EQT Corporation to Acquire Rice Energy for $6.7 Billion

PITTSBURGH–(BUSINESS WIRE)–EQT Corporation (NYSE:EQT) and Rice Energy Inc. (NYSE:RICE) announce
that they have entered into a definitive merger agreement under which
EQT will acquire all of the outstanding shares of Rice common stock for
total consideration of approximately $6.7 billion – consisting of 0.37
shares of EQT common stock and $5.30 in cash per share of Rice common
stock. EQT will also assume or refinance approximately $1.5 billion of
net debt and preferred equity. The transaction is expected to close in
the fourth quarter of 2017, subject to customary closing conditions.

“This transaction brings together two of the top Marcellus and Utica
producers to form a natural gas operating position that will be
unmatched in the industry. Rice has built an outstanding company with an
acreage footprint that is largely contiguous to our existing acreage,
which will provide substantial synergies and make this transaction
significantly accretive in the first year, said Steve Schlotterbeck,
EQT’s president and chief executive officer.

“Since the beginning of 2016, we have added more than 485,000 acres to
our development portfolio and have achieved significant scale in the
core of the Marcellus. We will now shift our focus from acquisitions to
integration as we work to drive higher capital efficiency through longer
laterals; reduce per unit operating costs through operational and G&A
synergies; improve our sales portfolio by expanding access to premium
markets; and deliver increased value to our shareholders,” continued
Schlotterbeck.

Daniel J. Rice IV, chief executive officer, Rice Energy, stated,
“Natural gas is the key to a cleaner energy world; and the combination
of Rice and EQT – two of the United States’ largest, lowest-cost, and
most responsible natural gas producers – creates an unparalleled leader
in shale gas development that will benefit the environment and our
shareholders for many decades to come.”

As the vast majority of the acquired acreage is contiguous with EQT’s
existing acreage position, EQT anticipates a 50% increase in average
lateral lengths for future wells located in Greene and Washington
Counties in Pennsylvania. This same land synergy also complements the
infrastructure footprint of EQT Midstream Partners, LP (NYSE:EQM), where
growth opportunities are expected through drop-downs and additional
organic projects. Already a leading producer in the Appalachian Basin,
this acquisition will make EQT the largest natural gas producer in the
United States.

Acquisition Highlights

EQT will also obtain Rice’s midstream assets, including a 92% interest
in Rice Midstream GP Holdings LP, which owns 100% of the general partner
incentive distribution rights and 28% of the limited partner interests
in Rice Midstream Partners LP (NYSE:RMP), and the retained midstream
assets currently held at Rice. The retained midstream assets, which EQT
intends to sell to EQM in the future through drop-down transactions, are
expected to generate approximately $130 million of EBITDA in 2018. See
the Non-GAAP Disclosures section for important information regarding the
non-GAAP financial measures included in this news release.

The boards of directors of both companies have unanimously approved the
transaction. Completion of the transaction is subject to the approval of
both EQT and Rice shareholders, as well as certain customary regulatory
and other closing conditions.

Webcast Information

EQT will host a conference call with security analysts at 10:30 a.m.
Eastern Time today. A brief Q&A session for security analysts will
immediately follow the transaction discussion. Slides accompanying the
prepared remarks are available on our website at ir.eqt.com.
The conference call will be broadcast live via the EQT investor
information page at ir.eqt.com,
with a replay available for seven days following the call.

NON-GAAP DISCLOSURES

Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA)

As used in this news release, EBITDA means the earnings before interest,
taxes and depreciation of Rice’s retained midstream assets. EBITDA of
these assets is a non-GAAP supplemental financial measure that
management and external users of EQT’s consolidated financial
statements, such as industry analysts, investors, lenders and rating
agencies, use to assess the potential contribution of Rice’s retained
midstream assets to EQT’s future operating performance and cash flows.

EQT believes that the projected EBITDA of Rice’s retained midstream
assets provides useful information to investors in assessing the
viability of the proposed transaction and the related return on
investment as well as the future impact of the assets on EQT’s financial
condition and results of operations. EBITDA should not be considered as
an alternative to net income, operating income, or any other measure of
financial performance or liquidity presented in accordance with GAAP.
EBITDA has important limitations as an analytical tool because it
excludes some, but not all, items that affect net income. Additionally,
because EBITDA may be defined differently by other companies in EQT’s
industry, the definition of EBITDA may not be comparable to similarly
titled measures of other companies, thereby diminishing the utility of
the measure.

Advisors

Citigroup acted as financial advisor and Wachtell, Lipton, Rosen & Katz
acted as legal advisor to EQT for the transaction. Barclays Capital Inc.
acted as financial advisor and Vinson & Elkins LLP acted as legal
advisor to Rice Energy.

About EQT Corporation:

EQT Corporation is an integrated energy company with emphasis on
Appalachian area natural gas production, gathering, and transmission.
With more than 125 years of experience, EQT continues to be a leader in
the use of advanced horizontal drilling technology – designed to
minimize the potential impact of drilling-related activities and reduce
the overall environmental footprint. Through safe and responsible
operations, the Company is committed to meeting the country’s growing
demand for clean-burning energy, while continuing to provide a rewarding
workplace and enrich the communities where its employees live and work.
EQT also owns a 90% limited partner interest in EQT GP Holdings, LP. EQT
GP Holdings, LP owns the general partner interest, all of the incentive
distribution rights, and a portion of the limited partner interests in
EQT Midstream Partners, LP.

Visit EQT Corporation at www.EQT.com.

About Rice Energy:

Rice Energy Inc. is an independent natural gas and oil company focused
on the acquisition, exploration and development of natural gas and oil
properties in the Appalachian Basin. For more information, please visit
our website at www.riceenergy.com.

Cautionary Statement Regarding Forward-Looking Information

This communication may contain certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, EQT’s and
Rice’s plans, objectives, expectations and intentions, the expected
timing of completion of the transaction, and other statements that are
not historical facts. Such statements are subject to numerous
assumptions, risks, and uncertainties. Statements that do not describe
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. Forward-looking statements
may be identified by words such as expect, anticipate, believe, intend,
estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could, or
similar variations. The forward-looking statements are intended to be
subject to the safe harbor provided by Section 27A of the Securities Act
of 1933, Section 21E of the Securities Exchange Act of 1934, and the
Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or
risk factors is complete, below are certain factors which could cause
actual results to differ materially from those contained or implied in
the forward-looking statements including: risks related to our strategy
to develop our Marcellus, Utica, Upper Devonian and other reserves;
changes in our drilling plans and programs and the availability of
capital to complete these plans and programs; changes in production
sales volumes and growth rates; projected average lateral lengths and
drilling locations; projected unit costs; projected EBITDA of Rice’s
retained midstream assets; risks related to our acquisition and
integration of acquired businesses and assets; the cost of defending our
intellectual property; technological changes and other trends affecting
the oil and gas industry; the possibility that the proposed transaction
does not close when expected or at all because required regulatory,
shareholder or other approvals are not received or other conditions to
the closing are not satisfied on a timely basis or at all; the risk that
the financing required to fund the transaction is not obtained;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; uncertainties as to the timing of the
transaction; competitive responses to the transaction; the possibility
that the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or problems
arising from, the integration of the two companies; the possibility that
the transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management’s attention from ongoing business operations and
opportunities; EQT’s ability to complete the acquisition and integration
of Rice successfully; litigation relating to the transaction; and other
factors that may affect future results of EQT and Rice. Additional
factors that could cause results to differ materially from those
described above can be found in EQT’s Annual Report on Form 10-K for the
year ended December 31, 2016 and in its subsequent Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017, each of which is on file
with the Securities and Exchange Commission (the “SEC”) and available in
the “Investors” section of EQT’s website, https://www.eqt.com/,
under the heading “SEC Filings” and in other documents EQT files with
the SEC, and in Rice’s Annual Report on Form 10-K for the year ended
December 31, 2016 and in its subsequent Quarterly Report on Form 10-Q
for the quarter ended March 31, 2017, each of which is on file with the
SEC and available in the “Investor Relations” section of Rice’s website, https://www.riceenergy.com/,
under the subsection “Financial Information” and then under the heading
“SEC Filings” and in other documents Rice files with the SEC.

All forward-looking statements speak only as of the date they are made
and are based on information available at that time. Neither EQT nor
Rice assumes any obligation to update forward-looking statements to
reflect circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence of
unanticipated events except as required by federal securities laws. As
forward-looking statements involve significant risks and uncertainties,
caution should be exercised against placing undue reliance on such
statements.

Important Additional Information

In connection with the proposed transaction, EQT will file with the SEC
a Registration Statement on Form S-4 that will include a Joint Proxy
Statement of EQT and Rice and a Prospectus of EQT, as well as other
relevant documents concerning the proposed transaction. The proposed
transaction involving EQT and Rice will be submitted to EQT’s
shareholders and Rice’s stockholders for their consideration. This
communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval. SHAREHOLDERS OF EQT AND STOCKHOLDERS OF RICE ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain a free copy of the
definitive joint proxy statement/prospectus, as well as other filings
containing information about EQT and Rice, without charge, at the SEC’s
website (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing
a request to Investor Relations, EQT Corporation, EQT Plaza, 625 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3111, Tel. No. (412) 553-5700 or
to Investor Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg,
Pennsylvania 15317, Tel. No. (724) 271-7200.

Participants in the Solicitation

EQT, Rice, and certain of their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
EQT’s directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on February 17, 2017, and
certain of its Current Reports on Form 8-K. Information regarding Rice’s
directors and executive officers is available in its definitive proxy
statement, which was filed with the SEC on April 17, 2017, and certain
of its Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant
materials filed with the SEC. Free copies of this document may be
obtained as described in the preceding paragraph.

Contacts

EQT analyst inquiries:
Patrick Kane, 412-553-7833
Chief
Investor Relations Officer
pkane@eqt.com
or
EQT
Midstream Partners / EQT GP Holdings analyst inquiries:
Nate
Tetlow, 412-553-5834
Investor Relations Director
ntetlow@eqt.com
or
Media
inquiries:
Natalie Cox, 412-395-3941
Corporate Director,
Communications
ncox@eqt.com
or
Rice
analyst inquiries:
Julie Danvers, 832-708-3437
Director of
Investor Relations
Julie.Danvers@RiceEnergy.com