EQT Corp 10-Q

Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in Item 1A., "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2021 other than those listed in this section. Completion of the Tug Hill and XcL Midstream Acquisition is subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis or at all. Failure to complete the Tug Hill and XcL Midstream Acquisition could have material and adverse effects on us. Completion of the Tug Hill and XcL Midstream Acquisition is subject to a number of conditions, including, among other things, the termination or expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the completion of the Tug Hill and XcL Midstream Acquisition uncertain. In addition, the Tug Hill and XcL Midstream Purchase Agreement contains certain termination rights for both us and THQ Appalachia I, LLC (Tug Hill) and THQ-XcL Holdings I, LLC (XcL Midstream and, together with Tug Hill, the Tug Hill and XcL Midstream Sellers), which if exercised, will also result in the Tug Hill and XcL Midstream Acquisition not being consummated. Furthermore, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Tug Hill and XcL Midstream Acquisition or require changes to the terms thereof. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the transactions or of imposing additional costs or limitations on us following completion of the Tug Hill and XcL Midstream Acquisition, any of which might have an adverse effect on us following completion of the Tug Hill and XcL Midstream Acquisition. If the Tug Hill and XcL Midstream Acquisition is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Tug Hill and XcL Midstream Acquisition, we will be subject to a number of risks, including the following: • we will be required to pay our costs relating to the Tug Hill and XcL Midstream Acquisition, such as legal, accounting and financial advisory expenses, whether or not the transactions are completed; • time and resources committed by our management to matters relating to the Tug Hill and XcL Midstream Acquisition could otherwise have been devoted to pursuing other beneficial opportunities; and • the market price of EQT’s common stock could decline to the extent that the current market price reflects a market assumption that the Tug Hill and XcL Midstream Acquisition will be completed. In addition to the above risks, if the Tug Hill and XcL Midstream Purchase Agreement is terminated and our Board of Directors seeks another acquisition, EQT’s 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 Tug Hill and XcL Midstream Acquisition. Also, if the Tug Hill and XcL Midstream Purchase Agreement is terminated under certain specified circumstances by the Tug Hill and XcL Midstream Sellers, the $150.0 million deposit placed by us into escrow, to be credited toward the cash consideration payable at the closing of the Tug Hill and XcL Midstream Acquisition, will be disbursed to the Tug Hill and XcL Midstream Sellers. If the Tug Hill and XcL Midstream Acquisition is consummated, we may be unable to successfully integrate the Tug Hill assets or the XcL Midstream assets into our business or achieve the anticipated benefits of the Tug Hill and XcL Midstream Acquisition. Our ability to achieve the anticipated benefits of the Tug Hill and XcL Midstream Acquisition will depend in part upon whether we can integrate the Tug Hill and XcL Midstream assets and their operations into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful acquisition of producing properties, including the Tug Hill and XcL Midstream assets, requires an assessment of several factors, including: • recoverable reserves; • future natural gas and oil prices and their appropriate differentials; • availability and cost of transportation of production to markets; • availability and cost of drilling equipment and of skilled personnel; • development and operating costs including access to water and potential environmental and other liabilities; and • regulatory, permitting and similar matters. 40 Table of Contents The accuracy of these assessments is inherently uncertain. In connection with our assessment of Tug Hill’s assets, we have performed a review of the subject properties that we believe to be generally consistent with industry practices. The review was based on our analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines without review by an independent petroleum engineering firm. Data used in such review was furnished by the Tug Hill and XcL Midstream Sellers or obtained from publicly available sources. Our review may not reveal all existing or potential problems or permit us to fully assess the deficiencies and potential recoverable reserves for all of Tug Hill’s assets, and the reserves and production related to the Tug Hill assets may differ materially after such data is reviewed by an independent petroleum engineering firm or further by us. Inspections were not performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. The integration process may be subject to delays or changed circumstances, and we can give no assurance that the Tug Hill assets or the XcL Midstream assets will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of the Tug Hill and XcL Midstream Acquisition will materialize. We and the subsidiaries of the Tug Hill and XcL Midstream Sellers that we intend to acquire in the Tug Hill and XcL Midstream Acquisition (the Tug Hill and XcL Midstream Companies) will be subject to business uncertainties while the Tug Hill and XcL Midstream Acquisition is pending, which could adversely affect our business. In connection with the pendency of the Tug Hill and XcL Midstream Acquisition, it is possible that certain persons with whom we or the Tug Hill and XcL Midstream Companies have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or the Tug Hill and XcL Midstream Companies, as the case may be, as a result of the Tug Hill and XcL Midstream Acquisition, which could negatively affect our or the Tug Hill and XcL Midstream Companies’ revenues, earnings and cash flows as well as the market price of EQT’s common stock, regardless of whether the Tug Hill and XcL Midstream Acquisition is completed. Also, our and the Tug Hill and XcL Midstream Companies’ ability to attract, retain and motivate employees may be impaired until the Tug Hill and XcL Midstream Acquisition is completed, and our ability to do so may be impaired for a period of time thereafter, as current and prospective employees may experience uncertainty about their roles within the company following the Tug Hill and XcL Midstream Acquisition. Under the terms of the Tug Hill and XcL Midstream Purchase Agreement, both we and the Tug Hill and XcL Midstream Companies are subject to certain restrictions on the conduct of business prior to the effective time of the Tug Hill and XcL Midstream Acquisition, which may adversely affect our and the Tug Hill and XcL Midstream Companies’ ability to execute certain of our and their business strategies, including the ability in certain cases to modify or enter into certain contracts, acquire or dispose of certain assets, incur or prepay certain indebtedness, incur encumbrances, make capital expenditures or settle claims. Such limitations could negatively affect our and the Tug Hill and XcL Midstream Companies’ businesses and operations prior to the completion of the Tug Hill and XcL Midstream Acquisition. We will incur significant transaction costs in connection with the Tug Hill and XcL Midstream Acquisition. We have incurred, and are expected to continue to incur, a number of non-recurring costs associated with the Tug Hill and XcL Midstream Acquisition, combining the operations of the Tug Hill and XcL Midstream assets with ours and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Tug Hill and XcL Midstream Acquisition is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance and benefit costs. We will also incur costs related to formulating and implementing integration plans. Although we expect that the elimination of duplicative costs, as well as the realization of synergies and efficiencies related to the integration of the Tug Hill and XcL Midstream assets, should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all. Securities class action and derivative lawsuits may be brought against us in connection with the Tug Hill and XcL Midstream Acquisition, which could result in substantial costs and may delay or prevent the Tug Hill and XcL Midstream Acquisition from being completed. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is 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. 41 Table of Contents Lawsuits that may be brought against us or our or their directors could also seek, among other things, injunctive relief or other equitable relief, including a request to enjoin us from consummating the Tug Hill and XcL Midstream Acquisition. One of the conditions to the closing of the Tug Hill and XcL Midstream Acquisition is that no court, tribunal or other governmental authority of competent jurisdiction has issued a final and non-appealable order, decree, judgment or law prohibiting the consummation of the Tug Hill and XcL Midstream Acquisition. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Tug Hill and XcL Midstream Acquisition, that injunction may delay or prevent the Tug Hill and XcL Midstream Acquisition from being completed within the expected timeframe or at all, which may adversely affect our business, financial position and results of operation.