UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):  January 10, 2019

 

Equitrans Midstream Corporation

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

001-38629

 

83-0516635

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File
Number)

 

(I.R.S. Employer Identification No.)

 

625 Liberty Avenue, Suite 2000
Pittsburgh, Pennsylvania

 

15222

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (412) 395-2688

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

Item 1.02.              Termination of a Material Definitive Agreement.

 

On January 10, 2019 (the Closing Date), in connection with the Buyout (as defined below), the following actions were taken to terminate the agreements identified below:

 

Working Capital Loan Agreement

 

Equitrans Midstream Corporation (ETRN) and EQGP Holdings, LP, an indirect wholly-owned subsidiary of ETRN (EQGP), terminated that certain Working Capital Loan Agreement, dated as of November 13, 2018, between ETRN and EQGP. The Working Capital Loan Agreement had provided for, among other things, loans of up to $20 million at any one time outstanding, maturing on the earlier of October 31, 2023 or at least 90 days after ETRN gave notice of termination, and bearing interest, at EQGP’s option, at either (a) the Fixed Period Eurodollar Rate (as defined in ETRN’s primary revolving credit facility, the ETRN Credit Agreement) plus the margin then applicable to ETRN’s LIBOR-based borrowings under the ETRN Credit Agreement, or (b) the Base Rate (as defined in the ETRN Credit Agreement) plus the margin then applicable to ETRN’s alternate base rate-based borrowings under the ETRN Credit Agreement. In connection with the termination of the Working Capital Loan Agreement, ETRN agreed that all loans and other amounts outstanding under the Working Capital Loan Agreement and all other obligations of EQGP to ETRN under the Working Capital Loan Agreement were deemed forgiven, satisfied, discharged and paid in full.

 

Omnibus Agreement

 

ETRN, EQGP, EQGP Services, LLC, the general partner of EQGP (the EQGP General Partner), and EQM Midstream Partners, LP, an indirect subsidiary of ETRN (EQM), mutually agreed to terminate that certain Omnibus Agreement, dated as of November 13, 2018, among ETRN, EQGP, the EQGP General Partner, and for certain limited purposes, EQM (the Omnibus Agreement). Pursuant to the terms of the Omnibus Agreement, EQM provided ETRN and EQGP with a license to use certain marks. The Omnibus Agreement also provided for certain reimbursement obligations between ETRN and EQGP. In connection with such termination, ETRN, EQGP, the EQGP General Partner and EQM agreed that the rights and obligations under the Omnibus Agreement would terminate, except for rights to utilize or possess such marks licensed under the Omnibus Agreement and obligations accrued prior to the effective time of such termination.

 

Item 7.01.              Regulation FD.

 

The information set forth in Item 8.01 is incorporated herein by reference.

 

On the Closing Date, ETRN issued a press release related to the completion of the Buyout, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of ETRN’s filings under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

 

Item 8.01.              Other Events.

 

On the Closing Date, ETRN completed the purchase (the Buyout) of all outstanding common units representing limited partner interests in EQGP (other than those owned by ETRN and its affiliates) pursuant to the previously announced exercise of the limited call right provided for in Section 15.1(a) of the Second Amended and Restated Agreement of Limited Partnership of EQGP, dated as of October 12, 2018. As a result of the Buyout, EQGP became an indirect wholly-owned subsidiary of ETRN.

 

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Item 9.01.              Financial Statements and Exhibits.

 

(d)            Exhibits.

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

99.1

 

News release, dated January 10, 2019

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EQUITRANS MIDSTREAM CORPORATION

 

 

 

 

 

Date: January 10, 2019

By:

/s/ Kirk R. Oliver

 

 

 

 

 

 

Name:

Kirk R. Oliver

 

 

Title:

Senior Vice President and Chief Financial Officer

 

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Exhibit 99.1

 

 

Equitrans Midstream Acquires 100% Ownership of EQGP

 

PITTSBURGH, PA (January 10, 2019) — Equitrans Midstream Corporation (NYSE: ETRN) has completed its exercise of the Limited Call Right, as previously announced, and has purchased all remaining common units in EQGP Holdings, LP (NYSE: EQGP) (EQGP Common Units) for $20.00 per unit in cash. Prior to the Limited Call Right, ETRN closed certain private purchase transactions and owned approximately 96% of the outstanding EQGP Common Units. As a result of the private purchase transactions and completion of the Limited Call Right, EQGP is now an indirect, wholly owned subsidiary of ETRN.

 

EQGP has filed a Form 25 with the Securities and Exchange Commission (SEC) to delist the EQGP Common Units and withdraw the EQGP Common Units from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (Exchange Act). The EQGP Common Units will continue to be listed through January 21, 2019. On January 22, 2019, EQGP Common Units will no longer be listed and, on that date, EQGP will file a Form 15 with the SEC requesting that the reporting obligations of EQGP under the Exchange Act be suspended.

 

About Equitrans Midstream Corporation

 

Equitrans Midstream Corporation (ETRN) has a premier asset footprint in the Appalachian Basin and is one of the largest natural gas gatherers in the United States. With a rich 135-year history in the energy industry, ETRN was launched as a standalone company in 2018 and, through its subsidiaries, has an operational focus on gas gathering systems, transmission and storage systems, and water services assets that support natural gas producers across the Basin. ETRN is helping to meet America’s growing need for clean-burning energy and strives to provide a rewarding workplace and to enrich the communities where its employees live and work. ETRN owns the general partner interest and 100% of the limited partner interest in EQGP Holdings, LP (NYSE: EQGP) and a 12.7% limited partner interest in EQM Midstream Partners, LP (NYSE: EQM). EQGP owns the general partner interest, all of the incentive distribution rights, and a 17.9% limited partner interest in EQM.

 

For more information on Equitrans Midstream Corporation, visit www.equitransmidstream.com

 

About EQM Midstream Partners

 

EQM Midstream Partners, LP (EQM) is a growth-oriented limited partnership formed to own, operate, acquire, and develop midstream assets in the Appalachian Basin. As the third largest gatherer of natural gas in the United States, EQM provides midstream services to producers, utilities, and other customers through its strategically located natural gas transmission, storage, and gathering systems, and water services to support energy development and production in the Marcellus and Utica regions. EQM owns approximately 950 miles of FERC-regulated interstate pipelines and approximately 2,130 miles of high- and low-pressure gathering lines.

 

For more information on EQM Midstream Partners, LP, visit www.eqm-midstreampartners.com

 

About EQGP Holdings

 

EQGP Holdings, LP (EQGP) is a limited partnership that owns the general partner interest, all of the incentive distribution rights, and a 17.9% limited partner interest in EQM Midstream Partners, LP. Equitrans Midstream Corporation owns the general partner interest and 100% of the limited partner interest in EQGP.

 

For more information on EQGP Holdings, LP, visit www.eqm-midstreampartners.com

 

 

Cautionary Statements

 

Disclosures in this news release contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include the delisting and deregistration of EQGP Common Units, and the suspension of EQGP’s reporting obligations under the Exchange Act. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. ETRN has based these forward-looking statements on current expectations and assumptions about future events. While ETRN considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond ETRN’s control. The risks and uncertainties that may affect the operations, performance and results of ETRN’s business and forward-looking statements include, but are not limited to, those risks discussed in ETRN’s Registration Statement on Form 10 and other filings with the Securities and Exchange Commission.

 

Any forward-looking statement speaks only as of the date on which such statement is made and ETRN does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Information in this news release regarding EQM is derived from publicly available information published by EQM.

 

Analyst/Investor inquiries:

 

Nate Tetlow

Vice President, Corporate Development and Investor Relations

412-553-5834

ntetlow@equitransmidstream.com

 

Media inquiries:

 

Natalie A. Cox

Director, Corporate Communications

412-395-3941

ncox@equitransmidstream.com

 

Source: Equitrans Midstream Corporation

 

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