Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Conversion of Certain Convertible Notes . During the first quarter of 2023, we settled conversion notices submitted by holders of Convertible Notes (defined and described in Note 6 to the Condensed Consolidated Financial Statements) requesting the conversion of the aggregate principal of certain Convertible Notes (the Converted Notes) by issuing to such converting holders shares of EQT Corporation common stock as stated in the below table. Such shares were issued in transactions exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration was paid in connection with conversion of the Converted Notes.
Settlement Date Principal Converted Shares Issued Fair Market Value
(Thousands) (Thousands)
January 4, 2023 $ 7 473 $ 16
February 15, 2023 8 541 17
March 3, 2023 1 68 2
March 10, 2023 2 136 4
March 20, 2023 1 68 2
March 23, 2023 2 136 4
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Repurchases of Equity Securities. The following table sets forth our repurchases of equity securities registered under Section 12 of the Exchange Act that occurred during the three months ended March 31, 2023.
Total number of shares purchased Average price paid
per share (a) Total number of shares purchased as part of
publicly announced plans or programs (b) Approximate dollar value of shares that may
yet be purchased under the plans or programs (b)
January 1, 2023 – January 31, 2023 5,906,159 $ 33.86 5,906,159 $ 1,377,882,867
February 1, 2023 – February 28, 2023 — — — 1,377,882,867
March 1, 2023 – March 31, 2023 — — — 1,377,882,867
Total 5,906,159 5,906,159
(a) Excludes any fees, commissions or other expenses associated with the share repurchases.
(b) On December 13, 2021, we announced that our Board of Directors approved a share repurchase program (the Share Repurchase Program) authorizing us to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $1 billion, excluding fees, commissions and expenses. On September 6, 2022, we announced that our Board of Directors approved a $1 billion increase to the Share Repurchase Program, pursuant to which approval we are authorized to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $2 billion, excluding fees, commissions and expenses. Repurchases under the Share Repurchase Program may be made from time to time in amounts and at prices we deem appropriate and will be subject to a variety of factors, including the market price of our common stock, general market and economic conditions, applicable legal requirements and other considerations. The Share Repurchase Program was originally scheduled to expire on December 31, 2023; however, on April 26, 2023, we announced that our Board of Directors approved a one-year extension of the Share Repurchase Program. As a result of such extension, the Share Repurchase Program will expire on December 31, 2024, but it may be suspended, modified or discontinued at any time without prior notice. As of March 31, 2023, we had purchased shares for an aggregate purchase price of $622.1 million, excluding fees, commissions and expenses, under the Share Repurchase Program since its inception. The total number of shares purchased and the approximate dollar value of shares that may yet be purchased under the Share Repurchase Program reported in this table reflect shares purchased in each month based on the trade date; however, certain purchases may not have settled until the following month.
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Item 6. Exhibits
Exhibit No. Description Method of Filing
3.01(a)
Restated Articles of Incorporation of EQT Corporation (as amended through November 13, 2017). Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on November 14, 2017.
3.01(b)
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 Form 8-K (#001-3551) filed on May 4, 2020.
3.01(c)
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 Form 8-K (#001-3551) filed on July 23, 2020.
3.02
Amended and Restated Bylaws of EQT Corporation (as amended through May 1, 2020). Incorporated herein by reference to Exhibit 3.4 to Form 8-K (#001-3551) filed on May 4, 2020.
10.01*
Transition Agreement and General Release, dated February 11, 2023, between EQT Corporation and David M. Khani. Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on February 13, 2023.
10.02(a)**
Letter Agreement (Construction and Development), dated January 23, 2023, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended. Incorporated herein by reference to Exhibit 10.03(r)** to Form 10-K (#001-3551) for the year ended December 31, 2022.
10.02(b)**
Fourth Amendment to Gas Gathering and Compression Agreement, dated January 23, 2023 and made effective December 31, 2022, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC. Incorporated herein by reference to Exhibit 10.03(s)** to Form 10-K (#001-3551) for the year ended December 31, 2022.
10.02(c)**
Letter Agreement (Franklin Denny Gas), dated January 27, 2023, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended. Incorporated herein by reference to Exhibit 10.03(t)** to Form 10-K (#001-3551) for the year ended December 31, 2022.
10.03
Second Amendment to Credit Agreement, dated April 25, 2023, among EQT Corporation, PNC Bank, National Association, as administrative agent, and the other lenders party thereto. Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 26, 2023.
31.01
Rule 13(a)-14(a) Certification of Principal Executive Officer. Filed herewith as Exhibit 31.01.
31.02
Rule 13(a)-14(a) Certification of Principal Financial Officer. Filed herewith as Exhibit 31.02.
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Section 1350 Certification of Principal Executive Officer and Principal Financial Officer. Furnished herewith as Exhibit 32.
101 Interactive Data File. Filed herewith as Exhibit 101.
104 Cover Page Interactive Data File. Formatted as Inline XBRL and contained in Exhibit 101.
*Management contract or compensatory arrangement.
**Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10(iv)), as applicable, of Regulation S-K. EQT Corporation agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the Securities Exchange Commission upon request. Redactions and omissions are designated with brackets containing asterisks.
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SIGNATURE
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 thereunto duly authorized.
EQT CORPORATION
(Registrant)
By: /s/ David M. Khani
David M. Khani
Chief Financial Officer
Date: April 27, 2023
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.