EQT agrees to buy Range Resources in all-stock merger with exchange ratio of 0.987

EQT Corporation (EQT) said Monday it would acquire Range Resources Corporation (RRC) in an all-stock merger, a regulatory filing showed. The deal would create a combined company with a pro forma enterprise value of more than $50 billion.

The combined company would have more than 9 Bcfe/d of net production and more than 30 years of inventory across nearly 3 million net acres. It would also have more than 3,700 miles of midstream infrastructure, the companies said in a joint press release.

Under the merger agreement, each share of Range common stock would be converted into the right to receive 0.987 shares of EQT common stock. Cash would be paid in lieu of fractional shares.

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

EQT President and CEO Toby Z. Rice said the transaction "brings together two of the highest-quality, longest-duration asset bases in North America."

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

EQT expects $325 million of base annual synergies within two years, across corporate, operations and commodities marketing. It sees a pathway to more than $600 million in long-term synergies from development and infrastructure optimization and improved margins across natural gas, LNG and NGL marketing.

The companies said the deal would improve EQT's unlevered free cash flow breakeven to less than $2 per MMBtu. That breakeven is defined as the average Henry Hub price needed to generate positive unlevered free cash flow.

Cumulative free cash flow over the next five years is projected at about $20 billion at recent strip pricing, the release said. The companies also expect the combined company to have BBB quality credit metrics at closing.

EQT's board would increase to 12 members. Dennis L. Degner and one other individual selected by Range would join at the effective time, giving Range two representatives on the board.

The combined company's headquarters will remain in Canonsburg, Pennsylvania.

Completing the deal requires approval by a majority of the voting power of Range common stock. It also requires a majority of votes cast on the share issuance at an EQT shareholder meeting, NYSE listing of the new EQT shares, and expiration of Hart-Scott-Rodino waiting periods.

The deal also requires effectiveness of a Form S-4 registration statement to be filed by EQT.

Range would pay EQT a termination fee of $423 million in certain circumstances. EQT would pay Range $1,148 million in certain circumstances.

The companies expect the transaction to close in the first quarter of 2027. The merger agreement's end date is Oct. 25, 2027, which can be extended to April 25, 2028 in some cases.

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

The filing does not give a per-share dollar value for the transaction. The terms are stated only as an exchange ratio.

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