Obligation EQT Corp 3% ( US26884LAE92 ) en USD

EQT Corp

100.4 % ⇌

Etats-unis

US26884LAE92 ( en USD )

3% par an ( paiement semestriel )

30/09/2022 - Obligation échue

Prospectus brochure de l'obligation EQT Corp US26884LAE92 en USD 3%, échue

2 000 USD

750 000 000 USD

26884LAE9

BB ( Spéculatif )

Ba3 ( Spéculatif )

L'Obligation émise par EQT Corp ( Etats-unis ) , en USD, avec le code ISIN US26884LAE92, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2022

L'Obligation émise par EQT Corp ( Etats-unis ) , en USD, avec le code ISIN US26884LAE92, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par EQT Corp ( Etats-unis ) , en USD, avec le code ISIN US26884LAE92, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Calculation of registration fee

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Aggregate Offering
Aggregate Offering
Amount of
to Be Registered

Principal

Price Per Unit

Price

Registration Fees(1)

2.500% Senior Notes due
2020

$500,000,000

99.992%

$499,960,000

$57,945.36

3.000% Senior Notes due
2022

$750,000,000

99.738%

$748,035,000

$86,697.26

3.900% Senior Notes due
2027

$1,250,000,000
99.918%

$1,248,975,000
$144,756.20

Floating Rate Notes due 2020
$500,000,000

100.000%

$500,000,000

$57,950.00

$3,000,000,000

$2,996,970,000
$347,348.82

(1)
The registration fee, calculated in accordance with Rule 457(r), has been transmitted to the Securities and Exchange Commission in connection
with the securities offered from Registration Statement File No. 333-214092 by means of this prospectus supplement.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Number 333-214092
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated October 14, 2016)
$3,000,000,000
EQT CORPORATION
$500,000,000 Floating Rate Notes due 2020
$500,000,000 2.500% Senior Notes due 2020
$750,000,000 3.000% Senior Notes due 2022
$1,250,000,000 3.900% Senior Notes due 2027
EQT (as defined herein) is offering $500,000,000 aggregate principal amount of Floating Rate Notes due 2020 (the Floating Rate Notes), $500,000,000 aggregate principal amount of
2.500% Senior Notes due 2020 (the 2020 notes), $750,000,000 aggregate principal amount of 3.000% Senior Notes due 2022 (the 2022 notes) and $1,250,000,000 aggregate principal amount of
3.900% Senior Notes due 2027 (the 2027 notes and, together with the 2020 notes and the 2022 notes, the Fixed Rate Notes; the Fixed Rate Notes, together with the Floating Rate Notes, the
notes).
The Floating Rate Notes will mature on October 1, 2020. Interest on the Floating Rate Notes will be paid quarterly in arrears on January 1, April 1, July 1 and October 1 in each year,
commencing on January 2, 2018 (the next succeeding business day after January 1, 2018) at the rate equal to the three-month U.S. dollar LIBOR as determined at the beginning of each
quarterly period, plus 77 basis points. EQT may redeem all (but not some) of the outstanding Floating Rate Notes at its option on October 5, 2018 (the date that is the first business day after
the date that is one year following the issue date) or at any time thereafter at a redemption price equal to 100% of the principal amount of the Floating Rate Notes to be redeemed plus accrued
and unpaid interest thereon to, but excluding, the redemption date.
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The 2020 notes will mature on October 1, 2020, the 2022 notes will mature on October 1, 2022 and the 2027 notes will mature on October 1, 2027. Interest on the Fixed Rate Notes
will be paid semi-annually in arrears on April 1 and October 1 in each year, commencing on April 1, 2018. EQT may redeem some or all of the Fixed Rate Notes at its option, at any time
and from time to time, in whole or in part. The redemption prices are described in this prospectus supplement under the heading "Description of Notes--Optional Redemption."
If (x) the consummation of the Rice Merger (as defined herein) does not occur on or before May 19, 2018 or (y) EQT notifies the Trustee (as defined herein) that EQT will not pursue
the consummation of the Rice Merger, EQT will be required to redeem the Floating Rate Notes, the 2020 notes and the 2027 notes (but not the 2022 notes) then outstanding at a redemption
price equal to 101% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date (as defined herein). The
2022 notes will not be subject to the Special Mandatory Redemption provision. See "Description of Notes--Special Mandatory Redemption."
The notes will be the senior unsecured debt obligations of EQT and will rank equally with all of EQT's other unsecured and unsubordinated debt obligations from time to time
outstanding.
Investing in the notes involves risks, including those described in the "Risk Factors" section beginning on page S-14 of this prospectus
supplement and the section entitled "Risk Factors" beginning on page 19 of our most recent Annual Report on Form 10-K for the year ended
December 31, 2016, as updated by Part II, Item 1A, "Risk Factors" in our subsequently filed Quarterly Reports on Form 10-Q, which are
incorporated by reference into this prospectus supplement and the accompanying prospectus.
Proceeds to
Public
Underwriting
EQT Corporation

offering price(1)

discount

(before expenses)
Per Floating Rate Note

100.000%

0.400%

99.600%
Total

$500,000,000

$2,000,000

$498,000,000
Per 2020 note

99.992%

0.400%

99.592%
Total

$499,960,000

$2,000,000

$497,960,000
Per 2022 note

99.738%

0.600%

99.138%
Total

$748,035,000

$4,500,000

$743,535,000
Per 2027 note

99.918%

0.650%

99.268%
Total

$1,248,975,000

$8,125,000

$1,240,850,000
?
?
?
?
?
?
?
Total

$2,996,970,000

$16,625,000

$2,980,345,000
(1)
Plus accrued interest, if any, from October 4, 2017, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for the accounts of its participants, including Clearstream
and Euroclear, on or about October 4, 2017.
Joint Book-Running Managers
Citigroup

BofA Merrill Lynch

Deutsche Bank Securities

Wells Fargo Securities

Credit Suisse

Goldman Sachs & Co. LLC

J.P. Morgan
MUFG

PNC Capital Markets LLC

RBC Capital Markets
Senior Co-Managers
BNP PARIBAS

Scotiabank

US Bancorp
Co-Managers
BNY Mellon Capital Markets, LLC

CIBC Capital Markets

Huntington Capital Markets

The date of this prospectus supplement is September 27, 2017.
Table of Contents
TABLE OF CONTENTS
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Prospectus Supplement

Page

INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
S-ii

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
S-ii

SUMMARY
S-1

RISK FACTORS
S-14

USE OF PROCEEDS
S-19

CAPITALIZATION
S-20

RATIO OF EARNINGS TO FIXED CHARGES
S-22

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
S-23

DESCRIPTION OF NOTES
S-39

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-57

UNDERWRITING (CONFLICTS OF INTEREST)
S-62

LEGAL MATTERS
S-68

EXPERTS
S-68

WHERE YOU CAN FIND MORE INFORMATION
S-69
Prospectus

Page

ABOUT THIS PROSPECTUS

ii

WHERE YOU CAN FIND MORE INFORMATION

ii

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

ii

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

iii

EQT CORPORATION

1

RISK FACTORS

1

USE OF PROCEEDS

1

RATIO OF EARNINGS TO FIXED CHARGES

2

DESCRIPTION OF CAPITAL STOCK

2

DESCRIPTION OF DEBT SECURITIES

6

PLAN OF DISTRIBUTION

9

LEGAL MATTERS

11

EXPERTS

11
S-i
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Table of Contents
INFORMATION IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS
This prospectus supplement and the accompanying prospectus are part of a registration statement that EQT filed with the Securities and Exchange
Commission (the SEC) using a shelf registration process. Under the shelf registration process, EQT may offer, issue and sell unsecured debt securities
which may be senior, subordinated or junior subordinated debt securities, preferred stock and common stock. In the accompanying prospectus, we
provide you with a general description of the securities EQT may offer from time to time under our shelf registration statement. In this prospectus
supplement, we provide you with specific information about the notes that EQT is selling in this offering. Both this prospectus supplement and the
accompanying prospectus include important information about us, EQT's debt securities and other information you should know before investing. This
prospectus supplement also adds, updates and changes information contained in the accompanying prospectus. To the extent that any statement that we
make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus, the statements made in the accompanying
prospectus are deemed modified or superseded by the statements made in this prospectus supplement. You should read both this prospectus supplement
and the accompanying prospectus as well as additional information described under "Where You Can Find More Information" on page S-69 of this
prospectus supplement before investing in the notes.
You should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying
prospectus or any free writing prospectus prepared by or on behalf of us. Neither we nor the underwriters have authorized anyone to provide
you with additional or different information. If anyone provided you with additional or different information, you should not rely on it.
Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed
since those dates.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Disclosures in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference contain certain forward-
looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the
Securities Act of 1933, as amended (the Securities Act). Statements that do not relate strictly to historical or current facts are forward-looking and
usually identified by the use of words such as "anticipate," "estimate," "could," "would," "will," "may," "forecast," "approximate," "expect," "project,"
"intend," "plan," "believe" and other words of similar meaning in connection with any discussion of future operating or financial matters. Without
limiting the generality of the foregoing, forward-looking statements contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference include the matters discussed in the sections captioned "Outlook" in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of EQT's Annual Report on Form 10-K for the year ended December 31, 2016 and EQT's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, and the expectations of plans, strategies, objectives and growth and
anticipated financial and operational performance of EQT and its subsidiaries, including guidance regarding the Company's strategy to develop its
Marcellus, Utica, Upper Devonian and other reserves; drilling plans and programs (including the number, type, feet of pay and location of wells to be
drilled and the availability of capital to complete these plans and programs); production sales volumes (including liquids volumes) and growth rates;
gathering and transmission volumes; infrastructure programs (including the timing, cost and capacity of the gathering and transmission expansion
projects); the cost, capacity, timing of
S-ii
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regulatory approval, and anticipated in-service date of the Mountain Valley Pipeline project; technology (including drilling and completion techniques);
monetization transactions, including asset sales, joint ventures or other transactions involving the Company's assets; acquisition transactions; the
Company's ability to complete, the timing of, and the Company's financing of the funds required for, the Rice Merger (as defined below); natural gas
prices, changes in basis and the impact of commodity prices on the Company's business; reserves; potential future impairments of the Company's assets;
projected capital expenditures and capital contributions; the amount and timing of any repurchases under the Company's share repurchase authorization;
liquidity and financing requirements, including funding sources and availability; hedging strategy; the effects of government regulation and litigation;
and tax position. The forward-looking statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference 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. While EQT 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", and elsewhere in EQT's Annual Report on
Form 10-K for the year ended December 31, 2016, as updated by Part II, Item 1A, "Risk Factors" in EQT's subsequently filed Quarterly Reports on
Form 10-Q.
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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.
S-iii
Table of Contents
SUMMARY
This summary highlights selected information more fully described elsewhere in this prospectus supplement and the accompanying prospectus. This
summary does not contain all of the information you should consider before investing in the notes. You should read this prospectus supplement, the
accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein and therein carefully, especially the risks of
investing in the notes discussed in "Risk Factors" below and in the incorporated documents. References herein to a fiscal year mean the fiscal year
ended December 31. Throughout this prospectus supplement, except as otherwise indicated, references to "EQT Corporation" or "EQT" refer to EQT
Corporation, a Pennsylvania corporation, and not its consolidated subsidiaries, and references to "we," "us," "our," and the "Company" refer
collectively to EQT Corporation and its consolidated subsidiaries. References to "Appalachian Basin" refer to the area of the United States composed
of those portions of West Virginia, Pennsylvania, Ohio, Maryland, Kentucky and Virginia that lie in the Appalachian Mountains; "BBtu" refer to billion
British thermal units; "Bcfe" refer to billion cubic feet of natural gas equivalents, with one barrel of natural gas liquids (NGLs) and crude oil being
equivalent to 6,000 cubic feet of natural gas; "Mcfe" refer to thousand cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil
being equivalent to 6,000 cubic feet of natural gas; and "Tcfe" refer to trillion cubic feet of natural gas equivalents, with one barrel of NGLs and crude
oil being equivalent to 6,000 cubic feet of natural gas.
Our Company
The Company conducts its business through three business segments: EQT Production, EQT Gathering and EQT Transmission. EQT Production is
the largest natural gas producer in the Appalachian Basin, based on average daily sales volumes, with 13.5 Tcfe of proved natural gas, NGLs and crude
oil reserves across approximately 3.6 million gross acres, including approximately 790,000 gross acres in the Marcellus play, as of December 31, 2016.
EQT Gathering and EQT Transmission provide gathering, transmission and storage services for the Company's produced gas, as well as for independent
third parties across the Appalachian Basin, through EQT's ownership and control of EQT Midstream Partners, LP (EQM) (NYSE: EQM), a publicly
traded limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin.
In 2015, EQT formed EQT GP Holdings, LP (EQGP) (NYSE: EQGP), a Delaware limited partnership, to own EQT's partnership interests,
including the incentive distribution rights (IDRs), in EQM. As of June 30, 2017, EQT owned the entire non-economic general partner interest and
239,715,000 common units, which represented a 90.1% limited partner interest, in EQGP. As of June 30, 2017, EQGP's only cash-generating assets
were the following EQM partnership interests: 21,811,643 EQM common units, representing a 26.6% limited partner interest in EQM; 1,443,015 EQM
general partner units, representing a 1.8% general partner interest in EQM; and all of EQM's IDRs, which entitle EQGP to receive 48.0% of all
incremental cash distributed in a quarter after $0.5250 has been distributed in respect of each common unit and general partner unit of EQM for that
quarter. EQT is the ultimate parent company of EQGP and EQM.
Due to EQT's ownership and control of EQGP and EQM, the results of EQGP and EQM are both consolidated in EQT's financial statements. EQT
records the noncontrolling interests of the public limited partners of EQGP and EQM in its financial statements.
As of June 30, 2017, EQT was the largest natural gas producer in the Appalachian Basin and the fourth largest producer in the United States based
on average daily sales volumes. Significant events in 2016 and the first half of 2017 for the Company include:
·
Announcement of the acquisition of Rice Energy Inc. (Rice) (NYSE: RICE) (see "--Recent Developments--Rice Merger").
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·
EQT achieved sales volume of 388.0 Bcfe for the first half of 2017, representing a 7% increase over the first half of 2016. Average
realized price increased 34% to $3.17 per Mcfe in the first half of 2017 from $2.37 per Mcfe in the first half of 2016.
·
EQT achieved record annual production sales volumes in 2016, including a 26% increase in total sales volumes and a 31% increase in
Marcellus sales volumes. However, the average realized price decreased 20% to $2.47 per Mcfe in 2016 from $3.09 per Mcfe in 2015.
·
EQT increased its Marcellus acreage position by acquiring approximately 145,500 net Marcellus acres in 2016 and 123,000 net
Marcellus acres in the first half of 2017, located primarily in northern West Virginia and southwestern Pennsylvania.
·
EQM began offering service on the Ohio Valley Connector (OVC) on October 1, 2016. This 37-mile pipeline extends EQM's
transmission and storage system from northern West Virginia to Clarington, Ohio, at which point it interconnects with the Rockies
Express Pipeline. The OVC is certificated to provide approximately 850 BBtu per day of transmission capacity with an aggregate
compression of approximately 38,000 horsepower. EQT has entered into a 20-year precedent agreement with EQM for a total of 650
BBtu per day of firm transmission capacity on the OVC.
·
EQT completed two underwritten public common stock offerings, receiving total net proceeds of approximately $1.2 billion for
19,550,000 shares.
·
EQM issued 2,949,309 common units through its "At the Market" common unit offering program at an average price per unit of $74.42.
EQM received net proceeds of approximately $217.1 million.
·
EQM issued $500 million of 4.125% Senior Notes due 2026 for net proceeds of approximately $491.4 million.
·
Effective October 1, 2016, EQT sold to EQM (i) 100% of the outstanding limited liability company interests of Allegheny Valley
Connector, LLC and Rager Mountain Storage Company LLC and (ii) certain gathering assets located in southwestern Pennsylvania and
northern West Virginia, for $275 million.
·
On December 28, 2016, EQT sold a gathering system that primarily gathered gas for third-parties for $75.0 million, resulting in an
$8.0 million gain.
Rice
General
Rice is an independent natural gas and oil company focused on the acquisition, exploration and development of natural gas, oil and NGL properties
in the Appalachian Basin. Rice operates in three business segments, which are managed separately due to their distinct operational differences. Rice's
three reporting segments are as follows:
Exploration and Production--This segment is engaged in the acquisition, exploration and development of natural gas, oil and NGLs.
Rice Midstream Holdings--This segment is engaged in the gathering and compression of natural gas production in Belmont and Monroe
Counties, Ohio.
Rice Midstream Partners--This segment is engaged in the gathering and compression of natural gas production in Washington and Greene
Counties, Pennsylvania, and in the provision of water services to support the well completion services of Rice and third parties in Washington and
Greene Counties, Pennsylvania and in Belmont County, Ohio.
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Rice Significant Accomplishments in 2016
·
Increased 2016 net production to 831 MMcfe/d, a 51% increase from 2015.
·
Achieved significant Rice Midstream Holdings segment throughput of 708 MDth/d, a 187% increase over the prior year.
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·
Achieved significant Rice Midstream Partners segment throughput of 983 MDth/d, a 52% increase over the prior year.
·
Completed the acquisition of Vantage Energy, LLC and Vantage Energy II, LLC (collectively, Vantage) and their subsidiaries (the
Vantage Acquisition) for a purchase price of $2.7 billion in October 2016.
·
Concurrent with the Vantage Acquisition, completed the drop-down of certain Vantage midstream assets to Rice Midstream Partners for
proceeds of $600.0 million.
·
Increased 2016 proved reserves to 4.0 Tcfe, a 136% increase from 2015.
·
Increased 2017 fixed price hedge position to 1,246 billion Btu/d, with 970 billion Btu/d of Henry Hub hedges at a weighted average floor
price of $3.24 per million Btu.
·
Completed $375 million strategic equity investment by EIG Global Energy Partners in Rice Midstream Holdings.
·
Increased the borrowing base of its senior secured revolving credit facility from $750.0 million to $1.45 billion.
·
Completed equity offering of an aggregate 34,337,725 shares of common stock in April 2016, which included 20,000,000 shares of
common stock sold by Rice and 14,337,725 shares sold by NGP Rice Holdings LLC, providing $311.8 million in net proceeds to Rice.
·
Completed equity offering of 40,000,000 shares of common stock in September 2016, and in October 2016, sold 6,000,000 shares of
common stock pursuant to the exercise of the underwriters' option providing net proceeds of approximately $1.2 billion.
·
Maintained a strong liquidity position of $1.9 billion for the year ended December 31, 2016, excluding Rice Midstream Partners.
Recent Developments
Rice Merger
On June 19, 2017, EQT and a wholly owned subsidiary of EQT entered into an Agreement and Plan of Merger (the Rice Merger Agreement) with
Rice, which provides for the Rice Merger. If the Rice Merger is completed, each share of the common stock of Rice issued and outstanding immediately
prior to the effective time of the Rice Merger (other than shares excluded by the Rice Merger Agreement) will be converted into the right to receive
0.37 of a share of the common stock of EQT and $5.30 in cash (the Merger Consideration). In connection with the closing of the Rice Merger, EQT also
intends to extinguish approximately $1.9 billion of net debt and preferred equity of Rice and its subsidiaries (based on anticipated balances as of
October 31, 2017) through the redemption, satisfaction and discharge or other retirement of Rice's 6.25% Senior Notes due 2022 and 7.25% Senior
Notes due 2023, the prepayment, termination or other retirement of the senior secured credit facilities of Rice and Rice Midstream Holdings LLC (Rice
Midstream Holdings) and the redemption of Rice Midstream Holdings' outstanding Series B preferred equity interest (collectively, the Rice
Refinancings) and will assume other assets and liabilities of Rice.
S-3
Table of Contents
Bridge Facility
On June 19, 2017, in connection with its entry into the Rice Merger Agreement, EQT also entered into a commitment letter with Citigroup Global
Markets Inc. (Citi), pursuant to which Citi and its affiliates committed to provide, subject to the terms and conditions set forth therein, up to $1.4 billion
of senior unsecured bridge loans (the Bridge Facility), the proceeds of which may be used to pay the cash portion of the Merger Consideration, to
refinance certain existing indebtedness of EQT, Rice and their respective subsidiaries, and to pay fees and expenses in connection with the Rice Merger
and related transactions. On July 14, 2017, EQT entered into a joinder letter pursuant to which 16 additional banks assumed a portion of Citi's
commitment under the Bridge Facility. We intend to issue the notes in this offering in lieu of borrowing under the Bridge Facility.
Board Committee to Address Sum-of-the-Parts Discount
On September 13, 2017, EQT announced that, immediately upon the closing of the Rice Merger, it will establish a committee of the EQT board of
directors to evaluate options for addressing EQT's sum-of-the-parts discount. The committee will be led by Stephen A. Thorington and include select
EQT independent directors. Based on the committee's recommendation, EQT's board of directors will announce a decision by the end of the first quarter
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2018.
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The Offering
Issuer

EQT Corporation.

Securities Offered
$500 million aggregate principal amount of Floating Rate Notes due 2020.

$500 million aggregate principal amount of 2.500% Senior Notes due 2020.

$750 million aggregate principal amount of 3.000% Senior Notes due 2022.

$1,250 million aggregate principal amount of 3.900% Senior Notes due 2027.

Maturity Date
The Floating Rate Notes will mature on October 1, 2020.

The 2020 notes will mature on October 1, 2020.

The 2022 notes will mature on October 1, 2022.

The 2027 notes will mature on October 1, 2027.

Interest Rate
The Floating Rate Notes will bear interest at the rate equal to the three-
month U.S. dollar LIBOR as determined at the beginning of each quarterly
period, plus 77 basis points.

The 2020 notes will bear interest at the rate of 2.500% per annum.

The 2022 notes will bear interest at the rate of 3.000% per annum.

The 2027 notes will bear interest at the rate of 3.900% per annum.

Interest Payment Dates
Interest on the Floating Rate Notes will be paid quarterly in arrears on
January 1, April 1, July 1 and October 1 in each year, commencing on
January 2, 2018 (the next succeeding business day after January 1, 2018).

Interest on the Fixed Rate Notes will be paid semi-annually in arrears on
April 1 and October 1 in each year, commencing on April 1, 2018.

Optional Redemption
EQT may redeem all (but not some) of the outstanding Floating Rate Notes at
its option on October 5, 2018 (the date that is the first business day after the
date that is one year following the issue date) or at any time thereafter at a
redemption price equal to 100% of the principal amount of the Floating Rate
Notes to be redeemed plus accrued and unpaid interest thereon to, but
excluding, the redemption date.

EQT may redeem some or all of the Fixed Rate Notes at its option, at any
time and from time to time, in whole or in part, at the redemption prices
described in this prospectus supplement under the heading "Description of
Notes--Optional Redemption."
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Notwithstanding the foregoing, if the 2020 notes are redeemed on or after
September 1, 2020 (one month prior to the maturity date of the 2020 notes),
the 2022 notes are redeemed on or after September 1, 2022 (one month prior
to the maturity date of the 2022 notes) or the 2027 notes are redeemed on or
after July 1, 2027 (three months prior to the maturity date of the 2027 notes),
the redemption price will be 100% of the principal amount of the notes to be
redeemed plus accrued and unpaid interest to, but excluding, the redemption
date on the principal amount of the notes being redeemed. See "Description of
Notes--Optional Redemption."

Special Mandatory Redemption
If (x) the consummation of the Rice Merger does not occur on or before
May 19, 2018 or (y) EQT notifies the Trustee that EQT will not pursue the
consummation of the Rice Merger, EQT will be required to redeem the
Floating Rate Notes, the 2020 notes and the 2027 notes (but not the 2022
notes) then outstanding at a redemption price equal to 101% of the principal
amount of the notes to be redeemed plus accrued and unpaid interest to, but
excluding, the Special Mandatory Redemption Date. The 2022 notes will not
be subject to the Special Mandatory Redemption provision. See "Description
of Notes--Special Mandatory Redemption."

Ranking
The notes will be the senior unsecured debt obligations of EQT and will rank
equally with all of EQT's other unsecured and unsubordinated debt
obligations from time to time outstanding.

The notes will be effectively subordinated to any of EQT's existing and
future secured debt to the extent of the assets securing that debt, and
structurally subordinated to all existing and any future debt and any other
liabilities of EQT's subsidiaries. As of June 30, 2017, EQT had
approximately $3.3 billion outstanding indebtedness with which the notes
will rank pari passu.

Further Issues
EQT may at any time and from time to time, without notice to or consent of
the holders, issue additional debt securities of the same tenor, coupon and
other terms of a series of notes. Any such additional notes, together with the
notes of such series offered hereby, will constitute a single series of notes of
such series under the applicable Indenture (as defined herein); provided, that
any such additional notes that are not fungible with the notes of such series
for U.S. Federal income tax purposes will have a separate CUSIP, ISIN
and/or other identifying number, if applicable, than the notes of such series.
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Certain Covenants

The Indentures governing the notes will contain covenants that limit the
ability of EQT and its subsidiaries to incur debt secured by liens and enter
into sale and leaseback transactions and that limit the ability of EQT to
consolidate, merge or sell other than for cash or lease its assets substantially
as an entirety to another entity or to purchase the assets of another entity
substantially as an entirety. These covenants are subject to important
exceptions and qualifications, which are described in the "Description of
Notes" section of this prospectus supplement.

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Use of Proceeds
We expect to use the net proceeds from the offering of the notes, together
with cash on hand and borrowings under EQT's revolving credit facility, to
fund the cash consideration payable by us for the Rice Merger, to pay
expenses related to the Rice Merger and the other transactions contemplated
by the Rice Merger Agreement (including the Rice Refinancings) and for
general corporate purposes (which may include redeeming or repaying at
maturity all or a portion of EQT's senior notes and medium term notes due in
2018).

Governing Law
The notes and the Indentures will be governed by the laws of the State of
New York.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon.

Material U.S. Federal Income Tax
You should consult your own tax advisors as to the particular tax
Considerations
consequences to you of the ownership and disposition of the notes, including
with respect to the applicability and effect of any U.S. federal, state, local or
non-U.S. income tax laws or any tax treaty, and any changes (or proposed
changes) in tax laws or interpretations thereof. See "Material U.S. Federal
Income Tax Considerations."

Risk Factors
See "Risk Factors" beginning on page S-14 of this prospectus supplement and
other information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus, including the section entitled
"Risk Factors" beginning on page 19 of our Annual Report on Form 10-K for
the year ended December 31, 2016, as updated by Part II, Item 1A, "Risk
Factors" in our subsequently filed Quarterly Reports on Form 10-Q, for a
discussion of the factors you should carefully consider before deciding to
invest in the notes.

Conflicts of Interest
Affiliates of certain underwriters will receive more than 5% of the net
proceeds of this offering in connection with the consummation of this
offering. See "Use of Proceeds" in this prospectus supplement. In such event,
this offering will be made in compliance with the requirements of the
Financial Industry Regulatory Authority ("FINRA") Rule 5121. Because the
notes will be rated investment grade, pursuant to FINRA Rule 5121, the
appointment of a qualified independent underwriter is not necessary. See
"Underwriting (Conflicts of Interest)--Conflicts of Interest."
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Table of Contents
Summary Historical Financial Data of EQT
You should read the summary historical consolidated financial data set forth below in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the consolidated financial statements and the related notes included in EQT's Annual Report on
Form 10-K for the fiscal year ended December 31, 2016 and EQT's Quarterly Report on Form 10-Q for the six months ended June 30, 2017, which are
incorporated by reference into this prospectus supplement and the accompanying prospectus. EQT derived the following summary historical financial
statement of consolidated operations data and summary historical cash flow data for the years ended December 31, 2016, 2015 and 2014 and the
summary historical balance sheet data as of December 31, 2016, 2015 and 2014 from its audited consolidated financial statements, and it derived the
following summary historical financial statement of consolidated operations data and summary historical cash flow data for the six months ended
June 30, 2017 and 2016 and the summary historical balance sheet data as of June 30, 2017 and 2016 from its unaudited consolidated financial
statements.
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