EQT Mails Letter to Shareholders, Highlighting Strong Financial and Operational Performance under the Company’s New Board and Management Team

  • Urges Shareholders to Vote Today “FOR” All 12 of EQT’s Director
    Nominees on the GOLD Universal Proxy Card

PITTSBURGH–(BUSINESS WIRE)–EQT Corporation (NYSE:EQT) today announced that it has mailed a letter
to shareholders reviewing the strong operational and financial
performance delivered by the Company’s new Board of Directors and
management team. EQT’s letter stands in stark contrast with the recent
nominee Q&A published by the Toby Rice Group, which was devoid of facts
and relied on misleading, dated tropes about EQT.


The comments by the Toby Rice nominees reveal a startling lack of
insight into EQT’s operations and confirm that they do not understand
that a significant transformation has already taken place at EQT,” said
Rob McNally, EQT president and chief executive officer. “Despite having
limited knowledge of EQT’s current operations, it is clear the Toby Rice
nominees are solely committed to pursuing Toby’s vision to control EQT
rather than thoughtfully evaluating the Company’s operations and
exercising independent judgment. Shareholders will be best served by
electing directors that will act only on an informed basis and in the
best interests of ALL EQT shareholders instead of being beholden to one
man and one idea.”

Highlights of EQT’s letter to shareholders include:

  • Since EQT’s refreshed Board and management team assumed control in the
    fourth quarter of 2018, they have taken aggressive actions to
    transform EQT, optimizing lateral lengths, spacing and operating
    cadence, while reducing costs.
  • The Company’s ambitious new strategic plan is working, as demonstrated
    by the tremendous progress achieved to date:

    • 45% year-over-year improvement in rig move efficiency (Q1’19 vs.
      Q1’18);
    • 25% reduction in drilling days / 1,000 ft vs. Q4’18;
    • 40% improvement in frac crew moves (Q1’19 vs. Q1’18); and
    • 70% reduction in completion non-productive time (Q1’19 vs. Q1’18).
  • EQT is now among the Appalachian Basin’s low-cost leaders. The
    Company’s operational efficiency makes it a free cash flow machine.

    • EQT has already delivered more than $300 million in adjusted free
      cash flow(1) over the past two quarters, and reduced
      net debt by approximately $500 million.
    • The Company is on track to achieve $300 to $400 million in
      adjusted free cash flow(1) in 2019, and at least $2.9
      billion of adjusted free cash flow(1) through 2023.
  • Strong fundamentals and superior operating results are driving
    increased value for shareholders.

    • No Appalachian peer has outperformed EQT since the refreshed Board
      and management team assumed control following the spin-off of
      Equitrans Midstream Corporation from EQT.

The EQT Board recommends that shareholders support the EQT team and
strategy that are delivering results by voting on the GOLD
universal proxy card “FOR” EQT’s 12 highly qualified director
nominees.

The full text of the letter to shareholders follows below:

June 3, 2019

Dear Fellow EQT Shareholder:

Over the last six months, EQT Corporation’s (“EQT” or the “Company”)
refreshed Board of Directors (the “Board”) and leadership team have
significantly improved the Company’s financial and operational
performance and transformed EQT into the premier, pure-play Appalachian
exploration and production (“E&P”) company.

As the Company’s recent
outperformance and last two quarterly results
demonstrate, EQT’s
ambitious plan is working. Management is delivering cost savings,
increasing operational and capital efficiencies and achieving aggressive
targets, including substantial increases in productivity, efficiencies
and adjusted free cash flow. As a result, EQT is now among the
Appalachian Basin’s low-cost leaders
– enabling the Company to
continue delivering free cash flow growth.

However, notwithstanding the new EQT leadership’s rapid progress, a
group led by Toby Z. Rice and Derek A. Rice (the “Toby Rice Group”)
seeks to take control of the Board at this year’s Annual Meeting of
Shareholders in order to make wholesale changes to our leadership team.
We believe that Toby Rice is singularly focused on installing himself as
CEO and irresponsibly packing the Board and management team with his
friends and family, which would disrupt EQT’s strong momentum and be
value-destructive.

We urge you to vote for EQT’s refreshed Board and leadership team, which
are already achieving strong results for our shareholders, by voting
today on the GOLD universal proxy card “FOR” EQT’s 12 director nominees.

THE NEW EQT IS DELIVERING INDUSTRY-LEADING FREE CASH FLOW

Since EQT’s refreshed Board and management team assumed control in the
fourth quarter of 2018, we have taken decisive and aggressive steps to
transform EQT. We set out to optimize lateral lengths, spacing and
operating cadence – while reducing costs – and, while there is more work
to do, we have made tremendous progress to date:

— 45% year-over-year improvement in rig move efficiency (Q1’19 vs.
Q1’18);

— 25% reduction in drilling days / 1,000 ft vs. Q4’18;

— 40% improvement in frac crew moves (Q1’19 vs. Q1’18); and

— 70% reduction in completion non-productive time (Q1’19 vs. Q1’18).

Our rapid progress in improving EQT’s operational efficiency has
re-positioned the Company as a free cash flow machine.
EQT has
already delivered more than $300 million in adjusted free cash flow(1)
over the past two quarters, and reduced net debt by approximately $500
million, positioning the new EQT as an industry free cash flow leader.

Over the last two quarters, EQT has outperformed 26 of 27 comparable
U.S. E&P peers in terms of free cash flow generation. We also expect EQT
to deliver $300 to $400 million of adjusted free cash flow(1)
in 2019, which is forecasted to be higher than 90% of EQT’s peers based
on IBES consensus estimates. (Please refer to Chart 1.)

Building on progress to date in 2019, EQT is on track to deliver $2.9
billion of adjusted free cash flow(1) – representing 60% to
70% of our current market capitalization – over the next five years.
Further upside is expected from the Company’s Target 10% Initiative,
under which we expect to realize significant additional cost savings.
These cost savings will come from areas including materials and services
sourcing and contracting, additional water logistics and process
improvements, commercial portfolio and scheduling optimization and
further elimination of operational redundancy.

If fully realized, the Target 10% Initiative is expected to further
raise EQT’s 2019 to 2023 cumulative adjusted free cash flow by $500
million to approximately $3.4 billion.
(1) Your
Board and management team are confident we have the right team in place
and are taking the right steps to maximize shareholder value. (Please
refer to Chart 2.)

STRONG FUNDAMENTALS AND SUPERIOR OPERATING RESULTS ARE DELIVERING
INCREASED VALUE TO SHAREHOLDERS

Despite a difficult market, including commodity price headwinds, EQT has
significantly outperformed peers’ total return to shareholders,
demonstrating that the market is appreciating – and rewarding – the
decisive actions taken by EQT’s Board and leadership team.

In fact, no Appalachian peer has outperformed EQT since the refreshed
Board and management team assumed control
following the spin-off of
Equitrans Midstream Corporation in November 2018.

The Company’s remarkable progress underscores that the EQT Board and
management team are embracing constructive disruption when it will yield
improved results. EQT has successfully implemented tangible and
significant changes that are responsibly and meaningfully driving
performance improvement and value creation at EQT. (Please refer to
Chart 3.)

THE RICE TEAM HAS NEVER GENERATED
POSITIVE FREE CASH FLOW

In contrast to the new EQT’s Board’s and management team’s proven
ability to deliver results, the Toby Rice Group does not have experience
running a company with EQT’s scale. In fact, Rice Energy never produced
positive annual free cash flow while operating as a public company. Instead,
Rice Energy burned through approximately $5 billion of capital from 2012
through the third quarter of 2017.

At the time, Rice Energy was an emerging growth company that prioritized
drilling its best acreage to boost short-term production volumes. Now,
Toby Rice wants shareholders to believe that he can not only operate a
company that is substantially different and much larger, but also
deliver free cash flow at EQT – something he never achieved at Rice
Energy.

Simply put, the new EQT is focused on free cash flow generation – an
area in which Toby Rice has no experience.

We think the Toby Rice Group’s claim that it can deliver an incremental
$500 million in free cash flow from EQT’s plan is fictional and not
credible. This claim is not supported by facts and is undermined by
their own historical operating results.

In contrast, EQT’s Board and management team are focused on delivering
returns and free cash flow and are already delivering strong results.
Under the new Board and management team, we are confident EQT will
continue to outperform its Appalachian peers.

We believe the choice is clear:

   

Support the EQT team and the strategy that is delivering positive
results by voting on the GOLD
universal proxy card “FOR” EQT’s 12 director nominees; or

 
Give up control of EQT to the Toby Rice Group, which is deeply
conflicted and promises unrealistic free cash flow targets despite
NEVER having generated positive free cash flow at Rice Energy.
 

PROTECT YOUR INVESTMENT BY SUPPORTING THE EQT BOARD AND MANAGEMENT
TEAM, WHICH ARE SUCCESSFULLY DELIVERING OUTSTANDING RESULTS

Your vote is extremely important. EQT’s independent nominees are aligned
with the interests of EQT shareholders, and we believe they are better
suited to continue to oversee EQT’s successful transformation. A vote
for EQT’s 12 director nominees on the GOLD
universal proxy card is a vote to support the ongoing successful
execution of EQT’s proven cash flow plan and future value creation.

We urge you to vote today by telephone, internet or by signing,
dating and returning the enclosed GOLD
universal proxy card in the postage-paid envelope provided.

On behalf of your Board of Directors, thank you for your support.

Sincerely,

THE INDEPENDENT MEMBERS OF THE EQT BOARD OF DIRECTORS

 
If you have any questions, or need assistance in voting

your shares on the GOLD universal proxy card,

please call EQT’s proxy solicitor:

 
INNISFREE M&A INCORPORATED
TOLL-FREE at 1-877-687-1866 (from the U.S. or Canada)
Or at (412) 232-3651 (From Other Locations)
 

Please discard and do NOT vote using any white proxy cards you may
receive
from the Toby Rice Group

 

About EQT Corporation:

EQT Corporation is a natural gas production company with emphasis in the
Appalachian Basin and operations throughout Pennsylvania, West Virginia
and Ohio. With 130 years of experience and a long-standing history of
good corporate citizenship, EQT is the largest producer of natural gas
in the United States. As a leader in the use of advanced horizontal
drilling technology, EQT is committed to minimizing the impact of
drilling-related activities and reducing its overall environmental
footprint. Through safe and responsible operations, EQT is helping to
meet our nation’s demand for clean-burning energy, while continuing to
provide a rewarding workplace and support for activities that enrich the
communities where its employees live and work. Visit EQT Corporation at www.EQT.com;
and to learn more about EQT’s sustainability efforts, please visit https://csr.eqt.com.

EQT Management speaks to investors from time to time and the analyst
presentation for these discussions, which is updated periodically, is
available via the Company’s investor relationship website at ir.eqt.com.

Cautionary Statements

This communication contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended.
Statements that do not relate strictly to historical or current facts
are forward-looking. Without limiting the generality of the foregoing,
forward-looking statements contained in this communication specifically
include the expectations of plans, strategies, objectives and growth and
anticipated financial and operational performance of the Company and its
subsidiaries, including guidance regarding projected adjusted free cash
flow and anticipated cost savings. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from projected results. Accordingly, investors should
not place undue reliance on forward-looking statements as a prediction
of actual results. The Company has based these forward-looking
statements on current expectations and assumptions about future events,
taking into account all information currently available to the Company.
While the Company considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks and uncertainties,
many of which are difficult to predict and beyond the Company’s control.
The risks and uncertainties that may affect the operations, performance
and results of the Company’s business and forward-looking statements
include, but are not limited to, those set forth under Item 1A, “Risk
Factors,” of the Company’s Form 10-K for the year ended December 31,
2018, as filed with the SEC and as updated by subsequent Form 10-Qs
filed by the Company, and those set forth in the other documents the
Company files from time to time with the SEC.

Any forward-looking statement speaks only as of the date on which such
statement is made, and the Company does not intend to correct or update
any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.

NON-GAAP DISCLOSURES

Adjusted Free Cash Flow

Adjusted free cash flow is defined as the Company’s net cash provided by
operating activities less changes in other assets and liabilities, less
EBITDA attributable to discontinued operations (a non-GAAP supplemental
financial measure defined below), plus interest expense attributable to
discontinued operations and cash distributions from discontinued
operations, less accrual-based capital expenditures attributable to
continuing operations. Adjusted free cash flow is a non-GAAP
supplemental financial measure that the Company’s management and
external users of its consolidated financial statements, such as
industry analysts, lenders and ratings agencies use to assess the
Company’s liquidity. The Company believes that adjusted free cash flow
provides useful information to management and investors in assessing the
impact of the Company’s ability to generate cash flow in excess of
capital requirements and return cash to shareholders. Adjusted free cash
flow should not be considered as an alternative to net cash provided by
operating activities or any other measure of liquidity presented in
accordance with GAAP.

The table below reconciles adjusted free cash flow with net cash
provided by operating activities, the most comparable financial measure
calculated in accordance with GAAP, as derived from the Statements of
Condensed Consolidated Cash Flows included in the Company’s report on
Form 10-Q for the quarter ended March 31, 2019 and in the Company’s
report on Form 10-K for the year ended December 31, 2018.

 

Three Months
Ended
March 31, 2019

 

Three Months
Ended
December 31, 2018

  Total
(Thousands)
Net cash provided by operating activities $ 871,287 $ 530,866 $ 1,402,153
(Deduct) / add back changes in other assets and liabilities (223,934 ) 261,216   37,282  
Operating cash flow $ 647,353 $ 792,082 $ 1,439,435
(Deduct) / add back:
EBITDA attributable to discontinued operations(a) (118,934 ) (118,934 )
Interest expense attributable to discontinued operations   19,452   19,452  
Adjusted operating cash flow $ 647,353 $ 692,600 $ 1,339,953
(Deduct):
Capital expenditures attributable to continuing operations (476,022 ) (558,351 ) (1,034,373 )
Adjusted free cash flow $ 171,331   $ 134,249   $ 305,580  
  (a)   As a result of the separation of the Company’s midstream business
from its upstream business and subsequent spin-off of Equitrans
Midstream Corporation in November 2018, the results of operations of
Equitrans Midstream Corporation are presented as discontinued
operations in the Company’s Statements of Condensed Consolidated
Operations. EBITDA attributable to discontinued operations is a
non-GAAP supplemental financial measure reconciled in the section
below.
 

The Company has not provided projected net cash provided by operating
activities or a reconciliation of projected adjusted free cash flow to
projected net cash provided by operating activities, the most comparable
financial measure calculated in accordance with GAAP. The Company is
unable to project net cash provided by operating activities for any
future period because this metric includes the impact of changes in
operating assets and liabilities related to the timing of cash receipts
and disbursements that may not relate to the period in which the
operating activities occurred. The Company is unable to project these
timing differences with any reasonable degree of accuracy without
unreasonable efforts such as predicting the timing of its and customers’
payments, with accuracy to a specific day, months in advance.
Furthermore, the Company does not provide guidance with respect to its
average realized price, among other items, that impact reconciling items
between net cash provided by operating activities and adjusted operating
cash flow and adjusted free cash flow, as applicable. Natural gas prices
are volatile and out of the Company’s control, and the timing of
transactions and the income tax effects of future transactions and other
items are difficult to accurately predict. Therefore, the Company is
unable to provide projected net cash provided by operating activities,
or the related reconciliation of projected adjusted free cash flow to
projected net cash provided by operating activities, without
unreasonable effort. Projected 2019 adjusted free cash flow is based on
average NYMEX natural gas price (April to December) of $2.79 per MMbtu
as of March 31, 2019. For the period 2020 through 2023, projected
adjusted free cash flow is based on average NYMEX natural gas price of
$2.85 per MMbtu for Henry Hub and ($0.45) local basis.

EBITDA Attributable to Discontinued Operations

EBITDA attributable to discontinued operations is a non-GAAP
supplemental financial measure defined as income from discontinued
operations, net of tax plus interest expense, income tax expense,
depreciation and amortization of intangible assets attributable to
discontinued operations for the three months ended December 31, 2018.

The table below reconciles EBITDA attributable to discontinued
operations with income from discontinued operations, net of tax, the
most comparable financial measure calculated in accordance with GAAP, as
reported in the Statements of Condensed Consolidated Operations included
in the Company’s report on Form 10-K for the year ended December 31,
2018.

 

Three Months Ended
December 31, 2018

(Thousands)
Income (loss) from discontinued operations, net of tax $ (163,911 )
Add back / (deduct):
Interest expense 19,452
Income tax benefit (31,575 )
Depreciation 22,243
Amortization of intangible assets 4,847
Impairment of goodwill 267,878  
EBITDA attributable to discontinued operations $ 118,934  
 

Important Information

EQT Corporation (the “Company”) filed a definitive proxy statement and
associated GOLD universal proxy card with the Securities and Exchange
Commission (the “SEC”) on May 22, 2019 in connection with the
solicitation of proxies for the Company’s 2019 Annual Meeting of
Shareholders (the “2019 Annual Meeting”). Details concerning the
nominees for election to the Company’s Board of Directors at the 2019
Annual Meeting are included in the definitive proxy statement. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY
ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY
SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a
copy of the relevant documents filed by the Company with the SEC,
including the definitive proxy statement, free of charge by visiting the
SEC’s website, www.sec.gov.
Investors and shareholders can also obtain, without charge, a copy of
the definitive proxy statement, when available, and other relevant filed
documents by directing a request to Blake McLean, Senior Vice
President, Investor Relations and Strategy of EQT Corporation, at BMcLean@eqt.com,
by calling the Company’s proxy solicitor, Innisfree M&A Incorporated,
toll-free, at 877-687-1866, or from the Company’s website at https://ir.eqt.com/sec-filings.

(1) Non-GAAP financial measure, see disclosures for
definition and pricing assumptions.

Contacts

Analyst inquiries:
Blake McLean – Senior Vice President,
Investor Relations and Strategy
412.395.3561
bmclean@eqt.com

Media inquiries:
Michael Laffin – Vice President,
Communications
412.395.2069
MLaffin@eqt.com

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