Equitrans Midstream Corporation (EQT) Earnings Call Transcript & Summary

Good morning. My name is [ Krista, ] and I'll be your conference operator today. At this time, I would like to welcome everyone to the EQT Holdings Corporation acquisition of Equitrans Midstream Conference Call. [Operator Instructions] I would now like to turn the conference over to Cameron Horwitz, Managing Director of Investor Relations and Strategy. Cameron, you may begin your conference.

Good morning, and thank you for joining today's call to discuss our highly strategic and transformative acquisition of Equitrans Midstream. With me today are Toby Rice, President and Chief Executive Officer of EQT; Jeremy Knop, Chief Financial Officer of EQT; Diana Charletta, President and CEO of Equitrans Midstream and Tom Karam, Executive Chairman of Equitrans Midstream. In a moment, Toby, Jeremy and Tom will present their prepared remarks, with a question-and-answer session to follow. An updated investor presentation outlining the acquisition has been posted to the Investor Relations portion of our website, and we will reference certain slides during today's discussion. A replay of today's call will be available on our website beginning this evening. I'd like to remind you that today's call may contain forward-looking statements. Actual results and future events could materially differ from these forward-looking statements. Because of factors described in today's release, in our investor presentation, the Risk Factors section of our Form 10-K and in subsequent filings we make with the SEC. We do not undertake any duty to update forward-looking statements. Today's call also contains certain non-GAAP financial measures. Please refer to our most recent press release and investor presentation for important disclosures regarding such measures, including reconciliations to the most comparable GAAP financial measures. Lastly, please note that in connection with the acquisition, EQT intends to file with the SEC, a registration statement, which will include a joint proxy statement of EQT and Equitrans Midstream and will contain important information regarding the acquisition. With that, I'll turn the call over to Toby.

Thanks, Cam, and thank you all for joining our call this morning. Earlier this morning, we announced our agreement to acquire Equitrans Midstream, which represents a once-in-a-lifetime opportunity to transform EQT into America's first fully integrated, large-scale natural gas business. As we enter the global era of natural gas, we believe it is imperative for U.S. natural gas companies to evolve their business models to compete on the global stage against larger, fully integrated rivals. Our peer-leading cost structure will unlock unrivaled free cash flow durability in the down cycle, while facilitating unmatched price upside, due to the limited need to hedge in the up cycle, ultimately providing investors with the best risk-adjusted exposure to natural gas prices. When reflecting back on our upstream acquisition activity since taking over EQT, you'll notice a common theme. Each acquisition we've done included midstream ownership, which was by design, as we recognized early on the strategic value associated with owning integrated midstream infrastructure. Pro forma for Equitrans, approximately 90% of our operated production, will flow through EQT-owned Midstream assets, creating unrivaled margin enhancement relative to the rest of the industry. This vertical integration positions EQT as the lowest cost natural gas producer in the United States, with a pro forma long-term corporate free cash flow breakeven price of less than $2 per million Btu. This, in turn, transforms the quality of our already superior inventory depth, as we will have 3x the number of extremely low-cost drilling locations relative to our closest peers. As we outlined on our last earnings call, we see a low cost structure as the only competitive advantage one can have in a commodity-driven business, which is why it has been our North Star, guiding our strategic decision-making over the past several years. To put things into perspective, Pro Forma for the transaction, our long-term free cash flow breakeven price, will be approximately $0.75 per million Btu below the peer average and roughly $1.50 per million Btu below marginal producers in the Haynesville. Said another way, at a price that enables marginal producers to simply break even, we project EQT would generate $1.50 per million Btu free cash flow margin, which means EQT should produce nearly $3 billion of free cash flow before Haynesville assets begin generating their first dollar. Further, our low-cost structure will largely eliminate the need to hedge long term, which results in more upside for shareholders as compared to high-cost business models that are required to either programmatically hedge significant volumes or let production decline to protect free cash flow and survive in down cycle environment. This exemplifies how the acquisition of Equitrans uniquely positions EQT to both capture upside price asymmetry, while simultaneously providing a structural hedge against downside price environment like we are in today. In a volatile global gas market, we believe this business model will be increasingly coveted by investors. Taking a closer look at the combined business, the industrial logic is clear, as the pro forma midstream footprint of EQT will encompass approximately 2,000 miles of gathering lines, nearly 500 miles of water pipelines and almost 1,000 miles of transmission lines underpinning our 1.9 million net acres in Appalachia. From a financial perspective, pro forma 2025 adjusted EBITDA is forecasted at roughly $5.5 billion, growing to more than $6.5 billion in 2029 at recent strip pricing. With roughly 30% of this cash flow coming from midstream assets. Pro forma free cash flow is forecasted at approximately $2.5 billion in 2025, growing to more than $4 billion by 2029 at recent strip pricing. Our diligence has identified approximately $250 million of near-term, high-confidence annual synergies, comprised of a combination of organizational efficiency, production optimization and operating cost savings. We've also identified an additional $175 million of upside potential associated with pressure optimization, water network integration and capacity expansions. So in total, we see a pathway to more than $400 million of per annum synergies over time. We are highly confident in achieving synergies from this transaction, given the direct knowledge we have of Equitrans' operations and the extensive overlap across our core operating areas. Recall, a significant portion of Equitrans' gathering systems are legacy Rice Midstream assets, which were built and operated under the leadership of [ Rob Wingo ] and [ Justin Trettel, ] who currently run EQT's midstream operations. Rob, Justin and their team know these assets, which, along with our track record of highly efficient integration, gives me exceptionally high conviction in our ability to achieve these synergies. In closing, we believe Equitrans is the most strategic transaction that EQT has ever pursued, and we see this as a once-in-a-lifetime opportunity to vertically integrate one of the highest quality natural gas resource bases anywhere in the world. Our direct knowledge of these assets and track record of efficiently integrating $9 billion of acquisitions since taking over EQT, gives me tremendous confidence in our ability to seamlessly combine these businesses and maximize value for both EQT and Equitrans shareholders. I'll now turn the call over to Tom.

Thanks, Toby, and good morning, everyone. It's great to be with you to discuss the combination of Equitrans and EQT. I'm very proud of the progress Equitrans has made since becoming a stand-alone public company in 2018. Since then, the energy sector and specifically the natural gas market has changed considerably. 6 years ago, Appalachian Basin production growth was high single digits or higher, and new infrastructure was constantly required to transport that growth, and it was assumed it could be built. Natural gas production and demand domestically has consistently grown year-over-year, including in Appalachia. Today, that paradigm has changed. As we noted in February, ETRN's Board of Directors, with the support of external advisers, have been engaged in a robust process with third parties interested in our company. After evaluating a number of compelling opportunities, it became clear that a combination with EQT is the best path forward for our shareholders, employees and stakeholders. This transaction delivers full and fair value to ETRN shareholders and provides the opportunity, participate in the future value growth, as Toby just described as EQT executes on its strategy. The operational efficiencies that will be realizable through this transaction raised the floor substantially on stable cash flow production, while also enhancing the upside on free cash flow opportunities. The new EQT is a leader in cost efficiencies and upstream processes. And our gathering infrastructure was largely built to serve EQT. This is simply a natural combination, capitalize on this paradigm for the future of natural gas. The result of this combination will facilitate lower cost production and transportation of clean natural gas, ultimately benefiting American consumers and promoting American Energy Security. The clear strategy of EQT to be a leader in natural gas production for the world is significantly advanced by this transaction. The business model moving forward will be EQT as an innovator, continually evolving to improve energy production and transportation. It is clear that the domestic and global demand for natural gas will continue to grow, and our combination with EQT is well positioned to be a low-cost provider. This is an exciting new chapter for both companies. And I would like to thank the entire ETRN team for their tremendous effort, professionalism and dedication over the past 5.5 years. With that said, I will now turn the call over to Jeremy.

Thanks, Tom. As I mentioned on our fourth quarter earnings call, we see the natural gas macro landscape is one characterized by unpredictable volatility for the foreseeable future, with an increasingly fat tail distribution of outcomes. Amid this backdrop, we have been making strategic decisions and capital investments, underpinned by our view that the only way to truly thrive in this world is to be at the low end of the cost curve. I also highlighted how the infrastructure projects we are investing in at EQT symbiotically work to enhance our upstream assets and facilitate risk-adjusted compounding of shareholder capital. The acquisition of Equitrans unequivocally aligns with these principles for creating value in a volatile cyclical commodity business and facilitates a seismic shift down the cost curve. To further illustrate the impact of Equitrans has on our cash generation profile, we show free cash flow conversion ratios across the peer group in our updated investor deck. Free cash flow conversion measures how much of a company's EBITDA is converted to free cash flow or intrinsic value. EQT was already at the high end of the peer group in terms of free cash flow conversion, with high-cost Haynesville producers at the low end. But this transaction catapult EQT into a league of its own in terms of business quality and intrinsic worth, and aligns us with a new peer group of major integrated businesses. While the market already provides premium valuations for higher free cash flow conversion businesses, we expect to see further premium accrue, as this combination is truly a 1 plus 1 equals 3 deal across the industry-leading asset base. Turning to the deal structure. Consideration is all stock, with EQT shareholders owning approximately 74% of the pro forma company and Equitrans shareholders owning 26%. We are excited to broaden our shareholder base to investors that covet the durability of critical infrastructure assets, while also providing the best upside exposure to the structural growth we see in natural gas demand for decades to come. Looking at the balance sheet. We've spent significant time evaluating the deleveraging plan with all 3 credit rating agencies to ensure maintenance of investment-grade ratings. This deleveraging plan includes a combination of organic free cash flow generation and a near-term target of $3.5 billion of asset sales, including selected regulated assets of Equitrans, providing significant coverage and optionality to achieve debt retirement goals. This leverage reduction plan should put the combined company on a glide path to absolute pro forma debt of roughly $7.5 billion, which equates to 2x adjusted EBITDA or approximately 6x unlevered free cash flow at [ $2.75 ] natural gas prices, ensuring EQT maintains a bulletproof balance sheet through all parts of the commodity cycle. Note, at [ $2.75 ] gas prices, most of our natural gas peers do not generate any free cash flow in maintenance mode without hedges, underscoring the resiliency of EQT's low-cost business model and balance sheet strength despite the higher absolute debt levels. I also want to note, our discussions with the credit rating agencies have been highly constructive and we expect them to evaluate the pro forma business on a hybrid upstream and midstream rating structure, with appreciation for the merits of the higher multiple integrated business model and improved cash flow durability. Additionally, with the acquisition of Equitrans, we will be eliminating significant minimum volume commitments associated with gathering and water contracts and our MVP capacity that, in aggregate, represent a current off-balance sheet liability of greater than $11 billion. While not labeled as debt today, the elimination of these liabilities materially enhances EQT's creditworthiness and operational flexibility, important characteristics in this volatile world we find ourselves in. As it relates to capital allocation moving forward, we will remain laser-focused on debt reduction until we complete our deleveraging plan. As we achieve our debt target, lower interest expense, capture synergies, we plan to reap the benefits of our unrivaled cost structure, which will take the form of continued growth of our base dividend and countercyclical share repurchases. We also expect our integrated teams working in alignment, will uncover an extensive opportunity set of additional high-return midstream growth investments, similar to the ones that are part of our 2024 budget. To wrap up our prepared remarks, throughout the process of working on the acquisition of Equitrans, I was constantly reminded of one of my favorite Charlie Munger quote, which says, "Forget what you know about buying fair businesses at wonderful prices. Instead, buy wonderful businesses at fair prices." The majority of M&A we've seen in the upstream sector over the past several years has been characterized by companies chasing lower multiple, lower quality assets in an effort to engineer financial accretion at the expense of asset quality and long-term value. In essence, buying fair businesses at what on the surface appear to be wonderful prices. At EQT, we've always taken the Charlie Munger approach to M&A, and this acquisition is no different, as Equitrans structurally improves the inherent quality of our business, in places EQT firmly at the low end of the dry gas cost curve, creating a truly wonderful business. This acquisition will also serve to draw a sharp contrast between EQT's high-quality, durable business model and the high-cost business models of nonintegrated gas peers, who will find themselves struggling to compete on the global stage amid increasing volatility. We believe this combination [indiscernible] must-own energy stock that will increasingly be viewed and valued by investors as a major integrated business, with unrivaled asset quality and cash flow durability. I'll now turn the call back over to Toby for some concluding remarks.

Thanks, Jeremy. In closing, I want to highlight that this deal would not have been possible without the efforts of our crew throughout the past 4 years. They have enabled us to enter this transaction in a position of strength, and I want to thank them for all their hard work to date. I also want to thank the ETRN team. You have been an important part of our success to date as well. And your our relentless efforts to safely and responsibly construct critical energy infrastructure has not only enabled the success of your stakeholders, you've enabled the success of America. Thank you for your efforts, and we look forward to welcoming you to our crew. With that, I'd like to open the call up for questions.

[Operator Instructions] Your first question comes from the line of Doug Leggate from Bank of America.

Congrats on getting a very logical deal done. Two quick questions, please. You've mentioned the $250 million initial synergies going to [ 4, 4 25 ]. What's the delta and what's the time line to achieve that? And my follow-up is on the $3.5 billion of asset sales. I wonder if you could offer some color around the nature of what those might be. I'm thinking specifically as MVP part of that, and what is the upside risk to that number?

Doug, I'll take your first question, good morning. So on the additional upside synergies, those are largely driven by system optimization. What we're talking about there specifically is adding compression that will lower system pressures, enhance the productivity of our wells and that extra volumes would mitigate some of the CapEx spend on the drilling and completion front. Also, we've got some interconnect and expansion projects in there. Those -- and from a timing perspective, those interconnect any those projects would take a little bit longer to get done. But we're going to start working on these as soon as this deal closes and hope to have meaningful progress on expectations within 12 to 18 months and be able to start delivering some of these.

Maybe before you go to the second question, a quick follow-up on that, Toby. The lower pressure you talked about, presumably that means less capital, fewer wells needed to sales, lower decline rate. Can you just offer a little bit of color around some of that?

Yes. It's pretty simple. Investing in compression infrastructure will lower the gathering system pressures. And these gathering system pressures are actually pushing back on our wells. And so our wells will we able to produce at higher rates when they are operating in a lower compression system. So that delta of volumes that we will see, as a result of enhanced compression, will allow us to minimize the amount of drilling and CapEx, the drilling and completion CapEx. Because we'll need fewer activity to maintain production volumes. It's really that simple, but we'll spend more money on compression and less money on drilling activity.

That makes sense. And lastly, on the disposals -- excuse me.

Doug, it's Jeremy. So on the asset sales, you'll see what we put out publicly is focused on some of the regulated assets at Equitrans. MVP certainly could be part of that through logical divestment candidate. One of the highest-quality pipelines in the country with brand-new 20-year contracts. So that is certainly something that is on the table. And then I think it has already -- has been leaked out there. We do have that ongoing sale for our non-op assets. I would say that is going very, very well, and we hope to update investors on that in the near term.

Your next question comes from the line of Arun Jayaram from JPMorgan.

Toby, Jeremy, I was wondering if you could give us some thoughts on more specifics around kind of the vertical integration and kind of the benefits to EQT. And secondly, maybe just the path to the $2 or lower breakeven price -- cost structure?

Yes. Arun, it's pretty straightforward. And I think it's really well illustrated on the slides that we put out. Aligning with Equitrans is going to allow us to continue our mission and deliver cheaper, more reliable, cleaner energy for the future. I think the cheaper part is really shown on Slide 5. I mean this is going to be a material step change in our cost structure coming down and allow us to produce more affordable energy to our customers. On the reliability front, having a lower cost structure is going to transform and completely high grade and deepen our already peer-leading inventory. That's illustrated on Slide 6. So we'll be able to produce pretty healthy margins for decades with a high-graded inventory. And then on the energy aspect, I think this one is really interesting, creating America's first large-scale, fully integrated natural gas company is going to give us the scale to be able to continue to deliver cleaner energy into markets, whether that's domestically replacing coal, meaning growing energy demand domestically or internationally in servicing the burgeoning LNG market that we have. So this really advances us on all key fronts. And as far as the glide path to the cost structure, getting down to that long-term target, we will see a material step change down in our cost structure day 1. And then that will continue to improve as we capture synergies, hopefully having meaningful progress 12 to 18 months within closing. And then from that point forward, as we continue to deleverage, we'll be able to reduce the cost structure further. So that's generally how we're thinking about the glide path down to that sub $2 breakeven cost structure.

Yes, of course. One thing I wanted to add to. So I'd say, as we've looked back and really thought about like lessons learned in the last couple of years. One thing that really stood out to us is we went through this really low price period during COVID, followed by high prices afterward. We and several of our peers live through periods of really high hedge losses. I think one thing that occurred to us at that time was is sort of the reflective nature of hedging and how do you really position yourself to actually capture high prices? And I think standard convention is that the higher price you have, like higher operating cost business you have, the more upside you have the prices. I think what we learned was, in reality, that really isn't the case and certainly going into an era of high volatility, the best way to capture that is actually just have a really resilient low-cost business model that you don't really have to hedge. And as we've talked about publicly, we see that price upside really being asymmetric that we want to be in a position where we don't really have to. And being -- having a high-cost business model inherently forces you to hedge. And we just think in the world you're going into, that's really the opposite of how your business should be set up. So what we're really trying to do in position here, I know at a high level, it's easy to look at this and say, well, look, you guys are focused on downside protection and durability of your business, and that is certainly true. But I think that the sort of second order impact of that, and I think it's critical to recognize that we're really trying to sort of uncork here is really that upside, and we think this structurally does that in a really differentiated way.

Great. Maybe just a follow-up, I don't know, Toby, if you could maybe just discuss, maybe the regulatory climate of getting a deal like this approved. Obviously, your last transaction did go through a decent level of FTC scrutiny. So I was wondering if you could comment on that.

Sure. I mean, we're not going to speculate on what the process ultimately will be. But I will say, we are looking forward to discussing with regulators, especially in this environment where people are talking about energy, it's a political issue. This is a great opportunity for us to communicate how this transaction is going to make the energy we produce more affordable, more reliable and cleaner, which is something that everyone in this world desires. So it will be a great opportunity for us to continue to talk about the benefits of this transaction and why this is great. Not only for our companies, but for the Appalachian region and also for our country.

Your next question comes from the line of David Deckelbaum from TD Cowen.

Congrats on the deal. .

Thank you.

I was just curious if you could give any color as you think about long-term planning here. Does this open up the portfolio to more upstream consolidation on upstream side, on things that wouldn't be touching -- that are touching the midstream assets right now that perhaps you wouldn't have had an opportunity to consolidate accretively before?

Well, [ Sam, ] I think the industrial logic that we have with this deal, I mean, these assets are largely contained with our current operational footprint. So I wouldn't say that this particularly opens up newer opportunities because there's such strong industrial logic to begin with. Going forward, I think we've laid a pretty consistent track record of looking at deals that will move us closer to our North Star, which is lowering our cost structure, because we believe that that's the key to unleash meaningful upside and exposure to a pretty compelling natural gas macro in front of us.

Appreciate that. And then I guess just -- it sounds like on just the near-term deleveraging targets post close. How do you square that? I guess, with the return on capital program unless I missed it. Is there -- should we just assume that you support the base dividend at this point for that excess free cash goes towards deleveraging?

Yes. That's a good simple way to think about it. And look, I think with our deleveraging plan, the guidance we've gotten from the rating agencies has been, post closing, you typically have 12 to 18 months to complete that plan. And we think with what we have on the table today and what we've outlined, I mean we have really more than 2x the sort of number of sale candidates available. So we think that path to deleveraging is very low risk and very high confidence, something we can execute on in pretty short order. But really, we're looking at kind of mid- to year-end 2025 is that time frame to get to that target debt level.

Your next question comes from the line of Sam Margolin from Wolfe Research.

So it's a question on the vertical integration topic and maybe just a follow-up. And it's sort of in the context of the gas market going global out of the U.S., as you guys point out. I mean, when that happens, right, a producer is paying another layer of fees for liquefaction and shipping. And so I mean, as part of this year that to the extent that you have a global orientation or an international orientation commercially, it's just not tenable to pay a whole stack of fees in the [ lower 48. ] And then on another stack of fees, to get it to global markets either directly or synthetically? In other words, you just can't pay like $3 or $4 [indiscernible] for gathering and transportation through the cycle?

Yes. I think that's a great question. I think for us, stepping back, big picture strategy for us is to find markets and then be the low-cost energy provider of those markets. I'd say right now, the focus is continue to serve -- the best service, the markets that we're supplying right now. And as we progress towards getting some more exposure to the international markets, we believe that our asset base today is going to position EQT to be the low-cost energy provider of international markets, but that's something that we're always evaluating the best path to do it. But right now, the focus is just continuing to lower the cost to the markets we already serve.

[indiscernible], I think your question is spot on. I think your question is spot on for what it's worth. And look, I think one of the things we've observed is we've been one of the first companies to reach sort of this level of material scale we're at. Is that even if you have a very clean balance sheet, a high cost structure, which frankly can potentially get even higher with some of these LNG contracts, a high cost structure paired with scale can be a pretty risky combination, if not managed properly. And what I mean by that is, if you have -- look at a volatile world, you see gas prices like they are today. If you have a cost structure much north of $3 in significant production, your level of cash flow outspend at even a mid or certainly low $2 level in a volatile world and really up in your business very quickly. It makes it very difficult to make long-term contractual commitments. And frankly, I think it's why the entire rest of the world and energy companies are organized in a vertically integrated way, because it reduces that volatility. And look, as we contemplated this deal for some time now, as we've watched the market become increasingly globalized, whether you have an LNG contract or not, you're going to be exposed to that volatility. And so unless you have your business sculpted in a way that's prepared to compete on that stage. In our view, it will, frankly, just in poorly in time through those periods of volatility. So what we're trying to do here is position ourselves not only for really being able to compete and thrive on that global stage. But even for companies that aren't trying to get directly involved in LNG, you're still going to be subject to the volatility and the impacts that, that globalization of gas has in the U.S. market. So either way, it's critical. But I mean, look, as Toby said, cost structure's our North Star, and this is just our -- really the ultimate manifestation of our way of capturing that.

And maybe just a follow-up, maybe it's an opportune time to talk about your views about what's happening -- what's going to happen to the gas market at the end of MVP, because that's been a topic of controversy and conversation. I mean how are you guys thinking at this point about that MVP terminus and how you're positioned and whether you need more infrastructure or more vertical integration from that point?

Yes. I think one thing that will change. I mean, when you look historically at the Southeastern market, there's been some periods of time that look very similar to energy prices that you see in Boston, Massachusetts. I mean we've seen periods of time where Charletta is paying north of $20 for their energy prices. It's not because energy prices cannot be affordable, it's because they did not have enough pipeline infrastructure. MVP is going to help solve that. Another interesting dynamic that we are seeing in that market is just the growth in power gen. And we highlighted this on our last call, how domestic power generation is going to be a really exciting market that's specifically taking place in the southeastern market that MVP serves. And then throw on top of that, the power demand from AI, which MVP is servicing data center ally, and it's going to create even more opportunities. So I think, again, MVP is an incredibly important piece of infrastructure, and we are glad to see that leaders in D.C. have recognized this and it passed laws to make sure this pipeline gets done, because it is critically important for the energy security of that region and the U.S.

Your next question comes from the line of Bert Donnes from Truist Securities.

I just wanted to maybe discuss your ability or your desire to change the corporate strategy to appeal to midstream holders. Is this transaction kind of a change in the way the company wants to present itself? Or should we look at it more as, hey, we're still core E&P investors are focused, but now we're just kind of a lower cost, bigger and better structure going forward?

Yes. I mean, here are some attributes that we're really focused on every day at EQT that I think are extremely attractive to midstream investors and it comes down to cash flow durability. It's being able to produce sustainable free cash flow. And the key to making that happen is a lower cost structure. Now I think the alignment that we will have between the upstream and midstream is going to drive operational efficiencies between the 2 organizations that's going to lead to lower cost greater free cash flow generation, which I think, again, is going to be an attribute that's going to be very well received from both investor bases.

Yes, I would say beyond that -- one data point that you might find interesting. We've actually had some even inbounds over, really, I call it, recent history from traditional midstream investors, who I think are trying to branch out in EQT and our business model and what we're doing is actually something that potentially fits their strategies. And so I think really this combination sets us up in a position where we can really capture and probably retain a lot of those traditional midstream shareholders. It's not the world we were in 5 or 10 years ago, where those shareholder groups are so bifurcated. And then look, I'd point out, I think a lot of our top shareholders, too, the way I think about shareholding, you've seen so much capital flow back into major oil companies really gravitating back towards that integrated model. And I know a number of our top shareholders, what they find most interesting in today's world is that style of company, that structure, and they've added EQT is a complement to those holdings in the portfolio to make it a gassier weighted portfolio. And so really, I think what we're trying to do in a longer period of time to sort of emulate that model, which, again, on a global stage is really the way the rest of the entire global energy industry is structured. So I think it really opens us up for a much broader shareholder base than what we have today. And what we've already seen, I think, is only going to be supercharged by that.

That's great color on that. And then the next one is did this deal kind of impact your thinking around your recent curtailment? In the announcement, you kind of implied that, hey, we'll reassess as market conditions change. Should we look at the transaction when it closes as kind of a hard stop? Like does it lower your breakeven costs, low enough that maybe if you had already had Equitrans in-house, you wouldn't have curtailed? Just any thoughts around that?

It will certainly provide a little bit more flexibility, without having the MVCs that certainly will give us some more flexibility. But listen, I think what's important for us to understand when we're curtailing volumes is that we are satisfying the market and getting through this winter and making sure people had abundant energy was really important. But taking a step back and looking at the market today, these volumes weren't needed, and we'll curtail accordingly to balance the market. So I think one thing that's equally as important is just a disciplined approach towards curtailment is our unwavering commitment to continuing our activity levels that will give us -- continue to enable to have productive capacity to serve the markets in the future, but we will continue to be cognizant of the market that we're in and bring that production to market in the most prudent way responsible.

Your next question comes from the line of John Mackay from Goldman Sachs.

Congrats on the deal. I just wanted to maybe swing this one to Tom and team. It's been 3 weeks since we got the last update at MVP. Obviously, you guys have the language in here on the deal closing being contingent on FERC signing off on final commencement. Can you maybe just give us an update on where it stands and how you're feeling about your most recent time frame and service you gave us?

Yes. This is Diana, good morning. We continue to make daily progress on MVP. It's on track in accordance with our latest guidance, which is Q2.

Right, very clear. And then maybe just looking more broadly, there's a large kind of third party, we could call it now business inside ETRN, serving a couple of other producers. Just, Toby and team, are you guys looking to continue to grow that side of the business? Or is this really going to be more kind of an internal EQT facing at this point?

John, I mean, this is a consistent theme that we brought when we took over EQT, was to realize the full potential of the assets under our management. And realizing the full potential of ETRN's assets is the next focus for us. And a big part on realizing the full potential of midstream infrastructure is to maximize the utilization of that infrastructure. And so while these systems are designed and planned for us at EQT, there's tremendous opportunity to share these benefits with offset operators. And it's going to -- these efficiency gains will also help offset operators as well. And listen, our track record on doing this is not new. I mean, we did this at Rice Midstream Partners. If you remember, we had about 2 Bcf a day of Rice-operated volumes and our midstream team was gathering almost 3 Bcf a day. So this has been a theme that is -- we're looking forward to continue. And we're motivated to do it because third-party volumes, in effect, will help drive down our cost structure.

Your next question comes from the line of Roger Read with Wells Fargo.

Yes. Congrats on the deal here. I think the key theme I'm picking up on is obviously to be the lowest cost [ operatorable ] to compete on a global scale. I was just curious, how does this help you access global markets? Is there any advantage now that you didn't have before, whether that comes through the assets or it comes through scale or anything else we might be missing here?

Yes. I think there's really 2 things. Having a really low-cost structure is going to help deliver affordable energy. But then also having a deep inventory of high-quality inventory is going to be the other important dynamic. Having the infrastructure to be able to connect this low-cost, high-quality inventory to the market, are going to be 2 of the key elements you need to be able to create supply deals to access these markets. So we think this is a big step forward in positioning us to do that, but combining inventory, which EQT has with infrastructure, which is what Equitrans is bringing to the table, is going to set the table for some interesting opportunities, hopefully.

Yes. I would say beyond that -- Look, I'll start on that to -- I think in terms of inventory depth, which is critical for LNG. And look, as we've said before, if a lot of these contracts come online back half of this decade, you really need 15 to 20 years of inventory, like really high confidence inventory to [indiscernible] liabilities. And so look, we feel great about where we are as a stand-alone company to serve those. I think when we look around a lot of shale basins, there's not many companies who have, relating close to that level of inventory depth, which is why I think you've seen some companies has been to sign up at all. But I think what's unique about this transaction is it effectively takes inventory that might have been Tier 3 or even Tier 4 across broader Appalachia. And when you integrate that cost structure away and you're paying that fee from one pocket to the other, it moves that quality of inventory up to be core kind of Tier 1, Tier 2 inventory. And so it really puts us in an unparalleled position to be able to confidently deliver those gas volumes, whether it's to utility, whether it's to an LNG facility in a totally differentiated way. So I know at a high level, you look at this and say, well, it's a midstream deal, how does it help your upstream business? But I think if you peel back the onion a bit, it's truly transformative. And I think from an inventory standpoint, what it allows us to do to provide that cheap, reliable, clean natural gas product for decades and decades is really unlocked by getting this transaction done.

Okay. No, I appreciate that. I don't think it's been asked. It's certainly an issue with some of the other M&A, we've seen, any thoughts on regulatory approvals that are necessary here, be they state or federal?

Yes, Roger, I'd refer back to some comments we put out 10 minutes ago. This is going to be an opportunity for us to work with our regulators and show them how this transaction is going to ultimately be great for our companies, but also great for the region and our country by making energy we produce cheaper, more reliable and cleaner.

Our next question comes from the line of Noel Parks from Tuohy Brothers.

I have a couple of questions. I guess thinking more about the interaction perhaps with a macro outlook for you, I feel like over the last few quarters or so, I've heard on the equity side, you talk about some questions about whether they're -- aside from overall volatility, whether there's sort of a later in decade low in the sustained low in nat gas prices that could sort of upend some of the assumptions that the higher cost producers are operating under. So is it fair to say that there's a bit of a sort of defensive aspects to proceeding with this particular level of integration? Maybe just that you're more concerned about -- and going through the cycle, rather than seeing just a hockey stick up with LNG demand.

Yes. I think that it's a great question. Look, we talked about it on our last quarterly conference call, which is probably what you're referencing. And look, I think in our view, I think consensus seems to think that gas prices are just simply structurally higher forever. I think, again, like we said last quarter, we think, on average, that might be true. But you're not going to take the cyclical nature out of the business. Every commodity is cyclical. And certainly, look, I think we were in a full cycle for a couple of years. It feels like we're in a very mini bear cycle right now, which we anticipate sort of ends by the end of this year. We see a couple of really strong years after that. But look, I think that never lasts forever. You have up cycles, down cycles. And I think what's unique about this transaction is we know we can't predict that. And I think with what we saw with winter weather this year and how it can just up in the market so quickly, we want to be in a position where our downside is very limited, if any, in this transaction absolutely positions us in that way. But look, if your downside is low $2 gas, where this business will be generating really robust free cash flow even in that environment unhedged, and then if the flip side happens and gas is $6, $10 wherever it goes to because of the high level of volatility from LNG, EQT will probably be the only business out there that is fully exposed to that. And so going with this long-term theme we talk about around trying to really scope the best risk-adjusted returns to gas, we think this really exactly does that. And so we're not caught in the world of having to believe commodity prices are only higher forever. In otherwise getting ourselves upside down in price environment like we're in today. And I think what we're seeing, and you're seeing this play out among some of our peers right now, but you're either forced to defensively hedge a lot of your volumes, which then when prices recover because that's usually what happens after a big down cycle and they recover strongly. Then you missed out on most of that upside. If you look at us and most of our peers when that happened after COVID, I think EQT, we lost north of $5 billion in hedging, right? I mean that is a tremendous amount of value. We want to be positioned to capture for shareholders next time, not losing forms of hedge losses. Or conversely, if you're a high-cost producer, you have to just structurally decline your production. You're seeing that happen across Haynesville producers and high-cost assets today based on guidance that was given out over the past month, right? And so what we want to be able to provide is a stable, durable stream of cash flows, very predictable where you can own it in the down cycle and make money with the durable dividend and you can own it in the up cycle and capture the most amount of that volatility and upside to gas prices. So really through the cycle is how we're trying to position this company. How the back half of this decade plays out, frankly, is anybody's guess, I think -- we're seeing a lot of great tailwinds from AI and power generation right now, which could balance things out. But there's also a world that, yes, when all the Qatari and foreign LNG comes online, it could flood the market and gas prices could be low for a couple of years. And frankly, we just don't know. And we're not going to try to predict prices. We're instead going to try to sculpt our business to be the most resilient, most competitive business possible.

Great. Really helpful. And just looking ahead a bit, I was wondering, with the consolidated debt or you talked about pay down through asset sales and as well as free cash flow, do you have a strong opinion or are you more agnostic on sort of the structure of the debt on the balance sheet longer term? I think in terms of just fixed versus variable rate debt.

Yes. I mean, look, I'd say at a high level until we complete our deleveraging plan that we outlined, we don't plan to collapse the capital structures of the 2 businesses. So EQM will be a subsidiary of EQT. And EQM noteholders do not have the right to look up to the EQT parent, and EQT won't have any obligations under those EQM notes. We anticipate, as we generate cash from either free cash flow or from asset sales, that we primarily focused on eliminating debt at the front end of our maturity stack. And then I think what you will probably see us do is refinance the capital structure and term it out over a much longer-term time period. I think what's unique about the business now, owning these really irreplaceable midstream assets, if it does have real terminal value, I think it's going to open up a much longer dated maturity for us in terms of where we look [indiscernible] and I think just set ourselves up for a really stable, resilient capital structure. But I think we see that taking the form of really long-term bonds with a fixed coupon rather than floating rate debt.

We have no further questions in our queue at this time. I will now turn the call back over to Toby Rice for closing remarks.

Thank you all for joining us this morning as we talk about why we are so passionate in our belief that our fully integrated world-class asset base is going to create an unparalleled investment opportunity for our shareholders, ultimately providing investors with the best risk-adjusted returns and exposure to natural gas, while also enhancing America's energy security and allowing us to lead on a global stage lowering global emissions. So thank you all, and look forward to continuing the conversation with you.

This concludes today's conference call. Thank you for your participation, and you may now disconnect.