A Plan to Unlock Shareholder Value

Transcription

1 A Plan to Unlock Shareholder Value September

2 Disclaimer This presentation (the Presentation ) is being made by, and 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 Presentation 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 Presentation. Nothing in the Presentation constitutes investment, financial, legal, or tax advice, and the Presentation should not be relied on as such. The views expressed in the Presentation are based on publicly available information and DESCO LP s analyses. The Presentation 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. 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3 About D. E. Shaw & Co. 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. D. E. Shaw s Research We have performed extensive research to understand EQT s production and midstream operations. In addition we have done substantial financial and legal due diligence around potential separation transactions. Specifically, we have: Worked with leading reserve engineers to determine the relative quality of EQT s upstream position in the Marcellus / Utica vs. peers, as well as the impact to operations and returns from extended lateral capability as a result of the Rice transaction. Analyzed data from over 1,500 wells drilled by EQT and peers over the last 5 years to understand acreage quality, relative economics, differences in completion techniques, and gas and liquids decline curves. Conducted extensive discussions with industry veterans around EQT s production and midstream assets, including speaking at length with peer operators holding offset acreage positions, former EQT employees, and a variety of midstream and E&P executives. Performed detailed analysis on EQT and peer cost structures, including gathering / transport / processing commitments, implications to unit margins of companies liquids / gas mix, ethane recovery / rejection, and various gas and liquids marketing arrangements. Engaged midstream consultants to study relative positioning of midstream companies in Appalachia, midstream growth opportunities, returns on midstream capital, and macro natural gas supply / demand dynamics. Worked with tax and corporate counsel to understand various transaction structures involving EQT and its midstream entities. 3

4 EQT s Board Can Unlock $8 Billion for Shareholders and Increase the Stock Price by ~50% EQT is substantially undervalued relative to public market peers despite having premier upstream and midstream assets. Shareholders are frustrated and question the strategic direction of EQT and its consolidation strategy, given: Acquisitions have resulted in poor equity performance and a persistent sum-of-the-parts discount. EQT spent $1.85 billion prior to the Rice transaction acquiring acreage despite negative market valuation for EQT s undeveloped acreage. Valuations provided by advisors in EQT proxy raise investor concerns about the Rice acquisition. EQT s Board and management commitments around the Rice transaction and responses to shareholders have been inadequate: EQT has provided no plan to unlock value and has only committed to having some sort of a path in 18 months with no assurance as to when that path will be completed. In response to public criticism of the Rice transaction, EQT management described $7.5 billion of additional synergies without providing a commitment to achieve any portion of them. Below we propose a plan pro forma for the Rice acquisition that can be completed during 1H 2018 and can deliver ~50% share price appreciation to shareholders: 1 2 Carry out a separation of Midstream and Production businesses during 1H EQT can execute a separation immediately after the close of the Rice acquisition with less than $1 / share of tax drag. Restructure midstream businesses through the combination of EQM and RMP. Combining EQM & RMP is accretive even before accounting for synergies and drives a meaningful increase to incentive distribution rights held by EQGP. While EQM has significant leverage in RMP merger negotiations due to EQT s ability to decide pace and location of development along with vulnerabilities in RMP s gathering agreement, EQM should propose a reasonable no-premium all-equity combination at today s market values. 3 Appoint experienced midstream executives to the Board of EQT. EQT s Board will benefit from independent directors with midstream experience to help unlock value for shareholders and set a midstream strategy. 4

5 EQT s Consolidation Strategy Has Not Delivered Value to Shareholders 5

6 EQT Stock Has Performed Poorly Despite Starting with a Low Relative Leverage Position Adjusting out EQGP from EQT share price shows that implied EQT Production equity performance has been no better than peers during the 12 months prior to the announcement of the Rice acquisition. EQT Performance Has Been No Better Than Peers... Despite Lowest Starting Leverage in Peer Group Total Shareholder Returns (12 months prior to Rice acquisition announcement) E&P Net Debt / TTM E&P EBITDAX (12 months prior to Rice acquisition announcement) 10% 4.5x 0% COG Implied AR E&P RRC Implied EQT E&P 4.0x 3.5x (10%) 3.0x 2.5x (20%) 2.0x (30%) 1.5x 1.0x (40%) 0.5x (50%) 0.0x EQT COG RRC AR Notes: AR and EQT implied E&P TSRs calculated by backing out AM and EQGP performance, respectively, weighted by the percentage of consolidated equity value represented by midstream securities as of 6/16/2016. E&P Net Debt / TTM E&P EBITDAX calculated using reported net debt and reported TTM Adj. EBITDAX (including hedge gains), as of Q

7 EQT Stock Consistently Reflects Negative Acreage Value, Yet Strategy Has Been to Acquire More Acreage EQT spent $1.85bn (17% of current market cap) acquiring acreage during 2016 and early 2017 and then announced the Rice transaction despite EQT stock reflecting negative value for undeveloped acreage during the entire period. Transaction: Date Announced: Statoil assets 5/2/2016 Pennsylvania Acquisition 10/25/2016 Trans Energy / Republic Energy 10/25/2016 Stone Energy assets 2/9/2017 Rice Energy 6/19/2017 $10,000 $8,000 $6,000 $4,000 $2,000 $0 ($2,000) ($4,000) Implied Acquisition Price / Core Acre Implied EQT Market Value / Core Acre In each case, the cheapest way to buy acreage was to purchase EQT stock. Notes: Value / core acre calculation for asset acquisitions as well as for Rice and EQT assumes $3,000 per flowing mcfe/d (valuation assumption comes from EQT April 2017 corporate presentation). EQT core acreage as per most recent corporate presentations prior to each transaction announcement date. Market value of EQGP stake owned by EQT subtracted from EQT unconsolidated enterprise value as of date prior to each transaction announcement. Rice implied price / core acre assumes $2.0bn midstream value (market value of RMP, midpoint of EQT guidance for ROM/Strike Force, and $250mm for RMP GP). Rice core acreage includes Marcellus and Ohio Utica. 7

8 Valuations Provided by EQT s Advisors Demonstrate Need for Shareholder Value Plan to Justify Transaction In EQT s proxy materials, EQT s financial advisors provided unconsolidated valuations for both Rice and EQT based on public market comparables. The analysis below uses these valuations: Equity Value ($bn) Dil. Shares (mm) Value per Share Low High as of 2017 Q1 Low High EQT $13.3 $ $76.65 $98.95 Rice $6.2 $ $25.50 $34.15 Cash Consideration to Rice Shareholders ($1.3) ($1.3) EQT Pro Forma (excl. Synergies) $18.2 $ $69.12 $91.79 PV of Synergies $2.5 $2.5 EQT Pro Forma (incl. Synergies) $20.7 $ $78.61 $ % Uplift 2.6% 2.4% Proxy valuations imply that achieving the full $2.5bn of synergies would result in only 2-3% accretion to per share equity value. EQT s Board can do more for shareholders. Note: Financial advisor s pre-deal equity value per share calculated using sum-of-the-parts methodology (S-4 filed 7/27/17, p. 93 and 101). Above table excludes recently announced $7.5bn in additional synergies suggested by EQT management. 8

9 EQT s Board Can Do More for Shareholders 9

10 $ / share ~50% Increase in Value Today EQT s Board Can Announce a Plan Pro Forma for the Rice Acquisition That Can Deliver ~50% Share Price Appreciation $100 $90 $9 $80 $70 $29 $94 $60 $50 $63 $56 $40 $0 Current EQT Share Price Upstream Value Midstream Value Midstream Restructuring Value Total Market Value

11 Plan Can Simplify EQT Structure and Can Be Completed During 1H 2018 EQT Structure Proposed by Management Restructuring EQT After Separation and EQM / RMP Merger EQT EQT Production EQT Midstream EIG EQGP EQGP EQT & Rice Upstream Assets RMH EQT & Rice Upstream Assets GP Holdings EQM EQM RMP Denotes public entity 11

12 EQT s Board Can Do More for Shareholders: 1 Separation of Production and Midstream Businesses 1a. EQT Production Is Worth $56 per EQT Share 1b. EQT Production Should Trade at a Premium Multiple Relative to Peers 1c. EQT Midstream Is Worth $29 per EQT Share Today with Upside to $38 1d. EQT Midstream Should Receive a Premium Valuation 1e. Separation Is Clearly the Best Option for Shareholders 1f. Taxes Are Not a Reason to Delay Separation 12

13 1a. EQT Production Is Worth ~$56 Per EQT Share Based on Public Market Comparables RRC AR COG EQT Production Pro Forma for Rice Deal (Derived from peer multiples) (1) Share Price $18.25 $20.55 $26.41 $56.31 Market Cap ($mm) $4,528 $6,483 $12,214 $14,828 Plus: 2017 Q2 E&P Net Debt ($mm) $3,848 $4,324 $1,005 $4,677 Less: Hedge Book Value ($mm) ($1) ($1,947) ($9) ($103) (4) Does not include management s $2.5bn of initial synergies or $7.5bn of additional synergies. (6) Plus: E&P Unhedged Cash Burn thru 2019 ($mm) $556 $2,289 ($626) $374 Less: Embedded Midstream Value ($mm) ($3,111) - ($2,645) 2019 E&P TEV ($mm) $8,932 $8,037 - $8,504 $12,585 $19, EBITDAX multiple 6.5x 6.7x - 7.1x 7.2x 6.8x (2) (3) (5) Notes: EBITDAX and cash flow for RRC, AR, and COG calculated using forward strip as of 9/13/17 and an average of Citi, Evercore ISI, Goldman Sachs, JPMorgan, and Morgan Stanley assumptions for production, differentials, costs, and capex. Unhedged cash burn is not burdened by dividends. AR consolidated EBITDAX adjusted to E&P EBITDAX by subtracting forward AM Gathering & Compression EBITDA as provided by the company (corporate presentation dated 6/20/17). AR consolidated D&C capex adjusted to E&P D&C capex by including incremental estimated water capex that is accounted for as AM EBITDA. EQT EBITDAX and cash flow based on D. E. Shaw group estimates because of lack of significant sell side coverage overlap of EQT/RICE as well as limited availability of RICE sell side models that de-consolidate E&P and midstream businesses. 1. RRC, AR, and COG share prices as of 9/13/ AR E&P cash burn through 2019 is net of proceeds from 9/6/17 sale of 10mm AM units. 3. Value of AM stake assumes 0-15% tax drag and accounts for 9/6/17 sale of 10mm AM units. 4. Pro forma EQT Production net debt includes EIG preferred equity in RMH and is burdened by cash consideration of Rice transaction. 5. Pro forma EQT Production unhedged cash flow includes proceeds from ROM and Strike Force dropdowns to EQM (with tax drag based on ~$600mm of basis in assets at time of drop) and $125mm cash outflow to satisfy EIG s put on its GP Holdings common equity stake. 6. EQT Production EBITDAX includes $100mm of G&A synergies from Rice merger. EQT Production capex includes ~$200mm of capital synergies in 2018 and

14 1b. EQT Production Should Trade at a Premium Multiple Relative to Peers Based on Superior Leverage Profile and Unit Margins $56 / share valuation assumes multiple in-line with peers, but EQT Production would likely trade at a premium. EQT Has Lower Leverage And Higher Per Unit Profitability 2019E Adj. Net Debt / Unhedged EBITDAX 2019E EBITDAX / mcfe 4.0x $ x $ x $1.40 $ x $ x $ x $ x $0.90 $ x $ x COG EQT Pro Forma RRC AR E&P $0.60 AR E&P RRC EQT Pro Forma COG Notes: EBITDAX and cash flow for RRC, AR, and COG calculated using forward strip as of 9/13/17 and an average of Citi, Evercore ISI, Goldman Sachs, JPMorgan, and Morgan Stanley assumptions for production, differentials, costs, and capex. Unhedged cash burn is not burdened by dividends. AR consolidated EBITDAX adjusted to E&P EBITDAX by subtracting forward AM Gathering & Compression EBITDA as provided by the company (corporate presentation dated 6/20/17). AR consolidated D&C capex adjusted to E&P D&C capex by including incremental estimated water capex that is accounted for as AM EBITDA. EQT EBITDAX and cash flow based on D. E. Shaw group estimates because of lack of significant sell side coverage overlap of EQT/RICE as well as limited availability of RICE sell side models that de-consolidate E&P and midstream businesses. Adj. net debt assumes monetization of hedge book at market value as of 9/13/17. Adj. net debt for EQT Pro Forma also includes proceeds from ROM and Strike Force dropdowns (with tax drag based on ~$600mm of basis in assets at time of drop) and cash outlays to fund EIG s put on GP Holdings equity stake and EIG s preferred equity stake in RMH. Adj. net debt for AR E&P is net of proceeds from 9/6/17 sale of 10mm AM units. 14

15 1c. EQT Midstream Is Worth $29 per EQT Share Today with Upside to $38 per EQT Share Prior to a separation, EQT Production would strike sensible support agreements with EQT Midstream including an acreage dedication and reasonable volume commitments. EQT Midstream would have numerous options available to reduce taxes. See Recommendation 2 Today Today Post-restructuring EQT Midstream Value $mm per EQT share per EQT share EQGP Stake Value $6,925 $26.30 $35.79 Net RMP Stake Value to EQT $607 $2.30 (1) Net RMP GP Value to EQT $250 $0.95 (2) Less: Separation Tax Drag ($256) ($0.97) Total Value $7,526 $28.58 $38.07 Low Case Assuming Corporate Tax Discount 15% Discount ($1,167) ($4.43) ($5.86) Low Case Adjusted Value $6,359 $24.15 $32.21 Notes: The impact of the following are captured in valuation of EQT Production (rather than EQT Midstream): EIG preferred equity in RMH and put right in GP Holdings are funded with cash. ROM and Strike Force dropped down to EQM for cash. 1. $250mm RMP GP value is D. E. Shaw group assumption. 2. Separation tax drag calculation explained on page

16 1d. EQT Midstream Should Receive a Premium Valuation EQT Midstream Stronger After Separation As with any separation, EQT would provide EQM with an acreage dedication across its Marcellus acreage and reasonable volume commitments, thereby putting EQM in a stronger position than today. Standalone EQT Midstream would have a much greater ability to attract and grow 3 rd party volumes. Midstream operations consistently see increased utilization after separation due to management solely focused on running midstream assets standalone as opposed to as a captive of an upstream operator. Premier Assets ~40% of EBITDA will be generated by FERC regulated natural gas pipelines with long-term commitments and investment grade rated counterparties. Gathering business will have an acreage dedication from and be levered to one of the lowest cost areas in the Marcellus (the lowest cost natural gas basin in the US). Primary customer is investment grade rated with low leverage. Top Tier Growth EQM can deliver 20% to 2019 distribution CAGR, resulting in EQGP distribution CAGR ~60%+. Beyond 2019, double digit expected production growth at EQT Production should drive at least double digit distribution growth at EQM. Low Leverage Profile EQT Midstream will be ~3x debt / 2019 EBITDA after build-out of MVP and proposed transactions, amongst the lowest leverage ratios in the midstream space. Low leverage provides strategic optionality and should allow EQM / EQGP to trade at very low yields relative to peers. EQM is already investment grade rated at two out of three agencies, and restructured EQM would likely be solidly investment grade due to increased size. Strategic Acquirers EQT Midstream assets are highly strategic and would be extremely attractive to a number of potential acquirers. After separation, EQT Midstream would retain the option to sell to 3 rd party at future date. 16

17 1e. Separation Is Clearly the Best Option for Shareholders Taxable Sale Sell EQGP Units to Fund Buyback of EQT Stock Separation Tax inefficient due to taxes on all midstream assets. Caps midstream value at close to current low price after accounting for premium. Proceeds go to EQT Production; shareholders don t want more E&P acquisitions. Tax inefficient due to taxes on sale of units. Monetizes EQGP at current low price. Creates overhang on EQGP. Minimal impact on eliminating sum-of-the-parts discount. Tax efficient with taxes due only on Rice midstream assets. Allows EQT shareholders to participate in EQGP appreciation. Retains option to sell either business to a 3 rd party at future date. EQT Production $ Units 3 rd Party EQT Production $ Units 3 rd Party EQGP Unitholders EQT Production EQT Midstream EQT & Rice Upstream Assets EQGP EQM RMP EQT & Rice Upstream Assets EQGP EQM RMP EQT & Rice Upstream Assets EQGP EQM RMP 17

18 1f. Taxes Are Not a Reason to Delay Separation There is an incorrect market perception that tax issues could make a separation costly or delay action for years. If EQT declares a separation today, we believe EQT should incur only ~$1 / share tax drag vs ~$30 / share value unlock. Portion of taxable gain likely to be offset with other tax attributes (company stated for instance that $2.5bn of synergies are untaxed due to existence of favorable tax attributes). EQGP 240mm units owned (x) $28.89 price = $6,925mm In a separation, taxes only due on Rice assets (not EQGP) PF EQT Midstream RMP GP Estimated value = $250mm (1) RMP LP 29mm units owned (x) $21.10 price = $607mm Value of Rice Midstream Assets $857 Basis in Assets $0 Basis from EIG Put on common equity in GP Holdings ($125) Taxable Gain $732 Tax Rate 35% Cash Taxes ($256) Assumes no reduction from tax attributes elsewhere PF Shares Out 263 ~$30 increase in share price vs. Tax Drag per EQT Share ($0.97) Note: 1. $250mm RMP GP value is D. E. Shaw group assumption. 18

19 EQT s Board Can Do More for Shareholders: 2 Restructure Midstream Businesses Through Combination of EQM and RMP 2a. EQM / RMP Merger Can Drive at Least $9 per EQT Share of Additional Value 2b. EQM / RMP Merger Could Drive Even Higher Value for EQT Midstream 19

20 2a. EQM / RMP Merger Can Drive at Least $9 per EQT Share of Additional Value By merging EQM and RMP, EQT Midstream can generate an additional $9 / EQT share of midstream value before accounting for any operational or capital synergies. (1) Pre- PF Rice Deal, 2019E Financial Metrics Rice Deal Post-restructuring EQM Adj. EBITDA ($mm) $1,126 $1,698 EQM LP Distribution ($/unit) $5.37 $5.64 GP IDR ($mm) $295 $465 EQM Coverage 1.2x 1.2x EQM Leverage (Net Debt / Adj. EBITDA) 3.0x 3.1x 5% accretive to EQM; drives 20%+ CAGR % increase in IDR Transactions neutral to coverage & leverage EQM unit count (mm) EQM Unit Price $75.53 $75.53 EQM Implied LP yield 7.1% 7.5% Assuming no increase in EQM unit price despite accretion from merger EQGP Unit Price $28.89 $39.31 (2) Implied IDR yield 5.0% 5.3% Yield Spread 213 bps 213 bps and keeping spread constant Value of EQT's EQGP Stake ($mm) $6,925 $9,423 Pro Forma EQT Per Share $26.30 $35.79 drives $9 per share of additional value. Synergies would generate additional value uplift. Notes: Adj. EBITDA is based on D. E. Shaw group estimates, intended to be in-line with EQM / RMP management commentary about company outlooks including RMP guidance provided in its Q earnings release. 2019E Adj. post-restructuring EBITDA is pro forma for ROM and Strike Force drop downs and EQM / RMP merger. 1. Assumes EQM / RMP transaction executed at market. Assumes RMP GP acquired for $250mm. 2. Implied IDR yield calculated as IDR cash flow over EQGP value after backing out value of EQM units owned by EQGP. 20

21 2b. EQM / RMP Merger Could Drive Even Higher Value for EQT Midstream Synergies Could Be Significant and We Have Not Included Them in Our Numbers There are opportunities for significant operational and capital synergies in an EQM / RMP merger given asset overlap. None of these synergies is captured in estimated value of EQT Midstream of $38 / EQT share. Synergies could drive material upside to value of EQT / EQGP / EQM. EQM Has Significant Leverage in RMP Merger Negotiation Given EQT s ability to control pace and location of development along with vulnerabilities in RMP s gathering agreements, EQM could attempt a below market bid for RMP thereby creating even more value for EQM. EQM should propose a reasonable no-premium all-equity combination with RMP at today s market prices that will benefit all parties. 21

22 EQT s Board Can Do More for Shareholders: 3 Fill Midstream Void on Board 22

23 $ / share ~50% Increase in Value Address Lack of Midstream Experience Among EQT s Board Members Midstream is ~40% of EQT Value and Drives $8bn of Value Unlock Opportunity $100 $90 $80 $70 $60 $29 $9 $94 Yet None of EQT s Independent Board Members Have Midstream or Restructuring Experience. No independent director has executive experience with midstream assets. No independent director has experience overseeing or leading public market separations or restructurings. We have advised EQT of the availability of specific candidates with directly relevant experience as former C-level executives of large-capitalization, public, midstream companies. EQT s Board would clearly benefit from increased relevant experience and perspective. $50 $63 $56 $40 $0 Current EQT Share Price Upstream Value Midstream Value Midstream Total Market Restructuring Value Value Top-caliber nominees with substantial midstream and restructuring experience are available to join EQT s Board. 23

24 EQT s Board Can Do More For Shareholders: A Shareholder Value Plan Can Unlock $8 billion and Increase Stock Price by ~50% Total Market Value >$94 / Share Total market value in a separation is >$94 / share. EQT Production >$56 / Share EQT Production is worth at least $56 / share based on Marcellus peers with lower quality assets and balance sheets. Further upside if any credit is given to management-stated synergies coming from the Rice Energy acquisition. EQT Midstream >$29 / Share Midstream Restructuring >$9 / Share EQT s midstream assets are worth at least $29 / share based on where EQGP and RMP currently trade. At least $9 / share can be unlocked by restructuring the midstream assets, resulting in accretion to EQGP s IDR cash flows while also creating value for EQM and RMP. Further upside delivered through operational and capital synergies. Shareholder Value Plan for EQT: 1. Announce a plan today to separate EQT Production and EQT Midstream and complete separation during 1H Restructure EQT Midstream operations through a merger of EQM and RMP. 3. Appoint experienced midstream executives to the EQT Board. 24