Debt | Debt The table below summarizes the Company's outstanding debt. September 30, 2023 December 31, 2022 Principal Value Carrying Value (a) Principal Value Carrying Value (a) (Thousands) Term Loan Facility due June 30, 2025 (b) $ 1,250,000 $ 1,243,280 $ — $ — Senior notes: 7.42% series B notes due 2023 — — 10,000 10,000 6.125% notes due February 1, 2025 (b) 601,521 600,128 911,467 908,168 5.678% notes due October 1, 2025 — — 500,000 496,578 1.75% convertible notes due May 1, 2026 414,732 408,450 414,832 406,796 3.125% notes due May 15, 2026 392,915 389,674 440,857 436,198 7.75% debentures due July 15, 2026 115,000 113,591 115,000 113,218 3.90% notes due October 1, 2027 1,169,503 1,165,167 1,233,008 1,227,582 5.700% notes due April 1, 2028 500,000 489,810 500,000 493,941 5.00% notes due January 15, 2029 318,494 314,956 327,101 322,956 7.000% notes due February 1, 2030 (b) 674,800 670,865 714,800 710,138 3.625% notes due May 15, 2031 435,165 429,972 465,165 459,070 Note payable to EQM 89,973 89,973 94,320 94,320 Total debt 5,962,103 5,915,866 5,726,550 5,678,965 Less: Current portion of debt (c) 420,874 414,592 430,668 422,632 Long-term debt $ 5,541,229 $ 5,501,274 $ 5,295,882 $ 5,256,333 (a) For the 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 represents the carrying value. (b) Interest rates for the Term Loan Facility, the 6.125% senior notes and the 7.000% senior notes fluctuate based on changes to the credit ratings assigned to the Company's senior notes by Moody's, S&P and Fitch. Interest rates on the Company's other outstanding debt do not fluctuate. (c) As of September 30, 2023, the current portion of debt included the 1.75% convertible notes and a portion of the note payable to EQM. As of December 31, 2022, the current portion of debt included the 7.42% series B notes, the 1.75% convertible notes and a portion of the note payable to EQM. Debt Repayments . The Company redeemed or repurchased the following debt during the nine months ended September 30, 2023. Debt Tranche Principal Premiums/(Discounts) (a) Accrued but Unpaid Interest Total Cost (Thousands) 6.125% notes due February 1, 2025 $ 309,946 $ 1,832 $ 6,801 $ 318,579 5.678% notes due October 1, 2025 500,000 — 6,940 506,940 3.125% notes due May 15, 2026 47,942 (3,042) 296 45,196 3.90% notes due October 1, 2027 63,505 (3,534) 781 60,752 5.00% notes due January 15, 2029 8,607 (309) 137 8,435 7.000% notes due February 1, 2030 40,000 2,736 1,313 44,049 3.625% notes due May 15, 2031 30,000 (4,011) 167 26,156 Total $ 1,000,000 $ (6,328) $ 16,435 $ 1,010,107 (a) Includes third-party costs and fees paid to dealer managers and brokers. Revolving Credit Facility . The Company has a $2.5 billion revolving credit facility that matures in June 2027. As of September 30, 2023 and December 31, 2022, the Company had approximately $15 million and $25 million, respectively, of letters of credit outstanding under its revolving credit facility. During the three months ended September 30, 2023 and 2022, under the Company's revolving credit facility, the maximum amount of outstanding borrowings was $158 million and $1,216 million, respectively, the average daily balance was approximately $28 million and $717 million, respectively, and interest was incurred at a weighted average annual interest rate of 6.9% and 3.8%, respectively. During the nine months ended September 30, 2023 and 2022, under the Company's revolving credit facility, the maximum amount of outstanding borrowings was $158 million and $1,300 million, respectively, the average daily balance was approximately $9 million and $624 million, respectively, and interest was incurred at a weighted average annual interest rate of 6.9% and 2.8%, respectively. Term Loan Facility . On November 9, 2022, the Company entered into a Credit Agreement with PNC Bank, National Association, as administrative agent, and the other lenders party thereto (as amended, the Term Loan Agreement), under which such lenders agreed to make to the Company 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, the Company borrowed $1.25 billion under the Term Loan Facility, receiving proceeds, net of $7.1 million of debt issuance costs, of $1,242.9 million. At the Company's election, the $1.25 billion of borrowings under the Term Loan Facility bear interest at a Term SOFR Rate plus the SOFR Adjustment or Base Rate (all terms defined in the Term Loan Agreement), each plus a margin based on the Company's credit ratings. The Company 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. Borrowings under the Term Loan Facility that are repaid may not be re-borrowed. During the period from August 21, 2023 through September 30, 2023, under the Term Loan Facility, interest was incurred at a weighted average annual interest rate of 7.0%. The Term Loan Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including (i) a restriction on the ability of the Company and certain of its subsidiaries to incur or permit liens on assets, subject to certain significant exceptions, (ii) a restriction on the ability of certain of the Company's subsidiaries to incur debt, subject to certain significant exceptions, (iii) the establishment of a maximum consolidated debt-to-total capital ratio of the Company and its subsidiaries of 65%, (iv) a limitation on certain changes to the Company's business and (v) certain restrictions related to mergers and sales of all or substantially all of the Company's assets. As of September 30, 2023, the Company was in compliance with these covenants. 5.700% Senior Notes. On October 4, 2022, the Company issued its 5.700% senior notes to partly fund the Tug Hill and XcL Midstream Acquisition. On May 10, 2023, following the receipt of the requisite consents of holders of a majority of the aggregate principal amount of the Company's 5.700% senior notes, the Company amended the mandatory redemption provision of the indenture governing the Company's outstanding 5.700% senior notes. Under the terms set forth in the consent solicitation statement, the Company paid consent fees of $5.3 million in the aggregate to holders of outstanding 5.700% senior notes who delivered valid consents. Convertible Notes . In April 2020, the Company issued $500 million aggregate principal amount of 1.75% convertible senior notes (the Convertible Notes) due May 1, 2026 unless earlier redeemed, repurchased or converted. Holders of the Convertible Notes may convert their Convertible Notes at their option at any time prior to the close of business on January 30, 2026 under the following circumstances: • during any quarter as long as the last reported price of EQT Corporation common stock for at least 20 trading days (consecutive or otherwise) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price on each such trading day (the Sale Price Condition); • during the five-business-day period after any five-consecutive-trading-day period (the measurement period) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period is less than 98% of the product of the last reported price of EQT Corporation common stock and the conversion rate for the Convertible Notes on each such trading day; • if the Company calls any or all of the Convertible Notes for redemption at any time prior to the close of business on the second scheduled trading day immediately preceding such redemption date; and • upon the occurrence of certain corporate events set forth in the Convertible Notes indenture. On or after February 1, 2026, holders of the Convertible Notes may convert their Convertible Notes at their option at any time until the close of business on the second scheduled trading date immediately preceding May 1, 2026. The Company was not permitted to redeem the Convertible Notes prior to May 5, 2023. On or after May 5, 2023 and prior to February 1, 2026, the Company may redeem for cash all or any portion of the Convertible Notes at its option at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest up to the redemption date as long as the last reported price per share of EQT Corporation common stock has been at least 130% of the conversion price in effect for at least 20 trading days (consecutive or otherwise) during any 30-consecutive-trading-day period ending on the trading day immediately preceding the date on which the Company delivers notice of redemption. A sinking fund is not provided for the Convertible Notes. The table below summarizes adjustments made to the conversion rate for the Convertible Notes as a result of cash dividends paid by the Company on EQT Corporation common stock during the nine months ended September 30, 2023. Future cash dividends paid by the Company will result in further adjustments to the conversion rate. Dividend Paid Effective Date of Adjustment to Conversion Rate Conversion Shares of EQT Corporation Common Stock per $1,000 Principal Amount First Quarter of 2023 February 17, 2023 68.0740 Second Quarter of 2023 May 9, 2023 68.3917 Third Quarter of 2023 August 8, 2023 68.6360 The conversion rate is also subject to adjustment under certain other circumstances. In addition, following certain corporate events that occur prior to May 1, 2026 or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or notice of redemption. The Sale Price Condition for conversion of the Convertible Notes was satisfied as of September 30, 2023, and, accordingly, the Convertible Notes indenture permits holders of the Convertible Notes to convert any of their Convertible Notes at their option at any time during the fourth quarter of 2023, subject to the terms and conditions set forth in the Convertible Notes indenture. In addition, the Sales Price Condition for conversion of the Convertible Notes was satisfied as of December 31, 2022, and, accordingly, the Convertible Notes indenture permitted holders of the Convertible Notes to convert any of their Convertible Notes at their option at any time during the first quarter of 2023, subject to the terms and conditions set forth in the Convertible Notes indenture. Therefore, as of September 30, 2023 and December 31, 2022, the net carrying value of the Convertible Notes was included in current portion of debt in the Condensed Consolidated Balance Sheets. The table below summarizes settlements of Convertible Notes conversion right exercises for the nine months ended September 30, 2023. The Company elected to settle all such conversions by issuing shares of EQT Corporation common stock to the converting holders. Convertible Notes conversion right exercises are accrued in the period received. Settlement Month Principal Converted Shares Issued Average Conversion Price (Thousands) January 2023 $ 7 473 $ 33.70 February 2023 8 541 30.77 March 2023 6 408 31.46 April 2023 58 3,948 32.01 June 2023 4 272 39.06 July 2023 10 682 40.92 September 2023 6 411 42.35 Upon conversion of the remaining outstanding Convertible Notes, the Company may satisfy its conversion obligation by paying and/or delivering at the Company's election, in the manner and subject to the terms and conditions provided in the Convertible Notes indenture, cash, shares of EQT Corporation common stock or a combination thereof. The Company intends to use a combined settlement approach to satisfy its obligation by paying or delivering to holders of the Convertible Notes cash equal to the principal amount of the obligation and EQT Corporation common stock for amounts that exceed the principal amount of the obligation. In connection with the Convertible Notes offering, the Company entered into privately negotiated capped call transactions (the Capped Call Transactions), the purpose of which is to reduce the potential dilution to EQT Corporation common stock upon conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of such obligation, with such reduction and offset subject to a cap. The Capped Call Transactions have an initial strike price of $15.00 per share of EQT Corporation common stock and an initial capped price of $18.75 per share of EQT Corporation common stock, each of which are subject to certain customary adjustments, including adjustments as a result of EQT Corporation paying a dividend on its common stock. Based on the closing stock price of EQT Corporation common stock of $40.58 on September 29, 2023 and excluding the impact of the Capped Call Transactions, the if-converted value of the Convertible Notes exceeded the principal amount by $740 million. The table below summarizes the net carrying value and fair value of the Convertible Notes. September 30, 2023 December 31, 2022 (Thousands) Principal $ 414,732 $ 414,832 Less: Unamortized debt issuance costs 6,282 8,036 Net carrying value of Convertible Notes $ 408,450 $ 406,796 Fair value of Convertible Notes (a) $ 1,155,337 $ 967,728 (a) The fair value is a Level 2 fair value measurement. See Note 4. The table below summarizes the components of interest expense related to the Convertible Notes. The effective interest rate for the Convertible Notes is 2.4%. Three Months Ended Nine Months Ended 2023 2022 2023 2022 (Thousands) Contractual interest expense $ 1,814 $ 1,821 $ 5,443 $ 6,191 Amortization of issuance costs 588 574 1,752 1,945 Total Convertible Notes interest expense $ 2,402 $ 2,395 $ 7,195 $ 8,136 |