.6
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
AND GEOLOGISTS
We hereby consent to the incorporation by reference into this Registration
Statement on Form S-8 (including any amendments thereto) of EQT Corporation of our audit letter dated January 4, 2024, with
respect to our audit of EQT Corporation’s estimates of proved reserves and future revenue, as of December 31, 2023, included
in EQT Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We have no interest of a
substantial or material nature in EQT Corporation or any of its affiliates. We have not been employed on a contingent basis, and we are
not connected with EQT Corporation, or any of its affiliates, as a promoter, underwriter, voting trustee, director, officer, employee
or affiliate.
| |
NETHERLAND, SEWELL & ASSOCIATES, INC. |
| |
|
| |
By: |
/s/ Richard B. Talley, Jr., P.E. |
| |
|
Richard B. Talley, Jr., P.E. |
| |
|
Chairman and Chief Executive Officer |
Houston, Texas
July 22, 2024
Exhibit 23.7
Consent of Independent Petroleum Engineers
As independent petroleum engineers, we hereby consent to the references
to our firm, in the context in which they appear, and to the references to, and the inclusion of, our reserve report and oil, natural
gas and NGL reserves estimates and forecasts of economics as of December 31, 2022, included in or made part of this Registration
Statement on Form S-8 of EQT Corporation (including any amendments thereto), which appears in the Current Report on Form 8-K
of EQT Corporation filed with the Securities and Exchange Commission on May 3, 2023.
| |
CAWLEY, GILLESPIE & ASSOCIATES, INC. |
| |
Texas Registered Engineering Firm |
| |
|
| |
/s/ W. Todd Brooker, P.E. |
| |
W. Todd Brooker, P.E. |
| |
President |
Austin, Texas
July 22, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
EQT Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| |
|
|
|
Proposed |
|
|
|
| |
|
|
|
Maximum |
|
|
|
| |
|
Fee |
|
Offering |
|
|
Amount of |
| Security |
|
Calculation |
Amount |
Price Per |
Maximum Aggregate |
|
Registration |
| Type |
Security Class Title |
Rule |
Registered(1) |
Unit |
Offering Price |
Fee Rate |
Fee |
| Equity |
Common Stock, no par value |
Other(2) |
17,409,957 |
$35.75(2) |
$622,405,962.75 |
$147.60 per $1,000,000 |
$91,867.12 |
| Total Offering Amounts |
|
$622,405,962.75 |
|
$91,867.12 |
| Total Fee Offsets |
|
|
|
$0 |
| Net Fee Due |
|
|
|
$91,867.12 |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement also covers an indeterminate number of additional shares of common stock, no par value (“Common Stock”), of EQT
Corporation issuable with respect to the shares being registered hereunder by reason of any stock dividend, stock split, recapitalization
or other similar transaction. |
| (2) | Calculated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) and (h) under
the Securities Act; this price is equal to the average of the high and low prices of the Common Stock as reported on the New York Stock
Exchange on July 18, 2024. |
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