WSJ Says EQT is “Failing”, DE Shaw Says EQT Mgmt “Not Up to Task”

More drama in the ongoing soap opera of EQT and the Rice brothers’ attempt to take it over. The latest items of interest: The Wall Street Journal ran an article in today’s online edition with a headline that says EQT is “failing.” And one of EQT’s biggest investors, D.E. Shaw, is telling the board that current top management “doesn’t have what it takes” to get the company financially performing again. Ouch.
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EQT Settles 2 Class Action Lawsuits for $5.7M re Employee Issues

Two separate cases before U.S. District Judge David S. Cercone (in Pennsylvania) were settled yesterday by EQT. One of class action cases, brought against EQT, alleged the company had intentionally misclassified employees as independent contractors to avoid paying overtime. The settlement awards “more than 100” workers back wages totaling $2.8 million. The other class action case is similar, except it was filed against Rice Energy before Rice was bought out by EQT. Now that Rice is part of EQT, it is EQT paying the bills. In the Rice Energy lawsuit, some 90 workers are being paid $2.9 million for unpaid overtime. Wednesday was an expensive day for EQT.
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More Rice Bros. vs. EQT Intrigue – Better than Dynasty & Dallas!

Remember the Carrington’s from the 1980s prime time soap Dynasty? Or how about the Ewings, as in J.R. and Bobby, from the prime time soap Dallas? No, we’re not talking about the remakes of those shows appearing in recent years. We’re talking about the originals. Both shows revolved around oil families of immense wealth–one in Colorado, the other in Texas. We have a real-life version of Dynasty and Dallas playing out right now–in Pittsburgh–with the Rice brothers and EQT. Not all the sex stuff–get your head straight! We’re talking about the backroom deals and bare-knuckle politics stuff. Last week we told you that Toby and Derek Rice, formerly of Rice Energy, have launched an effort to take over the company they sold Rice Energy to (see Rice Brothers Attempt to Take Over EQT, Install Toby as CEO). Earlier this week we told you that EQT Chairman Jim Rohr and CEO Rob McNally want to “talk” (yell, scream?) some more with the Rice boys (see EQT Chairman Rohr & CEO McNally Ready to “Talk” with Rice Boys). According to an article appearing in the Wall Street Journal, the Rice boys have more backing for their takeover plan, from Elliott Management. The details that leaked say the Rices want to replace Rohr and McNally. This is epic.
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EQT Chairman Rohr & CEO McNally Ready to “Talk” with Rice Boys

A week ago MDN brought you the news that Toby and Derek Rice, formerly of Rice Energy, have launched an effort to take over the company they sold Rice Energy to (see Rice Brothers Attempt to Take Over EQT, Install Toby as CEO). In recent months the Rice boys have had private conversations with EQT’s top dogs, Chairman of the Board Jim Rohr and CEO Rob McNally, but according to Toby and Derek, those talks went nowhere. The Rice boys say EQT needs some new energy and a new direction, to leverage the world class assets it now owns. And the Rice boys think they have just the plan to accomplish it. After going public with their plan and their intent to wage a proxy war (get board members elected who will endorse their plan), word has leaked out from “sources” that Rohr and McNally want to have another round of talks with the Rice boys, to hear more about their plan. Which causes us to ask, didn’t all that get discussed the first time around? What’s the real purpose of more “talks” with the Rice brothers?
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Rice Brothers Attempt to Take Over EQT, Install Toby as CEO

“Well, the EQT situation is a total mess.” So began a super secret email to MDN from a highly-placed source we implicitly trust. Not long after receiving that email, we spotted a press release from the Rice brothers, Toby and Derek, who along with their other two brothers, previously founded and built Rice Energy into a major Marcellus/Utica operator. The Rice brothers sold their company to EQT last year for $8.2 billion (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). As part of the deal, the boys took 80% of their compensation in the form of EQT stock. The Rice boys now say EQT and its stock performance ain’t doin’ so hot. They (the Rice boys) think they have the solution. The solution is to install Rice leadership at EQT. Wouldn’t that be the ultimate head fake? Sell your company to a much larger company, creating the the largest natgas producer in the U.S.–then take it ALL over. A reverse takeover. Dan Rice III didn’t raise stupid boys.
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Rice Boys Invest in Fracking Software Company, Toby Joins Board

After selling Rice Energy to EQT (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US), the four Rice brothers, all of whom worked at Rice Energy (and left after the merger), launched a new venture (see Rice Brothers Act II – $200M Marcellus/Utica Investment Firm). Dan, Toby, Derek and Ryan Rice plus a fifth partner, a former VP at Rice, pooled $200 million of their money (and their expertise) and launched Rice Investment Group (RIG). RIG has just closed on a round of investment in Cold Bore Technology, a company that uses software to do better fracking. Toby Rice joined Cold Bore’s board. It’s good to see the boys back and active.
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3 Counties, 5 Drillers Led OH’s 50% Increase in 2Q Gas Production

The Pareto Principle is alive and well in the Buckeye State. You may know it as the 80/20 rule, or in this case, the 75/25 rule. The rule that states roughly 80% of the results come from 20% of the effort. Last week MDN brought you the latest update from the Ohio Dept. of Natural Resources–their second quarter 2018 report showing all production coming from the Ohio Utica Shale (see Top 25 Producing Gas & Oil Wells in Ohio Utica for 2Q18). While MDN provided you with Top 25 lists showing the best-performing wells (both gas and oil) during 2Q, and while we provided you with a better spreadsheet to view the information than that provided by the ODNR itself, our analysis was basic and high level. Utica natgas production was up a big 42% over the same period last year, and Utica oil production was up 11%–a cumulative 50% increase when you convert it all into equivalents. The experts at S&P Global Platts have done a deep dive into the numbers and have found that three counties represent 75% of all production in 2Q18, and five drillers represent 75% of all production in 2Q18. Which counties and which drillers? Read on…
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Rice Brothers Act II – $200M Marcellus/Utica Investment Firm

Good news! The four Rice brothers, all of whom formerly worked in the family business, Rice Energy, have launched a new venture. You will recall last November EQT consummated a deal to buy and merge in Rice Energy, paying $8.2 billion to do so (see Out with the Old: Rice Energy Sign Comes Down Day of EQT Merger). Not all of that money went into the pockets of Dan, Toby, Derek and Ryan Rice–but you can be sure a good chunk of it did. We’ve been wondering where the Rice boys would land since they have a non-compete clause with EQT. Would they leave the Pittsburgh region and restart somewhere else? Fortunately, no! The four boys plus a fifth partner, a former VP at Rice, have pooled their money and expertise and have just launched Rice Investment Group (RIG), a (so far) $200 million “multi-strategy fund investing in all verticals of the oil and gas sector with a focus on partnering where our operational, technical, and strategic experience add value.” We love everything about the Rice boys. They’re young, irreverent, know how to have a good time, and smart. They come from good stock. Their dad, Dan Rice III, was once the most successful mutual fund manager in the United States, for over a decade, until the company he worked for (BlackRock) booted him for their own bungling and lack of communication with investors (see BlackRock’s Screw-up with Dan Rice & Rice Energy). The boys learned from the best and now they’ve launched an investment firm of their own. When you look at their website homepage, it is classic Rice boys–an animated video of an 800-pound gorilla on the homepage, signalling their intention to be THE big player in funding Marcellus/Utica ventures…
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EQT Begins Process of Separating Midstream…into New Company?

Yesterday EQT released details about their plans for 2018 (see our lead story today, EQT Drills Longest Marcellus Well Ever, Reveals 2018 Plans). Plenty of news sources covered that news. However, EQT Midstream, the pipeline subsidiary of EQT, also released an announcement, which received almost no media coverage. And yet there is, for us, some big news in the EQT Midstream announcement. As you know by now, EQT recently bought and merged in Rice Energy, creating the largest onshore natural gas producing company in the United States (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). EQT bought not only Rice the driller, but Rice the midstream company too. EQT has it’s own EQT Midstream subsidiary. And yet, EQT (the driller) still owns a number of midstream/pipeline assets, on paper, separate from EQT Midstream. Same with Rice Energy–they had Rice Midstream Partners as a subsidiary. It’s all kind of a mish mash–with pipeline assets spread around four (or more) different entities on paper. Yesterday’s announcement by EQT Midstream said (a) the EQT parent company is considering “dropping down” (shifting ownership on paper) for all remaining midstream assets to EQT Midstream, and (b) EQT is also considering combining EQT Midstream and Rice Midstream Partners into one single entity–one division for all midstream assets. Which certainly makes sense. Why not tidy up the operations and get everything under one umbrella? Except we think there may be another reason for combining all of the midstream assets into one, neat, lovable bundle: spinning off the midstream division into its own standalone company, completely separate from the EQT parent…
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Rice Energy CEO Dan Rice Gets $2.6M Golden Parachute from EQT

The golden parachute has popped open for Rice Energy’s former CEO, Dan Rice IV. And it’s worth $2.6 million. EQT filed paperwork with the Securities and Exchange Commission last week to say that Dan Rice IV has been terminated (as an employee) as of the day the two companies merged. In a deal worked out prior to the merger, Dan is getting a check for $2.6 million–$1.91 million as a severance payment and $704,000 in lieu of his annual bonus. Which frankly doesn’t sound like a whole lot, given Dan was one of the shareholding owners of Rice Energy. His salary in 2016 was $3.35 million. But don’t shed any tears for Dan. We suspect his stock in the newly-merged EQT is worth a fortune. And Dan gets a seat on the EQT board of directors, a gig that will pay him. What’s next for Dan and the other Rice boys? We don’t have the particulars for all of the Rice boys, but we do know (from the SEC filing) that Dan signed a 3-year non-compete agreement, so we won’t see Rice Energy II in the northeast for at least three years. Other than that, we suspect the boys already have something up their proverbial sleeve. The Rice boys don’t strike us as the lounge-around-the-pool types…
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Out with the Old – Part 2: EQT Sign Replaces Rice at HQ Building

On Monday, Rice Energy was merged into EQT, creating the largest onshore natural gas producing company in these United States (see Out with the Old: Rice Energy Sign Comes Down Day of EQT Merger). In that post we shared with you a short video taken by an MDN friend that showed a pair of cranes taking down the Rice Energy name from Rice’s (now former) headquarters building in Canonsburg, PA (just outside Pittsburgh). Another MDN friend sent us a pair of pictures (below), taken the following day, which show an EQT sign now fixed over top of where the Rice Energy sign once stood. Our second MDN friend also told us that all the parking lot signs at the facility have EQT stickers on them, covering over the Rice Energy name. As we said in our Tuesday post, EQT isn’t wasting any time making a statement: Out with the old, in with the new. EQT is firmly large and in charge. A few days after the merger and Rice is already a memory, starting to fade away…
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Corp Raider Slinks Away After Losing EQT Fight; Selling Stock

On Monday, Rice Energy was merged into EQT, creating the largest onshore natural gas producing company these United States (see Out with the Old: Rice Energy Sign Comes Down Day of EQT Merger). The $8.2 billion deal was first announced back in June (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). There was plenty of drama along the way to the deal getting done–primarily opposition by evil corporate raider Jana Partners, in collusion with Atlas Energy (see Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal). Jana was fresh off from helping Amazon take over the Whole Foods grocery store chain. Yet somehow EQT was able to vanquish Jana’s efforts to stop the merger. How did EQT do it? We went behind the curtain yesterday to share EQT’s winning strategy in defeating Jana (see EQT’s 4-Pronged Strategy for Defeating Corp Raider Jana in Rice Deal). They way corporate raiders work, as we’ve explained many times before, is to buy enough stock in a company to get a board seat, then agitate in the board room, forcing the company to layoff people and sell assets–all in a bid to make the stock price pop so the raider can sell their shares at a handsome profit and move on to the next victim. Disgusting organizations. Since Jana lost face and reputation by not stopping the EQT/Rice merger, they’ve decided to slink away, back into the darkness. We spotted a story that says Jana has already sold a portion of their EQT stock–and they continue shop more of it. They’ve thrown in the towel on EQT and will now go pick on someone else to destroy…
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EQT’s 4-Pronged Strategy for Defeating Corp Raider Jana in Rice Deal

On Monday, Rice Energy was merged into EQT, creating the largest onshore natural gas producing company these United States (see Out with the Old: Rice Energy Sign Comes Down Day of EQT Merger). The $8.2 billion deal was first announced back in June (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). There was plenty of drama along the way–primarily opposition to the deal by evil corporate raider Jana Partners, in collusion with Atlas Energy (see Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal). Another corporate raider, D.E. Shaw, piled on too, but at least they supported the deal to merger Rice into EQT (see Under Pressure, EQT Moves Up Timeline to Explore Splitting Co.). You know we loathe corporate raiders. They buy enough stock in a company to get a board seat, then agitate, forcing the company to layoff people and sell assets–all in a bid to make the stock price pop so they can sell their shares at a handsome profit and move on to the next victim. Disgusting organizations and disgusting people. Jana was the primary opponent to the EQT/Rice deal. Jana was fresh off from helping Amazon take over the Whole Foods grocery store chain. Yet somehow EQT was able to fend off Jana’s efforts against their company. How did they do it? That was the subject of a recent post on the Seeking Alpha investor’s website. Here’s a fascinating look at the strategy EQT used to fend off an evil corporate raider…
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Out with the Old: Rice Energy Sign Comes Down Day of EQT Merger

Yesterday the Marcellus/Utica experienced a fracking earthquake of historic proportions. That is, a fracking earthquake metaphorically speaking. Yesterday Rice Energy was merged into EQT, creating the largest onshore natural gas producing company in these United States. The $8.2 billion deal was first announced back in June (see EQT Buys Rice Energy in $8.2B Deal, Becomes #1 Gas Producer in US). There was plenty of drama along the way–primarily opposition to the deal by evil corporate raider Jana Partners, in collusion with Atlas Energy (see Proxy Fight: Jana Partners, Atlas Tries to Stop EQT/Rice Deal). Shame on both of them. Fortunately their effort to stop the deal didn’t gain traction. Yesterday was the day when the two companies became one. Two Rice Energy board members, Dan Rice IV and Bobby Vagt, joined the EQT board. Another two independent (outside either firm) board members were also added–Thomas Karam, founder and Chairman of Karbon Partners, and Norman Szydlowski, former president and CEO of SemGroup Corporation. Standing by the virtual water cooler, MDN has overheard that many Rice personnel were nervous about what yesterday would bring. You know the routine: Two rooms–one for those staying, and one for those getting the heave-ho. Everyone waiting to get “the call” to whichever room they’re assigned. We’ve been there. It sucks. But that’s the reality in today’s corporate world. One thing we found interesting is that the huge Rice Energy sign on the company’s (former) HQ building was taken down yesterday–the very day the two merged. An MDN friend caught some of it on a smartphone video (below). EQT isn’t wasting any time making a statement: In with the new, out with the old…
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