0000950170-23-045459.txt : 20230830 0000950170-23-045459.hdr.sgml : 20230830 20230830163027 ACCESSION NUMBER: 0000950170-23-045459 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230822 FILED AS OF DATE: 20230830 DATE AS OF CHANGE: 20230830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Q-TH Appalachia (VI) Investment Partners, LLC CENTRAL INDEX KEY: 0001989429 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03551 FILM NUMBER: 231225612 BUSINESS ADDRESS: STREET 1: 800 CAPITOL STREET, SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-452-2020 MAIL ADDRESS: STREET 1: 800 CAPITOL STREET, SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VANLOH S WIL JR CENTRAL INDEX KEY: 0001098463 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03551 FILM NUMBER: 231225614 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QEM VI, LLC CENTRAL INDEX KEY: 0001990907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03551 FILM NUMBER: 231225613 BUSINESS ADDRESS: STREET 1: 800 CAPITAL STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 452-2020 MAIL ADDRESS: STREET 1: 800 CAPITAL STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Q-XcL Holdings I (VI) Investment Partners, LLC CENTRAL INDEX KEY: 0001989645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03551 FILM NUMBER: 231225611 BUSINESS ADDRESS: STREET 1: 800 CAPITOL STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-452-2020 MAIL ADDRESS: STREET 1: 800 CAPITOL STREET STREET 2: SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 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 2023-08-22 0 0000033213 EQT Corp EQT 0001098463 VANLOH S WIL JR 800 CAPITOL STREET, SUITE 3600 HOUSTON TX 77002 false false true false 0001990907 QEM VI, LLC 800 CAPITOL STREET, SUITE 3600 HOUSTON TX 77002 false false true false 0001989429 Q-TH Appalachia (VI) Investment Partners, LLC 800 CAPITOL STREET, SUITE 3600 HOUSTON TX 77002 false false true false 0001989645 Q-XcL Holdings I (VI) Investment Partners, LLC 800 CAPITOL STREET, SUITE 3600 HOUSTON TX 77002 false false true false Common Stock 43946108 I See footnotes Received in connection with the consummation of the transactions contemplated by that certain Amended and Restated Purchase Agreement, dated as of December 23, 2022 (as amended, the "Purchase Agreement"), by and among EQT Corporation (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 (the "Midstream Seller" and, 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 (continued from footnote 1) for 49,599,796 shares of the Issuer's common stock, no par value (the "Common Stock") and approximately $2.4 billion in cash, subject to customary post-closing adjustments. This Form 3 is being jointly filed by QEM VI, LLC ("QEM VI"), Q-TH Appalachia (VI) Investment Partners, LLC ("Q-TH"), and Q-XcL Holdings I (VI) Investment Partners, LLC ("Q-XcL"). As of the date of this Form 3, Q-TH directly holds 33,137,359 shares of Common Stock and Q-XcL directly holds 10,808,749 shares of Common Stock. QEM VI is the managing member of each of Q-XcL and Q-TH. Therefore, QEM VI may be deemed to share voting and dispositive power over the securities held by Q-XcL and Q-TH and may also be deemed to be the beneficial owner of such securities. QEM VI disclaims beneficial ownership of such securities, including in the Common Stock reported herein, in excess of its pecuniary interest in the securities. Any decision taken by QEM VI to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by each of Q-XcL and Q-TH must respectively be approved by a majority of the members of QEM VI's investment committee, (continued from footnote 3) and such majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM VI and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of the Common Stock held by Q-XcL and Q-TH in excess of his pecuniary interest in such Common Stock. Pursuant to that certain Voting Trustee Agreement (the "Voting Trustee Agreement"), dated as of August 24, 2023 (the "Assignment Date"), by and among Q-TH, Q-XcL, U.S. Bank Trust Company, National Association (the "Voting Trustee"), and, for the limited purposes set forth therein, the Issuer, each of Q-XcL and Q-TH assigned any and all of its respective voting power with respect to the Common Stock reported herein to the Voting Trustee. Pursuant to the Voting Trustee Agreement, as of the Assignment (continued from footnote 4) Date and until the date on which the Voting Trustee Agreement is terminated pursuant to its terms, none of Mr. VanLoh, QEM VI, Q-XcL or Q-TH hold or will hold or share or will share any voting power with respect to any of the Common Stock reported in this Form 3. /s/ S. Wil VanLoh, Jr. 2023-08-30 /s/ James V. Baird, General Counsel of QEM VI, LLC 2023-08-30 /s/ James V. Baird, General Counsel of Q-TH Appalachia (VI) Investment Partners, LLC 2023-08-30 /s/ James V. Baird, General Counsel of Q-XcL Holdings I (VI) Investment Partners, LLC 2023-08-30