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Proxy Advisory Firm ISS Recommends EQT Shareholders Vote "FOR" Transaction with Rice Energy


EQT Corporation (NYSE:EQT), today announced that the nation's leading
independent proxy advisor firm, Institutional Shareholder Services
(ISS), has recommended that EQT shareholders vote "FOR" the pending
transaction with Rice Energy Inc. (NYSE:RICE). EQT's Board of Directors
also reiterates its unanimous recommendation for the transaction and
advises EQT shareholders to follow instructions on the WHITE proxy card
and vote "FOR" all agenda items. EQT also issues the following statement:

We are pleased that ISS recommends that EQT shareholders vote for the
acquisition of Rice Energy Inc.

In making its recommendations, ISS noted1:

"The proposed transaction has inherent industrial logic and appears to
better position the company to resolve its long-standing
sum-of-the-parts discount."

"It also appears that a resolution of the discount could deliver more
value on a pro forma basis than it would on a standalone basis. The
board indicates that it will address the discount following close of the
transaction and has taken several steps to reassure shareholders on the
matter, a sense which appears to be reflected in the market's sustained
positive reaction to events that have transpired since announcement. As
such, support for the transaction is warranted."

"…it is encouraging to see a leadership team willing to make themselves
directly accountable to shareholders."

This recommendation underscores the outstanding strategic and
operational fit of the Rice acquisition, which we believe will create
significant value for all of EQT's shareholders in the near- and
long-term. As one of the lowest-cost producers in the United States, we
expect the transaction will enrich our financial flexibility and
liquidity, which will maintain our investment-grade credit rating; and
also enhance EQT's optionality to address the sum-of-the-parts discount.
Together with Rice, we expect to be well-positioned to capture
significant operating efficiencies, improve overall well economics, and
deliver stronger returns to our shareholders.

This is an exciting time at EQT. The value creation opportunities for
EQT from the Rice acquisition are meaningful and unique. To that end,
immediately upon closing of the Rice transaction, EQT will establish a
Committee of the Board of Directors to evaluate options for addressing
the sum-of-the-parts discount. EQT has also commenced a search for two
additional, independent Board members with extensive midstream
experience. The directors will be appointed immediately upon closing of
the transaction and will join the Committee to assist in the evaluation.
Based on the Committee's recommendation, EQT's Board will announce a
decision by the end of the first quarter 2018. To ensure accountability
to our shareholders, the EQT Board will also move the date of the 2018
annual shareholder meeting and the window for shareholders to nominate
director candidates until after the Company
has announced its plan to address the sum-of-the-parts discount.

We remain confident that the Rice transaction is in the best interest of
all shareholders and look forward to closing the transaction shortly
following approval by our shareholders on November 9, 2017.

Shareholders with questions about how to vote their shares may call
Innisfree M&A Incorporated, the company's proxy solicitor, toll-free at
877) 717-3930 (from the U.S. and Canada) or (412) 232-3651 (from other

About EQT Corporation:

EQT Corporation is an integrated energy company with emphasis on
Appalachian area natural gas production, gathering, and transmission.
With more than 125 years of experience, EQT continues to be a leader in
the use of advanced horizontal drilling technology – designed to
minimize the potential impact of drilling-related activities and reduce
the overall environmental footprint. Through safe and responsible
operations, the Company is committed to meeting the country's growing
demand for clean-burning energy, while continuing to provide a rewarding
workplace and enrich the communities where its employees live and work.
EQT also owns a 90% limited partner interest in EQT GP Holdings, LP. EQT
GP Holdings, LP owns the general partner interest, all of the incentive
distribution rights, and a portion of the limited partner interests in
EQT Midstream Partners, LP.

Visit EQT Corporation at

Cautionary Statement Regarding Forward-Looking Information

This communication may contain certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, EQT's and
Rice's plans, objectives, expectations and intentions, the expected
timing of completion of the transaction, and other statements that are
not historical facts. Such statements are subject to numerous
assumptions, risks, and uncertainties. Statements that do not describe
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. Forward-looking statements
may be identified by words such as expect, anticipate, believe, intend,
estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could, or
similar variations. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and the
Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or
risk factors is complete, below are certain factors which could cause
actual results to differ materially from those contained or implied in
the forward-looking statements including: risks related to EQT's
acquisition and integration of acquired businesses and assets; the cost
of defending EQT's intellectual property; technological changes and
other trends affecting the oil and gas industry; the possibility that
the proposed transaction does not close when expected or at all because
required regulatory, shareholder or other approvals are not received or
other conditions to the closing are not satisfied on a timely basis or
at all; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; uncertainties as to the timing of the
transaction; competitive responses to the transaction; the possibility
that the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or problems
arising from, the integration of the two companies; the possibility that
the transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management's attention from ongoing business operations and
opportunities; EQT's ability to complete the acquisition and integration
of Rice successfully; the possibility of litigation relating to the
transaction; and other factors that may affect future results of EQT and
Rice. Additional factors that could cause results to differ materially
from those described above can be found in EQT's Annual Report on Form
10-K for the year ended December 31, 2016 and in its subsequent
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017,
June 30, 2017 and September 30, 2017, each of which is on file with the
SEC and available in the "Investors" section of EQT's website,,
under the heading "SEC Filings" and in other documents EQT files with
the SEC, and in Rice's Annual Report on Form 10-K for the year ended
December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2017 and June 30, 2017, each of which
is on file with the SEC and available in the "Investor Relations"
section of Rice's website,,
under the subsection "Financial Information" and then under the heading
"SEC Filings" and in other documents Rice files with the SEC.

All forward-looking statements speak only as of the date they are made
and are based on information available at that time. Neither EQT nor
Rice assumes any obligation to update forward-looking statements to
reflect circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence of
unanticipated events except as required by federal securities laws. As
forward-looking statements involve significant risks and uncertainties,
caution should be exercised against placing undue reliance on such

Important Additional Information

In connection with the proposed transaction, EQT has filed with the SEC
a registration statement on Form S-4 that contains a joint proxy
statement of EQT and Rice and also constitutes a prospectus of EQT. The
registration statement was declared effective by the SEC on October 12,
2017 and EQT and Rice commenced mailing the definitive joint proxy
statement/prospectus to their respective shareholders on or about
October 12, 2017. This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. SHAREHOLDERS OF EQT AND
WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of
the registration statement and the joint proxy statement/prospectus, as
well as other filings containing information about EQT and Rice, without
charge, at the SEC's website (
Copies of the documents filed with the SEC by EQT can be obtained,
without charge, by directing a request to Investor Relations, EQT
Corporation, EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3111, Tel. No. (412) 553-5700. Copies of the documents filed with
the SEC by Rice can be obtained, without charge, by directing a request
to Investor Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg,
Pennsylvania 15317, Tel. No. (724) 271-7200.

Participants in the Solicitation

EQT, Rice, and certain of their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
EQT's directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on February 17, 2017, and
certain of its Current Reports on Form 8-K. Information regarding Rice's
directors and executive officers is available in its definitive proxy
statement, which was filed with the SEC on April 17, 2017, and certain
of its Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, is contained
in the definitive joint proxy statement/prospectus of EQT and Rice and
other relevant materials filed with the SEC. Free copies of this
document may be obtained as described in the preceding paragraph.

1 Permission to use quotations neither sought nor obtained.

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