The D. E. Shaw Group Outlines Detailed Plan for Value Creation at EQT Corporation

Presents Comprehensive Plan to Unlock $8 Billion of Value for
Shareholders Following Rice Energy Transaction
50% Upside to EQT’s Current Share Price

Calls on EQT to Complete Plan by First Half of 2018

Believes EQT Has Not Provided Clear Plan to Unlock Value for
Shareholders and Has Not Adequately Responded to Shareholder Frustration

Calls on EQT to Appoint Independent Directors with Relevant
Executive Midstream Experience to Help Oversee Plan Execution

NEW YORK–(BUSINESS WIRE)–D. E. Shaw & Co., L.P., on behalf of certain investment funds advised by
it that in the aggregate own an approximately 4.0% interest in the
common stock and equivalents of EQT Corporation (the “Company” or “EQT”)
(NYSE: EQT), today sent a letter to the Board of Directors of EQT
outlining a plan that could unlock $8 billion of value for the Company’s
shareholders—representing a 50% upside to the current stock price—and
that could be completed during the first half of 2018.

The letter was accompanied by a detailed presentation. Both the
presentation and the letter can be downloaded at

The full text of the letter follows:

September 14, 2017

Board of Directors
EQT Corporation
625 Liberty Avenue
PA 15222
Attn: David Porges, Chairman
Attn: Steven
Schlotterbeck, CEO

Dear Dave, Steve, and other Members of the Board:

I am writing to you on behalf of certain investment funds advised by D.
E. Shaw & Co., L.P. that in the aggregate own an approximately 4.0%
interest in the common stock and equivalents of EQT Corporation (the
“Company” or “EQT”). Having conducted extensive analysis, which we
detail in the accompanying presentation,1 we believe that EQT
is substantially undervalued. Further, we believe that EQT’s Board can
remedy this undervaluation by announcing a plan today that, pro
forma for the acquisition of Rice Energy Inc.
, can unlock
$8 billion of value for shareholders (representing a 50% increase to
EQT’s stock price)
and that can be completed
during the first half of 2018

We have been shareholders of EQT for nearly two years and appreciate the
dialogue we have had with Dave and Steve. We also understand why
investors are frustrated with the Company and its current strategy. In
our view, these frustrations are justified in light of (i) the Company’s
poor equity performance, particularly given its low leverage and mix of
premier midstream and production assets, (ii) the Company’s outlay of
$1.85 billion (approximately 17% of its current market capitalization)
to acquire additional acreage, despite the Company’s own share price
consistently reflecting negative value for undeveloped acreage, and
(iii) the uncertain benefits the Company stands to achieve through the
acquisition of Rice given the lack of a clear plan to unlock value
following the transaction.

To date, EQT’s commitments around the Rice transaction and responses to
public shareholder frustration have been inadequate. Despite asking
shareholders to approve a substantial acquisition that would result in
35% dilution, EQT has said that it will take eighteen months to develop
a “path” toward addressing its persistent sum-of-the-parts discount and
likely another twelve months to carry out whatever that path may be. In
its response to public criticism of the Rice transaction, EQT has missed
an opportunity to provide a clear value creation plan to its
shareholders. Instead, EQT management has described the potential for an
additional $7.5 billion in synergies without providing a commitment to
achieve any portion of them—the kind of communication that puts valuable
credibility at risk.

EQT’s Board and Management Can Do More for Shareholders

We believe that EQT should lay out a clear path forward that shows how
the Rice acquisition will unlock value for shareholders. In furtherance
of this goal, we have carried out extensive research, including working
with leading reserve engineers, consulting with former C-level midstream
and E&P executives, and retaining tax and corporate counsel to evaluate
various transaction structures. In the accompanying presentation, we set
forth a plan that allows EQT to acquire Rice
and to deliver substantial value to shareholders. We believe the plan is
readily executable, can be completed during the
first half of 2018
, and can result in 50%
share price appreciation
. The plan consists of the following
three actions:

1. Carry Out a Separation of Production and Midstream

Following the consummation of the Rice acquisition, EQT Corporation
should separate into EQT Production and EQT Midstream. As we detail in
the accompanying presentation, we believe that separation is the best
path forward and will leave both entities stronger and better able to
pursue their respective strategic goals. Additionally, we believe that
any tax drag from such a separation following immediately after the Rice
acquisition would be immaterial (approximately $1 per share) compared to
the opportunity to unlock value of approximately $30 per share or more.

2. Restructure Midstream Businesses Through a Merger of EQM
and RMP.

EQT Midstream should simplify its structure by merging EQM and RMP. As
we detail in the presentation, this combination would allow the
businesses to achieve considerable operational and capital synergies
while substantially increasing the incentive distribution rights
collected by EQGP, thereby benefitting all parties (EQT, EQM, RMP, and
EQGP). Despite RMP’s relatively weak negotiating position given EQT’s
ability to control the pace and location of development, we believe that
a straightforward no-premium merger is in the best interest of all

3. Appoint Experienced Midstream Executives to the Board of

Although EQT Midstream represents approximately 40% of EQT Corporation’s
equity value and $8 billion in potential value to be unlocked, EQT’s
Board lacks any independent directors with executive midstream
experience or public company restructuring experience.

We have advised you of the availability of specific candidates with
directly relevant experience as former C-level executives of
large-capitalization, public, midstream companies. We are encouraged
that the Board seems to recognize that these individuals would be
valuable additions, and we encourage you to add them to the Board
immediately. The addition of the highly accomplished candidates that we
have suggested or others with comparable experience would be a
tremendous asset to EQT’s Board and in turn to EQT shareholders.

We Look Forward to Working Constructively Together

For years, we, and other EQT shareholders, have taken comfort in
management’s acknowledgement of the Company’s sum-of-the-parts discount
and the need to address it eventually. Now, on the eve of a significant
transaction that will result in substantial equity dilution for EQT
shareholders, the time has come for EQT’s Board and management to unlock
value for EQT shareholders—not by invoking vague and uncertain potential
synergies, but by proposing a clearly articulated plan that can be
executed promptly. We look forward to working constructively together
for the benefit of all EQT shareholders.


Quentin Koffey
Portfolio Manager
D. E. Shaw & Co., L.P.

About the D. E. Shaw Group

Founded in 1988, the D. E. Shaw group is a global investment and
technology development firm with over $40 billion in assets under
management, predominantly from institutional investors. We have a
significant presence in the world’s capital markets, investing in a wide
range of companies and financial instruments in both developed and
developing economies. The firm has extensive experience investing in the
energy sector in both public markets and private equity. Funds managed
by the D. E. Shaw group have been shareholders of EQT for nearly two
years, and we have a long-term view on its value creation potential and
best path forward.


This letter (the “Letter”) represents the opinions of D. E. Shaw & Co.,
L.P. (“DESCO LP”) on behalf of certain investment funds managed or
advised by it (“the Funds”) that currently beneficially own, or
otherwise have an economic interest in, shares of EQT Corporation (the
“Company”). The Letter is for informational purposes only and does not
take into account the specific investment objectives, financial
situation, suitability, or particular need of any person who may receive
the Letter. Nothing in the Letter constitutes investment, financial,
legal, or tax advice, and the Letter should not be relied on as such.

The views expressed in the Letter are based on publicly available
information and DESCO LP’s analyses. The Letter contains statements
reflecting DESCO LP’s opinions and beliefs with respect to the Company
and its business based on DESCO LP’s research, analysis, and experience.
All such statements are based on DESCO LP’s opinion and belief, whether
or not those statements are expressly so qualified. DESCO LP
acknowledges that the Company may possess confidential information that
could lead the Company to disagree with DESCO LP’s views and/or
analyses. Certain financial information and data used in the Letter have
been derived or obtained from filings made with the U.S. Securities and
Exchange Commission by the Company or by other companies that DESCO LP
considers comparable. DESCO LP has not sought or obtained consent from
any third party to use any statements or information indicated in the
Letter, and no such statements or information should be viewed as
indicating the support of any third party for the views expressed in the

Information contained in the Letter has not been independently verified
by DESCO LP, and neither DESCO LP nor any of its affiliates makes any
representation or warranty, whether express or implied, as to the
accuracy, fairness, or completeness of the information contained herein.
By receiving and retaining the Presentation, each recipient agrees and
acknowledges that it will not rely on any such information. None of the
companies in the D. E. Shaw group; nor any of their respective
affiliates,; nor any, shareholders, partners, members, managers,
directors, principals, personnel, trustees, or agents of any of the
foregoing shall be liable for any errors or omissions (as a result of
negligence or otherwise, to the fullest extent permitted by law in the
absence of fraud) in the production or contents of the Presentation, or
for the consequences of relying on such contents.

All of the information in the Presentation is presented as of the date
of the Letter (except as otherwise indicated), is subject to change
without notice, and may have changed (possibly materially) between the
date as of which such information is presented and the date the Letter
was received. No member of the D. E. Shaw group has any obligation to
update the information in the Letter to account for changes subsequent
to any date as of which such information is given or to provide any
additional materials.

The Funds currently beneficially own, and/or have an economic interest
in, shares of the Company. The Funds are in the business of trading
(i.e., buying and selling) securities, and it is expected that the Funds
will from time to time engage in transactions that result in changes to
their beneficial and/or economic interest in the Company. To the fullest
extent permitted by law, DESCO LP may cause the Funds to buy or sell
shares in the Company, or otherwise to change the form or substance of
any of their investments in the Company, without notice to or the
consent of the Company or any other recipient of the Letter.

The Letter may contain certain information that constitutes
“forward-looking statements,” which can be identified by the use of
forward-looking terminology such as “may,” “expect,” “will,” “hope,”
“forecast,” “intend,” “target,” “believe,” and/or comparable terminology
(or the negatives thereof). Actual events, results, and/or performance
may differ materially from what is contemplated in such forward-looking
statements. Any such forward-looking statements have been prepared based
on, among other things, DESCO LP’s current view of economic conditions,
which view it believes to be reasonable in light of information that is
presently available but which may prove to be incorrect. This
information is subject to uncertainties, changes, and other risks beyond
DESCO LP’s control, including without limitation broad trends in
business, finance, and the economy (including, for example, monetary
policy, interest rates, inflation, and currency values), legislation and
regulation, the availability and cost of short-term and/or long-term
funding and capital, and the conditions prevailing in the securities
and/or other markets. Industry experts may disagree with DESCO LP’s
views. No assurance, representation, or warranty is made by any person
that any of DESCO LP’s aims, assumptions, expectations, objectives,
and/or goals will be achieved. Nothing contained in the Letter may be
relied upon as a guarantee, promise, assurance, or representation as to
the future.

The Letter does not convey an offer of any type. It is not intended to
be, and should not be construed as, an offer to sell, or the
solicitation of an offer to buy, any security, including without
limitation an interest in any Fund.

1 This letter and the accompanying presentation are available


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