Transaction Details: 

Initial Announcement - September 26, 2016

Rice Energy Inc. has agreed to acquire Vantage Energy, LLC and Vantage Energy II, LLC for approximately $2.7 billion, including the assumption of debt. 

In May 2016, Vantage submitted the winning bid to acquire Alpha Natural's Appalachian assets, beating out Rice Energy's offer.

The E&P assets to be acquired by Rice Energy include approximately 85,000 net core Marcellus acres in Greene County, Pennsylvania, with rights to the deeper Utica Shale on approximately 52,000 net acres and 37,000 net acres in the Barnett Shale. Second quarter 2016 net production of the acquired assets was 399 MMcfe/d (approximately 65% Appalachia, 35% Barnett).

Transaction Summary

Concurrent with Rice Energy's acquisition of Vantage Energy, Rice Energy entered into a purchase and sale agreement with Rice Midstream Partners (RMP), pursuant to which RMP will purchase the midstream assets associated with the Vantage acquisition from Rice Energy for aggregate consideration of $600 million.

RMP intends to fund the midstream asset acquisition through borrowings under its revolving credit facility and potential equity and debt financings prior to closing, or the issuance to Rice Energy of up to $250 million of RMP common units representing limited partner interests.

The core midstream assets to be acquired by RMP include 30 miles of dry gas gathering and compression assets. As part of the transaction, Rice Energy will dedicate the acquired Pennsylvania acreage to RMP to provide gas gathering, compression and water services.

Transaction Terms and Financing

Pursuant to the PSA, Rice Energy Appalachia LLC, a wholly-owned subsidiary of Rice Energy, will acquire from Vantage Energy Investment LLC and Vantage Energy Investment II LLC their ownership interests in Vantage Energy for aggregate consideration at closing of approximately $2.7 billion. Total consideration consists of approximately $1.02 billion in cash, the assumption and retirement of assumed net debt of approximately $700 million and the issuance of membership interests in REA that are immediately exchangeable into approximately 39.1 million shares of common stock of Rice Energy, valued at approximately $980 million. The issuance of membership interests in REA will allow for tax deferral of the equity portion of the consideration paid to the Vantage Sellers.

Evercore acted as financial advisor to Rice Energy's Board of Directors. Wells Fargo Securities, LLC and Barclays Capital Inc. provided committed financing to Rice Energy and RMP's upsized revolving credit facilities. Latham & Watkins LLP served as legal counsel to Rice Energy. Simmons & Company International | Energy Specialists of Piper Jaffray served as exclusive financial advisor to the conflicts committee of RMP and provided a fairness opinion for the midstream asset acquisition by RMP. Akin Gump Strauss Hauer & Feld LLP served as legal counsel to the conflicts committee of RMP. Goldman Sachs acted as financial advisor to the Vantage Sellers. Vinson & Elkins LLP served as legal counsel to the Vantage Sellers.