EQT Would Owe Range Resources $1.148 Billion If Their Merger Collapses, Nearly Triple Range's Own Fee
Range's 10-Q also says a commodity-price slump would not let EQT refuse to close the all-stock deal.
Range Resources, the Fort Worth natural gas producer, would collect a $1.148 billion termination fee from EQT in certain breakups of their all-stock merger, against $423 million if Range is the one that owes, according to its 10-Q filed Tuesday. The quarterly report also adds a full merger risk section, including language that weaker commodity prices alone would not let EQT walk away.
Terms of the all-stock deal
Range and EQT signed the merger agreement on October 25, and both boards approved it unanimously. Range shareholders will receive a fixed 0.987 EQT shares for each Range share and would own about 27% of the combined company on a fully diluted basis, with EQT holders at about 73%.
The deal still needs approval from both companies' shareholders and regulators. Range expects it to close in the first quarter of 2027, and until then it must keep operating as a stand-alone company.
The fees apply only under certain specified circumstances in which the agreement is terminated, the filing says.
Price drops will not free EQT
The risk section says a worsening of Range's financial condition or results from lower commodity prices would not give EQT the right to refuse to close. Because the exchange ratio is fixed, it will not adjust for moves in either company's stock, so the value Range holders receive will track EQT's share price.
Range's second-quarter 10-Q carried no merger discussion, and this report is the first of the two to include it.
A company that spent 2026 cutting debt
Range is an independent producer of natural gas, natural gas liquids and oil, with main operations in the Marcellus Shale in Pennsylvania. Nine-month net income was $712.3 million, up from $478.9 million a year earlier.
In January it redeemed $600 million of 8.25% senior notes using its credit facility, and nine-month interest expense fell to $48.5 million from $80.2 million. Bank debt stood at $294.0 million on September 30, leaving about $1.5 billion of borrowing capacity.
Range repurchased 2.8 million shares for $105.5 million in the first nine months, with none in the third quarter. Its market value was $12.5 billion in Tuesday reporting.
EQT will file a Form S-4 registration statement that includes a joint proxy statement for both companies' shareholder votes.
Sources
- 10-Q Filing — Range Resources (RRC) — SEC EDGAR
- 10-Q Filing — Range Resources (RRC), Q2 FY2026 filed 2026-07-21 (comparison basis) — SEC EDGAR
- 8-K Filing — Range Resources, filed 2026-10-26 (Items 1.01, 7.01, 8.01, 9.01) — SEC EDGAR
- Range Resources Non-GAAP EPS of $0.81 beats by $0.06, revenue of $836.5M beats by $26.65M (RRC:NYSE) | Seeking Alpha — seekingalpha.com
- What Range Resources Holders Saw Early — Yahoo Finance
- Range Resources Is a Pure-Play Appalachian Natural Gas Producer With Decades of Inventory — morningstar.com
- Range Resources spikes 18% on EQT acquisition agreement (RRC:NYSE) | Seeking Alpha — seekingalpha.com
- RRC Stock Surges To Over 11-Year High, RBRK Shares Hit Record Levels – What’s Fueling The Rallies Today? — Yahoo Finance
