EQT Corp

Current report

Our acquisition of Range is subject to conditions, including certain conditions that are beyond our control and may not be satisfied. Failure to complete the Range Merger could have a material and adverse effect on us.

Current report

Completion of our acquisition of Range is subject to a number of conditions set forth in the Merger Agreement, including those described in Note 11 to the Condensed Consolidated Financial Statements. Some of the conditions, such as approval by our shareholders and Range's shareholders of the transaction and certain regulatory approvals, are beyond our control, which make the completion and timing of the completion of the Range Merger uncertain. In addition, the Merger Agreement contains certain termination rights for both Range and us, which if exercised, will also result in the Range Merger not being consummated. Furthermore, the governmental authorities from which regulatory approvals are required may impose conditions on the completion of the Range Merger or require changes to the terms of the Merger Agreement.

Current report

If the Range Merger is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the transaction, we will be subject to a number of risks, including the following: we will be required to pay our costs relating to the Range Merger, such as legal, accounting and financial advisory fees, whether or not the Range Merger is completed; time and resources committed by our management to matters relating to the Range Merger could otherwise have been devoted to pursuing other beneficial opportunities; and the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Range Merger will be completed. In addition to such risks, if the Merger Agreement is terminated and our Board of Directors seeks another acquisition, our shareholders cannot be certain that we will be able to find a party willing to enter into a transaction as attractive to us as the Range Merger.

Current report

If the Range Merger is completed, we may not achieve the anticipated benefits.

Current report

There can be no assurance that we will be able to successfully integrate Range and the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected. If the combined company is not able to realize the anticipated benefits expected from the transaction within the anticipated timing or at all, the combined company's business, financial condition and operating results may be adversely affected, the combined company's earnings per share may be diluted, the accretive effect of the Range Merger may decrease or be delayed and the share price of the combined company may be negatively impacted. The integration of the two companies will require significant time and focus from management following the Range Merger and could result in performance shortfalls as a result of the diversion of management's attention to such integration efforts. Difficulties in integrating Range into our company may result in the combined company performing differently than expected, in operational challenges or in the failure to realize anticipated synergies on the anticipated timeline. Potential difficulties that may be encountered in the integration process include, among others, complexities associated with managing a larger business; potential unknown liabilities and unforeseen expenses associated with Range; and inconsistencies between the two companies' standards, controls, procedures and policies. In addition, our business may be negatively impacted following the Range Merger if we are unable to effectively manage our expanded operations.

Current report

The Range Merger may be completed even though material adverse changes, such as industry-wide changes or other events, subsequent to the announcement of the transaction may occur.

Current report

Although one of the conditions to the consummation of the transaction is there being no Company Material Adverse Effect and no Parent Material Adverse Effect (each as defined in the Merger Agreement) having occurred since the date of the Merger Agreement, some types of changes do not permit the parties to refuse to complete the transaction, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of Range's financial condition or results of operations due to general economic conditions would not give us the right to refuse to complete the Range Merger. In such a case, our business and financial results after the Range Merger may be negatively affected.

Current report

We will be subject to business uncertainties while the Range Merger is pending, which could adversely affect our business, and the Range Merger may disrupt our current plans or operation.

Current report

It is possible that certain persons with whom we have a business relationship may delay certain business decisions relating to us in connection with the pendency of the Range Merger or they might decide to seek to terminate, change or renegotiate their relationships with us as a result of the Range Merger, which could negatively affect our revenues, earnings and cash flows, regardless of whether the Range Merger is completed.

Current report

In addition, under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the completion of the Range Merger, including the ability in certain cases to acquire certain assets, which could delay or otherwise adversely affect our ability to execute certain of our business strategies and could negatively affect our business and operations.

Current report

The Merger Agreement limits our ability to pursue alternatives to the Range Merger.

Current report

In the Merger Agreement, we have agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. In addition, upon termination of the Merger Agreement under certain circumstances specified therein, we would be required to pay Range a termination fee equal to $1,148 million. These provisions could discourage a potential acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of EQT from considering or pursuing an alternative transaction with us or proposing such a transaction. These provisions might also result in a potential acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

Current report

We are expected to incur significant transaction costs in connection with the acquisition of Range, which may be in excess of those anticipated by us.

Current report

We have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Range Merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Range Merger is completed, and could have an adverse effect on our financial condition and operating results following the completion of the transaction.

Current report

We may be a target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Range Merger from being completed.

Current report

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Range Merger, that injunction may delay or prevent the transaction from being completed, which may adversely affect our business, financial position and results of operations, as described in the first risk factor in this Item 1A.