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Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
The table below summarizes the Company's outstanding debt.

September 30, 2024December 31, 2023
 Principal ValueCarrying Value (a)Principal ValueCarrying Value (a)
 (Thousands)
EQT's revolving credit facility maturing July 23, 2029$1,967,000 $1,967,000 $— $— 
Eureka's revolving credit facility maturing November 13, 2025330,000 330,000 — — 
Term Loan Facility due June 30, 2026 (b)500,000 497,970 1,250,000 1,244,265 
Debentures and senior notes:
EQT's 6.125% notes due February 1, 2025 (b)
— — 601,521 600,389 
EQM's 6.000% notes due July 1, 2025
400,000 400,150 — — 
EQT's 1.75% convertible notes due May 1, 2026 (c)
— — 290,177 286,185 
EQT's 3.125% notes due May 15, 2026
392,915 390,889 392,915 389,978 
EQT's 7.75% debentures due July 15, 2026
115,000 114,088 115,000 113,716 
EQM's 4.125% notes due December 1, 2026
500,000 487,340 — — 
EQM's 7.500% notes due June 1, 2027
500,000 512,554 — — 
EQM's 6.500% notes due July 1, 2027
900,000 917,091 — — 
EQT's 3.90% notes due October 1, 2027
1,169,503 1,166,252 1,169,503 1,165,439 
EQT's 5.700% notes due April 1, 2028
500,000 492,074 500,000 490,376 
EQM's 5.500% notes due July 15, 2028
850,000 846,328 — — 
EQT's 5.00% notes due January 15, 2029
318,494 315,619 318,494 315,121 
EQM's 4.50% notes due January 15, 2029
800,000 764,360 — — 
EQM's 6.375% notes due April 1, 2029
600,000 609,177 — — 
EQT's 7.000% notes due February 1, 2030 (b)
674,800 671,486 674,800 671,020 
EQM's 7.500% notes due June 1, 2030
500,000 537,317 — — 
EQM's 4.75% notes due January 15, 2031
1,100,000 1,042,951 — — 
EQT's 3.625% notes due May 15, 2031
435,165 430,649 435,165 430,141 
EQT's 5.750% notes due February 1, 2034
750,000 742,598 — — 
EQM's 6.500% notes due July 15, 2048
550,000 557,655 — — 
EQT's note payable to EQM (d)— — 88,483 88,483 
Total debt13,852,877 13,793,548 5,836,058 5,795,113 
Less: Current portion of debt (e)400,000 400,150 296,424 292,432 
Long-term debt$13,452,877 $13,393,398 $5,539,634 $5,502,681 
(a)For EQT's revolving credit facility, Eureka's revolving credit facility and, as of December 31, 2023, EQT's note payable to EQM, the principal value represents the carrying value. For all other debt, the principal value less the unamortized debt issuance costs and debt discounts and, for EQM's senior notes, the unamortized fair value adjustments recorded with Equitrans Midstream Merger purchase price accounting represents the carrying value.
(b)Interest rates for the Term Loan Facility and EQT's 7.000% senior notes fluctuate based on changes to the credit ratings assigned to EQT's senior notes by Moody's, S&P and Fitch. Prior to EQT's redemption of all of its outstanding 6.125% senior notes, interest rates for EQT's 6.125% senior notes fluctuated based on changes to the credit ratings assigned to EQT's senior notes by Moody's, S&P and Fitch. Interest rates for the Company's other outstanding debt do not fluctuate.
(c)As of December 31, 2023, the fair value of EQT's 1.75% convertible notes was $768.6 million and was a Level 2 fair value measurement. See Note 5.
(d)As a result of the Equitrans Midstream Merger, EQT's note payable to EQM has been eliminated in consolidation.
(e)As of September 30, 2024, the current portion of debt included EQM's 6.000% senior notes. As of December 31, 2023, the current portion of debt included EQT's 1.75% convertible notes and a portion of EQT's note payable to EQM.
Debt Repayments. The Company repaid, redeemed or repurchased the following debt during the nine months ended September 30, 2024.
Debt TranchePrincipalPremiumsAccrued but Unpaid InterestTotal Cost
(Thousands)
EQM's 4.00% notes due August 1, 2024 (a)
$300,000 $— $6,000 $306,000 
EQT's 6.125% notes due February 1, 2025
601,521 1,178 13,612 616,311 
Term Loan Facility due June 30, 2026750,000 — 332 750,332 
EQT's 1.75% convertible notes due May 1, 2026
583 — — 583 
Total$1,652,104 $1,178 $19,944 $1,673,226 
(a)EQM's 4.00% senior notes, which were consolidated by the Company as a result of the Equitrans Midstream Merger, were redeemed at maturity.

EQT's Revolving Credit Facility. EQT has a $3.5 billion revolving credit facility. On July 22, 2024, EQT entered into a Fourth Amended and Restated Credit Agreement (the Fourth A&R Credit Agreement) with PNC Bank National Association, as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto, amending and restating the Third Amended and Restated Credit Agreement, dated June 28, 2022 (the Credit Agreement), under which such lenders agreed to make to EQT unsecured revolving loans in an aggregate principal amount of up to $3.5 billion. The Fourth A&R Credit Agreement, among other things, (i) extends the maturity date of the commitments and loans under the Credit Agreement to July 23, 2029 and provides, at EQT's option, two one-year extensions thereafter, subject to satisfaction of certain conditions, and (ii) allows for additional commitment increases up to $1 billion, subject to the agreement of EQT and new or existing lenders. EQT can obtain Base Rate Loans (as defined in the Fourth A&R Credit Agreement) or Term SOFR Rate Loans (as defined in the Fourth A&R Credit Agreement). Base Rate Loans are denominated in dollars and bear interest at a Base Rate (as defined in the Fourth A&R Credit Agreement) plus a margin ranging from 12.5 basis points to 100 basis points determined on the basis of EQT's credit ratings. Term SOFR Rate Loans bear interest at a Term SOFR Rate (as defined in the Fourth A&R Credit Agreement) plus an additional 10 basis point credit spread adjustment plus a margin ranging from 112.5 basis points to 200 basis points determined on the basis of EQT's credit ratings.

As of September 30, 2024, the Company had approximately $1 million of letters of credit outstanding under EQT's revolving credit facility and no letters of credit outstanding under Eureka's revolving credit facility. As of December 31, 2023, the Company had approximately $15 million of letters of credit outstanding under EQT's revolving credit facility.

During the three months ended September 30, 2024 and 2023, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $2,301 million and $158 million, respectively, and the average daily balance was approximately $1,608 million and $28 million, respectively. During the nine months ended September 30, 2024 and 2023, under EQT's revolving credit facility, the maximum amount of outstanding borrowings was $2,301 million and $158 million, respectively, and the average daily balance was approximately $551 million and $9 million, respectively. For each of the three and nine month periods ended September 30, 2024 and 2023, interest under EQT's revolving credit facility was incurred at a weighted average annual interest rate of 6.9%.

Eureka's Revolving Credit Facility. Upon the closing of the Equitrans Midstream Merger, the Company acquired a controlling interest in Eureka Midstream Holdings. See Notes 1 and 12. Eureka, a wholly-owned subsidiary of Eureka Midstream Holdings, has a $400 million senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation, as administrative agent, the lenders party thereto from time to time and any other persons party thereto from time to time.

For the period beginning on July 22, 2024 and ending on September 30, 2024, under Eureka's revolving credit facility, both the maximum amount of outstanding borrowings and average daily balance was $330 million, and interest was incurred at a weighted average annual interest rate of 8.1%.

Eureka's revolving credit facility contains negative covenants that, among other things, limit restricted payments, incurrence of debt, dispositions, mergers and other fundamental changes and transactions with affiliates, in each case and as applicable, subject to certain specified exceptions. In addition, Eureka's revolving credit facility contains certain specified events of default, including insolvency, nonpayment of scheduled principal or interest obligations, loss and failure to replace certain material contracts, change of control and cross-default provisions related to the acceleration or default of certain other financial obligations.
EQM's revolving credit facility. Immediately following the closing of the Equitrans Midstream Merger, on July 22, 2024, EQM repaid outstanding obligations under that certain Third Amended and Restated Credit Agreement, dated October 31, 2018, by and among EQM, Wells Fargo Bank, National Association, as administrative agent, swing line lender and L/C issuer, and the other financial institutions from time to time party thereto for principal of $705 million and interest and fees of $4.5 million using cash on hand and cash contributions from EQT funded by borrowings under EQT's revolving credit facility, and, thereafter, EQM terminated its revolving credit facility.

Term Loan Facility. On November 9, 2022, EQT entered into a Credit Agreement (as amended on December 23, 2022, April 25, 2023, January 16, 2024 and July 22, 2024, the Term Loan Agreement) with PNC Bank, National Association, as administrative agent, and the other lenders party thereto, under which such lenders agreed to make to EQT unsecured term loans in a single draw in an aggregate principal amount of up to $1.25 billion (the Term Loan Facility) to partly fund the Tug Hill and XcL Midstream Acquisition. On August 21, 2023, EQT borrowed $1.25 billion under the Term Loan Facility, receiving net proceeds of $1,242.9 million.

On January 16, 2024, EQT entered into a third amendment to the Term Loan Agreement to, among other things, extend the maturity date of the Term Loan Agreement from June 30, 2025 to June 30, 2026. The third amendment to the Term Loan Agreement became effective on January 19, 2024 upon EQT's prepayment of $750 million principal amount of the term loans outstanding under the Term Loan Facility (funded with the net proceeds from the issuance of EQT's 5.750% senior notes and cash on hand) and the satisfaction of other closing conditions. On July 22, 2024, EQT entered into a fourth amendment to the Term Loan Agreement to, among other things, make certain conforming changes to the Term Loan Agreement in alignment with the Fourth A&R Credit Agreement. Pursuant to the Term Loan Agreement, EQT may voluntarily prepay, in whole or in part, borrowings under the Term Loan Facility without premium or penalty but subject to reimbursement of funding losses with respect to prepayment of loans that bear interest based on the Term SOFR Rate (as defined in the Term Loan Agreement). Borrowings under the Term Loan Facility that are repaid may not be re-borrowed.

At EQT's election, the term loans outstanding under the Term Loan Facility bear interest at a Term SOFR Rate plus the SOFR Adjustment or Base Rate (both terms defined in the Term Loan Agreement), each plus a margin based on EQT's credit ratings. For both the three and nine months ended September 30, 2024, interest under the Term Loan Facility was incurred at a weighted average annual interest rate of 6.9%. For the period beginning on August 21, 2023 and ending on September 30, 2023, interest under the Term Loan Facility was incurred at a weighted average annual interest rate of 7.0%.

EQM's Senior Notes. Upon the closing of the Equitrans Midstream Merger, EQM became an indirect wholly-owned subsidiary of EQT, and EQM's outstanding senior notes were consolidated by the Company.

The indentures governing EQM's senior notes contain certain restrictive financial and operating covenants, including covenants that restrict, among other things, EQM's ability to incur, as applicable, indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions. Certain of EQM's senior notes also include an offer to repurchase provision applicable upon the occurrence of certain change of control events specified in the applicable indentures.

As of September 30, 2024, aggregate maturities for EQM's senior notes are zero for the three months ended December 31, 2024, $400 million in 2025, $500 million in 2026, $1,400 million in 2027, $850 million in 2028, $1,400 million in 2029 and $2,150 million thereafter.

EQT's 5.750% Senior Notes. On January 19, 2024, EQT issued $750 million aggregate principal amount of 5.750% senior notes due February 1, 2034. The Company used net proceeds of $742.0 million, composed of the principal amount of $750 million net of capitalized debt issuance costs and underwriters' discount of $8.0 million, and cash on hand to prepay $750 million principal amount of the term loans outstanding under the Term Loan Facility. The covenants of the 5.750% senior notes are consistent with EQT's existing senior unsecured notes.

EQT's 1.75% Convertible Notes. In April 2020, EQT issued $500 million aggregate principal amount of 1.75% convertible senior notes (the Convertible Notes). The effective interest rate for the Convertible Notes was 2.4%.
On January 2, 2024, in accordance with the indenture governing the Convertible Notes (the Convertible Notes Indenture), EQT issued an irrevocable notice of redemption for all of the outstanding Convertible Notes and announced that EQT would redeem any of the Convertible Notes outstanding on January 17, 2024 in cash for 100% of the principal amount, plus accrued and unpaid interest on such Convertible Notes to, but excluding, such redemption date (the Redemption Price).

Pursuant to the Convertible Notes Indenture, between January 2, 2024 and the conversion deadline of 5:00 p.m., New York City time, on January 12, 2024, certain holders of the Convertible Notes exercised their right to convert their Convertible Notes prior to the redemption and validly surrendered an aggregate principal amount of $289.6 million of Convertible Notes. Based on a conversion rate of 69.0364 shares of EQT common stock per $1,000 principal amount of Convertible Notes, EQT issued to such holders an aggregate 19,992,482 shares of EQT common stock. Settlement of such Convertible Note conversion right exercises net of unamortized deferred issuance costs increased shareholder's equity by $285.6 million.

The remaining $0.6 million in outstanding principal amount of Convertible Notes was redeemed on January 17, 2024 in cash for the Redemption Price.

Inclusive of January 2024 settlements of Convertible Notes conversion right exercises that were exercised in December 2023, during January 2024, EQT settled $290.2 million aggregate principal amount of Convertible Notes conversion right exercises by issuing an aggregate 20,036,639 shares of EQT common stock to the converting holders at an average conversion price of $38.03.

Settlement and Termination of Capped Call Transactions. In connection with, but separate from, the issuance of the Convertible Notes, in 2020, EQT entered into capped call transactions (the Capped Call Transactions) with certain financial institutions (the Capped Call Counterparties) to reduce the potential dilution to EQT common stock upon any conversion of Convertible Notes at maturity and/or offset any cash payments that the Company is required to make in excess of the principal amount of such converted notes. The Capped Call Transactions had an initial strike price of $15.00 per share of EQT common stock and an initial cap price of $18.75 per share of EQT common stock, each of which were subject to certain customary adjustments, including adjustments as a result of EQT paying dividends on its common stock, and were set to expire in April 2026. The Company recorded the cost to purchase the Capped Call Transactions of $32.5 million as a reduction to shareholders' equity.

On January 18, 2024, EQT entered into separate termination agreements with each of the Capped Call Counterparties, pursuant to which the Capped Call Counterparties paid EQT an aggregate $93.3 million (the Termination Payments), and the Capped Call Transactions were terminated. EQT received the Termination Payments on January 22, 2024. The Termination Payments were recorded as an increase to shareholders' equity.