EQT RE, LLC

EQT RE, LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

business combination

EQT RE, LLC suspended its duty to file periodic reports with the SEC.

listing compliance notice

EQT RE, LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

asset acquisition disposition

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.

material agreement

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.

debt financing

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).

material agreement

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.

capital raising announcement

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.

material agreement

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.

debt financing

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.

material agreement

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.

debt financing

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

The $900 million of 6.250% senior notes due May 1, 2022 closed on April 25, 2014. They are guaranteed by nine subsidiaries and carry covenants limiting extra debt, dividends, asset sales and similar actions, with interest due each May 1 and November 1 starting November 1, 2014. The company also agreed to register an exchange of the notes for registered ones within about 365 days. This completes the notes offering that was pending.

debt financing

The company priced its private sale of $900 million of 6.250% senior unsecured notes due 2022 at par on April 16, 2014, upsized from the $750 million planned earlier, with net proceeds of about $882.7 million. The money is to repay and retire the second lien term loan and for general purposes including capital spending. It also completed the ~$110 million cash purchase of M3 Appalachia Gathering's gas gathering assets in Washington and Greene Counties, Pennsylvania on April 17, 2014, paid from cash on hand (subject to post-closing adjustments).

debt financing

On April 10, 2014 the company signed a Third Amended and Restated Credit Agreement with Wells Fargo: the company becomes the borrower, the maturity extends to January 29, 2019 from April 25, 2018, and the borrowing base stays at $350.0 million for now. It announced plans for a $750 million private placement of senior unsecured notes due 2022, to repay its second lien term loan and for general corporate purposes. It also gave preliminary first-quarter 2014 figures (205-210 MMcfe/d net production, $89-91 million revenue, unreviewed by auditors) and warned of a material non-cash charge from modified incentive units.

debt financing

On February 12, 2014 the company agreed to buy gas gathering assets in Washington and Greene Counties, Pennsylvania from M3 Appalachia Gathering LLC for about $110 million in cash, expected to close in March 2014. The assets are a 28-mile northern system backed by long-term contracts covering about 20,000 acres, plus permits and rights of way for an 18-mile southern line to the Texas Eastern pipeline. It plans to pay from cash on hand or its revolving credit facility.

material agreement

On January 29, 2014 the company closed its IPO of 50,000,000 shares at $21.00 and completed its corporate reorganisation, leaving 127,523,810 shares outstanding. It also bought Alpha Holdings' 50% of the Marcellus Joint Venture for $300 million ($100 million cash plus 9,523,810 shares), so it now owns that venture's interest outright. The credit facility was amended to raise the maximum commitment to $1.5 billion from $500 million and the borrowing base to $350 million from $200 million, with a lower interest rate. Stockholders and registration rights agreements give major holders (Rice Holdings, NGP, Alpha) board nomination and share-registration rights.

asset acquisition disposition

The company (named Rice Energy Inc. in the filing) priced its stock offering on January 23, 2014: 44,000,000 shares at $21.00, of which 30,000,000 were sold by the company and 14,000,000 by selling stockholder NGP Rice Holdings, with Barclays as underwriters' representative. The company expected about $594.5 million in net proceeds, to repay its Marcellus joint venture and its own revolving credit borrowings, make a $100.0 million payment toward the Marcellus joint venture buy-in, and fund part of its capital spending. The underwriters partly exercised their option for 6,000,000 extra shares from the selling stockholder. Related agreements reorganise the pre-IPO entities into the listed company in exchange for common stock, and a 17,500,000-share incentive plan was adopted.

asset acquisition disposition

the New York Stock Exchange certified EQT RE, LLC's securities for listing, clearing them to begin trading.

listing compliance notice