UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 10, 2010
EQT CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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1-3551 |
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25-0464690 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of Incorporation) |
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Identification Number) |
625 Liberty Avenue, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 553-5700
(Registrant’s telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On June 10, 2010, EQT Production Company, a wholly owned subsidiary of EQT Corporation, and EQT Corporation (“EQT”) completed additional closings under the several agreements (the “Agreements”) described in EQT’s Form 8-K dated March 2, 2010. At the closings, which represented approximately 10% of the anticipated total acres to be acquired, EQT paid $1,798,349 in cash and issued an aggregate of 352,926 shares of its common stock as payment. As a result of these closings and the closings described in EQT’s Form 8-K dated April 30, 2010, EQT has now acquired approximately 90% of the total acres to be acquired under the Agreements. The Company expects to close on the remaining assets from time to time as sellers take curative actions typical for Appalachian Basin properties. All remaining closings will be funded with cash.
In accordance with registration rights agreements entered into between the parties, the shares of common stock issued pursuant to each Agreement have been registered for resale under the Company’s registration statement on Form S-3 (File No. 333-148154) (the “Registration Statement”), as supplemented by the prospectus supplements filed April 30, 2010 and June 10, 2010 (the “Prospectus Supplement”) with the Securities and Exchange Commission. The Opinion and Consent of Buchanan Ingersoll & Rooney PC as to the validity of the shares of common stock of the Company being offered and sold by the respective selling shareholders pursuant to the Registration Statement as supplemented by the Prospectus Supplement are each filed herewith and incorporated by reference into the Registration Statement.
In addition, at the initial closings EQT entered into lock-up agreements with respect to the shares of common stock issued pursuant to each of the Agreements which provide, among other matters, that during each period of 30-days in the six months following the initial closing, sales and certain other dispositions of the shares of common stock issued pursuant to each Agreement are limited to ten percent (10%) of the total shares of common stock issued at the initial closing of that Agreement and at any subsequent closing of that Agreement.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed or furnished in accordance with the provisions of Item 601 of Regulation S-K:
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Exhibit No. |
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Description |
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5.1 |
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Opinion of Buchanan Ingersoll & Rooney PC as to the validity of the shares of common stock. |
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23.1 |
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Consent of Buchanan Ingersoll & Rooney PC (contained in Exhibit 5.1). |
SIGNATURES
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 hereunto duly authorized.
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EQT CORPORATION |
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Dated: June 10, 2010 |
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By: |
/s/ Philip P. Conti |
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Name: |
Philip P. Conti |
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Title: |
Senior Vice President and |
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Chief Financial Officer |
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