EQT agrees to buy Range Resources in all-stock merger

EQT Corporation (EQT) agreed to acquire Range Resources Corporation (RRC) in an all-stock merger, a regulatory filing showed Monday. The companies announced the transaction in a joint news release, which put the pro forma enterprise value of the combined company at more than $50 billion.

The merger agreement, entered into on Oct. 25, was unanimously approved by the boards of both companies, the filing said.

Each share of Range common stock will convert into 0.987 shares of EQT common stock, with cash paid in lieu of fractional shares. The filing does not give a per-share dollar value for the deal.

After the closing, EQT shareholders would own about 73% of the combined company and Range stockholders about 27%, on a fully diluted basis.

EQT President and CEO Toby Z. Rice said the transaction "brings together two of the highest-quality, longest-duration asset bases in North America and creates a company uniquely positioned for the next era of natural gas."

Range is an independent natural gas and NGL producer focused on the Appalachian Basin, headquartered in Fort Worth, Texas. EQT describes itself as a vertically integrated natural gas company with upstream and midstream operations focused on the same basin.

The companies said the combined business would produce more than 9 Bcfe/d of net production and hold more than 30 years of inventory across nearly 3 million net acres. It would also own more than 3,700 miles of midstream infrastructure.

EQT expects $325 million of base annual synergies within two years across corporate, operations and commodities marketing. The companies see a pathway to more than $600 million over the long term from development and infrastructure optimization and improved marketing margins.

The transaction would improve EQT's unlevered free cash flow breakeven to less than $2 per MMBtu. The companies define that measure as the average Henry Hub price needed to generate positive unlevered free cash flow.

Cumulative free cash flow, a non-GAAP measure, is projected to be about $20 billion over the next five years at recent strip pricing. The filing says the companies expect BBB quality credit metrics at closing.

EQT will increase its board to 12 members and appoint Dennis L. Degner, who is currently Range's Chief Executive Officer and President, along with one other individual selected by Range. Those appointments take effect at the closing.

Range Chief Executive Officer and President Dennis L. Degner said the combination "creates opportunities to build long-term value neither could fully realize independently."

The transaction is expected to close in the first quarter of 2027. Completion depends on approval by Range stockholders and by EQT shareholders for the share issuance, expiration of Hart-Scott-Rodino waiting periods, NYSE listing of the new EQT shares, and effectiveness of a registration statement on Form S-4.

EQT's headquarters will remain in Canonsburg, Pennsylvania, and its executive management team will lead the combined company.

Either party may terminate the agreement if the merger is not completed by Oct. 25, 2027. That date extends to April 25, 2028 if all other closing conditions are met or waived, apart from the absence of legal restraints and the antitrust waiting period condition.

Range would pay EQT a termination fee of $423 million, and EQT would pay Range $1,148 million, in certain circumstances set out in the agreement.

Citi and RBC Capital Markets, LLC acted as financial advisors to EQT, with Kirkland & Ellis LLP as legal counsel. Evercore was lead financial advisor to Range, J.P. Morgan Securities LLC also advised Range, and Gibson, Dunn & Crutcher LLP is its legal counsel.

The companies canceled their previously scheduled Q3 2026 earnings calls for Oct. 28. They will still issue third-quarter results after the market close on Oct. 27, as previously announced.