13D Filing: JANA Partners and EQT Corp (EQT)

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EXHIBIT J

 

September 20, 2017

Board of Directors (the “Board”)
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222

Ladies & Gentlemen,

JANA Partners LLC (“we”
or “us”) and the industry experts with whom we have invested together own almost 6% of the outstanding shares of
EQT Corporation (“EQT” or the “Company”).  As you know, we believe that EQT should address
its substantial sum of the parts discount by immediately committing to a spinoff of its midstream business, and that
EQT’s decision to pursue an overpriced and dilutive acquisition of Rice Energy (“Rice”) rather than committing
to a separation now risks forsaking substantial shareholder value. In response to mounting shareholder pressure to address
its sum of the parts discount, EQT announced last week that the Board would convene a committee of independent directors
after the Rice transaction closes which would finalize a plan to address EQT’s undervaluation by March 31st,
2018. However, there is no conceivable justification for the Board to drag its feet this long to even start its work and no
excuse for asking shareholders to keep waiting for the Company to finally take the only logical step to resolve its
persistent sum of the parts discount.

EQT has had more than enough time to
evaluate its options to maximize value, given that management has been discussing EQT’s substantial stock market discount for
years. Likewise, before approving a massive equity issuance as part of the proposed Rice acquisition, the full Board should
have thoroughly studied all available paths to value creation, including a separation. We also see no reason why shareholders
should be asked to first vote on the Rice acquisition and trust that the Board will successfully address EQT’s undervaluation
afterwards. In fact, the more work we do, the more troubling the Board’s prioritization of the Rice acquisition over
addressing EQT’s undervaluation becomes, as the synergy arguments offered by EQT to support the Rice acquisition continue to
crumble, EQT’s excuses for delaying an announcement with respect to a separation are exposed as hollow, and EQT’s prior
acquisition history makes clear that shareholders have no reason to take the leap of faith that EQT now asks.

 

Crumbling Synergies. We have
already argued that the originally-stated $2.5 billion in synergies EQT has claimed will result from the Rice transaction are likely
overstated by as much as $1.3 billion (and that the $7.5 billion in possible additional synergies which management claimed to have
somehow discovered after we announced our opposition to the transaction, but refused to commit to being worth anything, likely
are in fact worth nothing). It now appears that the original synergies may have been even more grossly exaggerated than we first
believed.

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