24 Nov 2017listing compliance notice▼ BadMajor
EQT RE, LLC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
15 Nov 2017business combination● NeutralMajor
The EQT merger closed on Nov 13, 2017: Rice became a wholly owned EQT subsidiary and was then merged into EQT RE, LLC, which is now its successor. Each Rice share became 0.37 EQT share plus $5.30 cash, in total about 91.90 million EQT shares and about $1.3 billion in cash. The Wells Fargo credit agreements were repaid and ended, and the 6.25% 2022 and 7.25% 2023 notes were redeemed and cancelled, resolving those open debt threads. All Rice directors and listed officers, including Daniel Rice IV and Gray Lisenby, left their roles at closing. The text shown does not mention Rice IV or Vagt joining EQT's board. Rice stock was suspended from NYSE trading on Nov 13, with a Form 25 delisting requested and a Form 15 to end reporting planned.
13 Nov 2017listing compliance notice▼ BadMajor
EQT RE, LLC suspended its duty to file periodic reports with the SEC.
13 Nov 2017listing compliance notice● NeutralMajor
EQT RE, LLC's exchange filed to remove a class of its securities from listing.
31 Oct 2017business combination● Neutral
Rice and EQT disclosed four shareholder lawsuits filed in Aug 2017 (Gordon, Assad, Boerger, Wilson) claiming the merger proxy statement was misleading, with some seeking to block the merger or rescind it. Both companies call the claims without merit and say they cannot estimate any loss. They added extra background to the proxy statement to moot the disclosure claims, including that the named Rice holders' 36,832,830 shares (about 15.1% of Rice votes) are backing the deal and would become about 13.6 million EQT shares, about 5% of EQT after closing. This continues the merger thread ahead of the Nov 9, 2017 votes.
26 Oct 2017business combination● Neutral
On Oct 26, 2017 Rice and EQT amended the June 19, 2017 merger agreement so EQT's board can grow from twelve to fifteen directors, not thirteen as originally agreed. The change follows EQT's Oct 23 announcement that it is searching for two more independent directors with midstream experience, who would join after closing. The deal terms for Rice holders are not changed in the text shown, and the Nov 9, 2017 votes were still ahead.
12 Oct 2017business combination● NeutralMajor
On Oct 12, 2017 Rice filed the definitive joint proxy statement with EQT for the merger first announced June 19, 2017. Both companies' shareholders vote at special meetings on Nov 9, 2017; Rice holders would get 0.37 EQT share plus $5.30 cash per share, worth about $28.65 at EQT's Oct 11 close of $63.10 (versus about $27.04 at announcement). The filing estimates former Rice holders would own about 35% of EQT and existing EQT holders about 65%. This moves the merger thread forward; the votes have not yet happened.
20 June 2017debt financing▲ Good
On June 15, 2017 the Third Amendment to the Fourth Amended and Restated Credit Agreement was signed after the lenders' semi-annual review. The borrowing base and elected commitments each rose from $1.45 billion to $1.60 billion, with the next review set for October 2017. This continues the bank facility (Wells Fargo agent), now larger than the $750M commitments in the earlier context.
19 June 2017business combination● NeutralMajor
On June 19, 2017 Rice agreed to be acquired by EQT Corporation: each Rice share converts into 0.37 of an EQT share plus $5.30 in cash. Closing needs approval from both companies' shareholders, an effective S-4 and antitrust clearance, and either side can walk away if not closed by Feb 19, 2018 (extendable to May 19, 2018). A $255M termination fee applies in certain cases, Rice must redeem the REO units and Class A preferred held by others (the Vantage sellers' stake created in Oct 2016) and, unless EQT requests otherwise, the Series B units of Rice Midstream Holdings at closing. Daniel Rice IV and Robert Vagt are to join EQT's board, and key Rice holders signed a voting agreement to support the deal and not sell until it closes or ends.
21 Mar 2017debt financing● Neutral
On March 16, 2017 Rice Energy Operating LLC and Rice Energy Inc. signed a Second Amendment to the Fourth Amended and Restated Credit Agreement (Wells Fargo agent). It allows secured hedging up to six years out, with larger volumes allowed in years four and five, permits some unsecured physical hedging, and changes the credit rating threshold for non-lender hedge counterparties. No borrowing amounts are stated.
25 Oct 2016asset acquisition disposition● NeutralMajor
On Oct 19, 2016 Rice closed the Vantage Energy acquisition announced Sept 26 and, the same day, sold the acquired Vantage midstream assets (Vantage Energy II Access, LLC and Vista Gathering, LLC) to Rice Midstream Partners LP. Rice Energy Appalachia was renamed Rice Energy Operating LLC (REO); the Vantage sellers (affiliates of Quantum Energy Partners, Riverstone and Lime Rock) became REO members holding common units that can be redeemed for new Rice shares or cash at REO's option, so existing shareholders are diluted as those units are redeemed for shares. The sellers waived the right to nominate a director. This completes the pending Vantage deal and the midstream sale; the filing excerpt does not state the $600M price or the use of the offering proceeds.
30 Sept 2016material agreement● NeutralMajor
On Sept 26, 2016 Rice agreed to buy Vantage Energy for $2.7B: about $1.02B cash, about $700M of assumed net debt retired, and membership interests in Rice Energy Appalachia exchangeable into about 39.1M Rice shares (about $980M). Rice also agreed to sell Vantage's midstream entities (30 miles of dry gas gathering and compression) to Rice Midstream Partners for $600M after closing. Alongside, Rice sold 40,000,000 shares at $25.50 ($25.11 after discounts, closed Sept 30), with an option for 6,000,000 more. Existing shareholders face dilution from the new shares and the exchangeable interests. The Vantage deal is conditional on antitrust clearance and either party can terminate if it has not closed by Nov 10, 2016. The filing does not state how the offering proceeds will be used.
17 May 2016debt financing● NeutralMajor
On May 16, 2016 the Eighth Amendment to the Wells Fargo credit agreement raised the borrowing base from $750M to $875M, with elected commitments of $750M; the next redetermination is October 2016. The same day Alpha's auction for the Greene County assets was won by a third party bidding $339.5M, so Rice's $200M stalking-horse deal is not expected to proceed, and Rice is entitled to a break-up fee and expense reimbursement of up to $3.5M, subject to court approval (hearing May 26). Rice says the April offering netted about $312M, it has $1.5B of total liquidity, and it now plans to use the proceeds for general corporate purposes, possibly part of its 2017 capital budget.
15 Apr 2016material agreement● NeutralMajor
On April 12, 2016 Rice priced a stock offering of 29,858,891 shares at $16.35 (closed April 15): 20,000,000 new shares sold by the company and 9,858,891 by NGP Rice Holdings, which gets those proceeds. Shareholders are diluted by the new shares. The same day Rice signed a stalking-horse agreement to buy about 27,400 net undeveloped Marcellus acres (plus 3,200 gross fee acres) in central Greene County, PA from bankrupt Alpha Natural Resources for $200M cash, subject to a bankruptcy auction and court approval. It adds to the Greene County position bought in 2014 and continues the Alpha relationship (Alpha was a major holder and had a director on the board).
22 Feb 2016capital raising announcement● NeutralMajor
On Feb 17, 2016 (closed Feb 22) Rice Midstream Holdings and a new subsidiary, Rice Midstream GP Holdings, sold $375.0M of senior Series B preferred units (8% yearly distributions) and an 8.25% limited partner interest in GP Holdings to EIG funds in a private placement. Rice Midstream Holdings can call on up to $125.0M more from EIG after Sept 30, 2016 and before the 18-month mark, subject to conditions. Its Rice Midstream Partners units (3,623 common, 28,753,623 subordinated and the incentive distribution rights) were moved into GP Holdings first. EIG can force a $125.0M buyback of its GP Holdings units on a change of control or if no qualifying IPO of GP Holdings occurs within five years, and can require redemption of the Series B units from the tenth anniversary. Rice Midstream Holdings' credit facility was also amended (Feb 19, 2016); the filing text is cut off before listing all changes.
4 Feb 2016material agreement▲ GoodMajor
On February 1, 2016 Rice Energy and Gulfport Energy formed Strike Force Midstream LLC, a joint venture to gather gas in parts of Belmont and Monroe Counties, Ohio. Rice holds 75% after contributing $41.0 million cash plus certain pipelines, facilities and rights of way, and Gulfport holds 25% for contributing a gathering system. This completes the Gulfport midstream joint venture that the November 2015 credit amendment had cleared the way for. Rice operates it and names three of five managers, and neither side may transfer its stake before August 1, 2017 except to affiliates.
15 Jan 2016debt financing● Neutral
On January 13, 2016 Rice Energy signed a Seventh Amendment to its Wells Fargo credit agreement that raises the hedging volume limits for the first eighteen months after any commodity swap or secured firm transportation reimbursement agreement is entered into. No change to the borrowing base or commitment size is stated.
4 Dec 2015business combination● Neutral
Rice Energy filed a registration statement to swap the $400 million of 7.25% senior notes due 2023 issued March 26, 2015 for identical notes registered with the SEC. This is the registered exchange the company had to offer within about a year; terms are unchanged and the company raises no new money. The offer was not yet effective and had no expiry date set.
5 Nov 2015debt financing▲ GoodMajor
On November 4, 2015 Rice Energy sold its Pennsylvania and Ohio water services business (access to 15.9 MMgal/d of fresh water) to its own midstream partnership, Rice Midstream Partners LP, for $200 million in cash plus a possible extra amount of up to $25 million less expansion capex if capacity rises by 5.0 MMgal/d by end-2017. This completes the fresh water sale that earlier filings said was conditioned on an IRS ruling (the filing does not mention the ruling). The partnership funded it by borrowing on its revolver, and Rice Energy signed water services agreements running to December 22, 2029. The same filing raises Rice Energy's borrowing base from $650 million to $750 million (letter of credit sublimit from $175 million to $250 million, three new lenders, next review April 2016), makes a Sixth Amendment capping EBITDAX credit for midstream distributions and expanding hedging terms, and amends the Rice Midstream Holdings credit agreement to allow a planned Utica midstream joint venture with Gulfport Energy. It also announced Q3 2015 results, which are not detailed here.
21 July 2015debt financing● Neutral
On July 17, 2015 Rice Energy signed a Fifth Amendment to its Wells Fargo credit agreement that loosens the limits on how much gas it can hedge over the next five years. It also gives a limited consent for extra 2015 hedging and lets it enter secured sales contracts with its lenders, which reduces the letters of credit it must post for certain firm transportation obligations. No change to the borrowing base is stated.
15 May 2015material agreement● NeutralMajor
On May 12, 2015 the major holder NGP Rice Holdings LLC sold 6,000,000 Rice Energy shares to the public at $24.20 each ($23.99 net of underwriting discounts), with a 30-day option for 900,000 more; the offering closed May 15. The company received no proceeds, so this is a sale by an existing holder, not new money or new shares for the company. The filing also says the sale may trigger distribution thresholds on management incentive units in the selling stockholder, which could lead the company to record a potentially substantial non-cash compensation expense (about $42.7 million was unrecognized at March 31, 2015); the company says it will not fund these distributions and its liquidity is unaffected.
1 May 2015debt financing▲ Good
On April 30, 2015 Rice Energy signed a Fourth Amendment to its Wells Fargo credit agreement after lenders finished the borrowing base review, which had been postponed from April 1 because of the March 2015 notes issuance. The borrowing base rose from $550 million to $650 million and three new lenders joined; the next review is set for October 2015.
26 Mar 2015debt financing● NeutralMajor
Rice Energy completed a private placement of $400 million of 7.25% senior unsecured notes due May 1, 2023 on March 26, 2015, sold at 99.233% of face value for net proceeds of about $389.3 million. The notes are guaranteed by subsidiaries and are callable from May 1, 2018, with a 101% repurchase right on a change of control. The company must offer a registered exchange within about 365 days. This adds to the $900 million 6.25% notes due 2022, and it is the issuance the Third Amendment anticipated. The filing does not say how the proceeds will be used.
23 Mar 2015debt financing● Neutral
On March 23, 2015 Rice Energy amended its credit agreement again (Third Amendment) so that issuing up to $400 million of new senior notes before the next redetermination, now scheduled for May 1, 2015, will not automatically cut its borrowing base. The borrowing base therefore stays at $550 million until then. Note the next redetermination date is now May 1, 2015, not the April 1, 2015 date noted earlier.
12 Feb 2015debt financing● Neutral
On February 6, 2015 Rice Energy amended its Wells Fargo credit agreement (Second Amendment), raising the letter-of-credit sublimit from $100 million to $175 million and getting lender consent for some 2015 hedges that exceeded the agreement's volume limits. The same filing supplies updated unaudited pro forma financials for 2013 and the first nine months of 2014, showing the effect of the January 2014 IPO and the Marcellus JV buy-in (50% interest bought for $322 million: $100 million cash plus 9,523,810 shares), which is background on past events, not a new transaction.
23 Dec 2014debt financing▲ GoodMajor
On December 22, 2014, Rice Midstream Partners LP, a subsidiary of Rice Energy, completed its IPO of 28,750,000 common units at $16.50, with the underwriters' option for 3,750,000 more units exercised in full on December 18. Rice Energy contributed Rice Poseidon Midstream (the Pennsylvania gathering assets, including the M3 assets bought in April 2014) to the partnership. In return its subsidiary Rice Midstream Holdings received 3,623 common units, 28,753,623 subordinated units, the incentive distribution rights and $413.9 million of offering proceeds. The deal also created two new Wells Fargo credit facilities: $450 million (plus a $200 million accordion) for the partnership, maturing December 22, 2019, and $300 million (plus a $100 million accordion) for Rice Midstream Holdings, which is secured on its properties and also matures December 22, 2019. Rice Energy gets a 15-year fixed-fee gathering agreement ($0.30 per Dth gathering fee) with the partnership and an omnibus agreement giving the partnership a right of first offer on other Rice water and Ohio gathering assets.
3 Dec 2014business combination● Neutral
Rice Energy filed a registration statement to swap its $900 million of 6.25% senior notes due 2022 (issued April 25, 2014 in a private placement) for identical notes registered with the SEC and freely tradable. This is the exchange offer flagged earlier; the terms are unchanged apart from removing transfer restrictions, registration rights and additional-interest provisions. The filing is still a draft with the expiry date blank. It also states that Rice Energy Family Holdings (formerly Rice Energy Limited Partners) was dissolved in November 2014.
22 Oct 2014debt financing▲ Good
After its semi-annual redetermination, the company's borrowing base under its Wells Fargo credit agreement rose from $385 million to $550 million, and four new lenders joined; the next redetermination is scheduled for April 1, 2015. The filing also sets 2015 annual meeting dates (planned June 3, 2015; Rule 14a-8 proposals due December 18, 2014), since no annual meeting is being held in 2014. This resolves the borrowing base redetermination thread.
19 Aug 2014material agreement▲ GoodMajor
The company closed a public offering on August 19, 2014 at $27.30 per share. It sold 7,500,000 new shares for net proceeds of about $196.3 million to fund part of its 2014 capital budget, which dilutes existing holders. NGP Rice Holdings, Foundation PA Coal and other selling stockholders (affiliates of Natural Gas Partners and Alpha Natural Resources) sold 6,229,650 shares, including the full overallotment option, with no proceeds going to the company. This follows the January 2014 IPO at $21.00.
7 Aug 2014asset acquisition disposition▲ GoodMajor
On August 1, 2014 the company's subsidiary Rice Drilling B bought about 22,000 net acres and 12 developed Marcellus wells in western Greene County, Pennsylvania from Chesapeake Appalachia and Statoil USA Onshore Properties for about $329 million in cash on hand, effective February 1, 2014 and subject to post-closing adjustments. Financial statements and pro forma figures for the acquired business are to be filed later.