0000950170-23-046440.txt : 20230905 0000950170-23-046440.hdr.sgml : 20230905 20230905164028 ACCESSION NUMBER: 0000950170-23-046440 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230824 FILED AS OF DATE: 20230905 DATE AS OF CHANGE: 20230905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: U.S. Bank Trust Company, National Association CENTRAL INDEX KEY: 0001961577 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03551 FILM NUMBER: 231236405 BUSINESS ADDRESS: STREET 1: 111 FILLMORE AVENUE EAST CITY: SAINT PAUL STATE: MN ZIP: 55107 BUSINESS PHONE: 651-253-7397 MAIL ADDRESS: STREET 1: 111 SW FIFTH AVENUE CITY: PORTLAND STATE: OR ZIP: 97204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQT Corp CENTRAL INDEX KEY: 0000033213 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250464690 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125535700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EQT Corp /PA/ DATE OF NAME CHANGE: 20090206 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE RESOURCES INC /PA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE GAS CO DATE OF NAME CHANGE: 19841120 3 1 ownership.xml 3 X0206 3 2023-08-24 1 0000033213 EQT Corp EQT 0001961577 U.S. Bank Trust Company, National Association 111 FILLMORE AVENUE EAST SAINT PAUL MN 55107 false false true false Pursuant to that certain Voting Trustee Agreement, dated as of August 24, 2023, by and among Q-TH Appalachia (VI) Investment Partners, LLC ("Q-TH"), Q-XcL Holdings I (VI) Investment Partners, LLC ("Q-XcL"), U.S. Bank Trust Company, National Association (the "Voting Trustee"), and, for the limited purposes set forth therein, EQT Corporation (the "Issuer"), each of Q-XcL and Q-TH assigned to the Voting Trustee any and all of its respective voting power with respect to the shares of common stock, no par value, of the Issuer (the "Common Stock") that each of Q-XcL and Q-TH received (such received Common Stock, the "Shares") pursuant to the transactions contemplated by that certain Amended and Restated Purchase Agreement, dated as of December 23, 2022, as amended, by and among the Issuer, EQT Production Company (the "Buyer" and, together with the Issuer, the "EQT Parties"), THQ Appalachia I, LLC (the "Upstream Seller"), THQ-XcL Holdings I, LLC (together with the Upstream Seller, the "Sellers") and the subsidiaries of the Sellers named on the signature pages thereto, wherein the EQT Parties acquired the Sellers' upstream oil and gas assets and gathering and processing assets through the Buyer's acquisition of all of the issued and outstanding membership interests in THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC in exchange for 49,599,796 shares of Common Stock and approximately $2.4 billion in cash, subject to customary post-closing adjustments. The Voting Trustee holds no dispositive power over the Shares, has no pecuniary interest in the Shares and disclaims beneficial ownership of the Shares. /s/ Benjamin J. Krueger, Vice President of U.S. Bank Trust Company, National Association 2023-09-05