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): October 6, 2023
Equitrans Midstream Corporation
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-38629 | 83-0516635 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2200 Energy Drive Canonsburg, Pennsylvania |
15317 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (724) 271-7600
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, no par value | ETRN | New York Stock Exchange |
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 ¨
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. ¨
Item 1.01. Entry Into a Material Definitive Agreement.
Fourth Amendment to Revolving Credit Agreement
On October 6, 2023 (the Amendment Date), EQM Midstream Partners, LP (EQM), a wholly owned subsidiary of Equitrans Midstream Corporation (the Company), entered into an amendment (the Amendment) to that certain Third Amended and Restated Credit Agreement, dated as of October 31, 2018 (as amended, supplemented or otherwise modified on or prior to the Amendment Date, the EQM Credit Facility, and as amended by the Amendment, the Amended EQM Credit Facility), by and among EQM, Wells Fargo Bank, National Association, as administrative agent, and the other lenders and other parties from time to time party thereto.
The Amendment extended the stated maturity date, with such extension only applicable for the lenders approving the Amendment, from April 30, 2025 to April 30, 2026. After giving effect to such extension contemplated by the Amendment, EQM has aggregate commitments available under the Amended EQM Credit Facility of approximately $2.16 billion before October 31, 2023, approximately $1.55 billion in aggregate commitments available on and after October 31, 2023 and prior to April 30, 2025, and approximately $1.45 billion in aggregate commitments available on and after April 30, 2025 and prior to April 30, 2026.
The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference. The foregoing summary has been included to provide investors and security holders with information regarding certain of the terms of the Amendment and is qualified in its entirety by the terms and conditions of the Amendment and the Amended EQM Credit Facility. It is not intended to provide any other factual information about the Company or its subsidiaries and affiliates, including EQM.
Relationships
Certain of the lenders under the Amended EQM Credit Facility and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and/or investment banking services for the Company and/or its affiliates, for which they have received or may receive customary fees and expenses. Certain affiliates of such lenders have acted, and may in the future act, as underwriters, agents, arrangers or lenders, as applicable, in respect of certain of the Company’s and/or its subsidiaries’ and/or affiliates’ debt or equity issuances or credit facilities.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Fourth Amendment to Third Amended and Restated Credit Agreement – Maturity Date Extension Notice, dated as of October 6, 2023, by and among EQM Midstream Partners, LP, the lender parties thereto and Wells Fargo Bank, National Association, as administrative agent. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: October 6, 2023 | By: | /s/ Kirk R. Oliver | |
| Name: | Kirk R. Oliver | ||
| Title: | Senior Vice President and Chief Financial Officer | ||
Signature Page to Form 8-K – Fourth Amendment
Exhibit 10.1
EQM Midstream Partners, LP 2200 Energy Drive Canonsburg, Pennsylvania 15317
October 6, 2023 |
Wells Fargo Bank, National Association
1525 W WT Harris Boulevard
Mail Code: D1109-019
Charlotte, NC 28262
Lenders and other Persons party to
the Credit Agreement referred to below
| Re: | Fourth Amendment to Third Amended and Restated Credit Agreement - Maturity Date Extension Notice (the “Fourth Amendment”) |
Reference is made to that certain Credit Agreement, dated as of October 31, 2018, among the Borrower, Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), the Lenders party thereto from time to time and any other Persons party thereto from time to time (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 30, 2020, as amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of April 16, 2021, as amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of April 22, 2022, and as further amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Credit Agreement” and as amended by this Fourth Amendment, the “Amended Credit Agreement”). Unless otherwise defined herein, each capitalized term used herein has the meaning assigned to it in the Credit Agreement.
Pursuant to Section 2.18 of the Credit Agreement, the Borrower hereby confirms it has previously notified, and does hereby also notify, the Administrative Agent and the Lenders of its request to extend the latest Maturity Date to April 30, 2026. The Administrative Agent confirms that it has received responses in support of the maturity extension from the Lenders party to this Fourth Amendment (the “Fourth Amendment Approving Lenders”).
By its signature below, each Fourth Amendment Approving Lender or other Person party hereto confirms its consent to the maturity extension contemplated by this Fourth Amendment. Each Fourth Amendment Approving Lender party hereto shall be an Extending Lender as referred to in Section 2.18 of the Credit Agreement for all purposes under the Credit Agreement. Following the effectiveness of this Fourth Amendment, the Stated Maturity Date shall be deemed extended to April 30, 2026, with respect to the Commitments and Credit Extensions held by the Fourth Amendment Approving Lenders.
For purposes of determining whether the maturity extension contemplated by this Fourth Amendment has occurred, each Fourth Amendment Approving Lender or other Person that has executed this letter shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Fourth Amendment Approving Lender or other Person, as the case may be.
Upon the effectiveness hereof, in accordance with the other terms and conditions required by Section 2.18 of the Credit Agreement, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Amended Credit Agreement. Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
The Administrative Agent shall be permitted to confirm the maturity extension and Extension Effective Date (which Extension Effective Date shall be October 6, 2023).
The Borrower acknowledges the requirements of Section 2.09(b)(ii) of the Credit Agreement. The Borrower also confirms (x) the matters set forth in Section 2.18(c)(i) and (c)(ii) of the Credit Agreement and (y) that it is separately delivering to the Administrative Agent on the date hereof the certificate contemplated by Section 2.18(c)(iii) of the Credit Agreement.
THIS FOURTH AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
This Fourth Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Sections 10.17(b), 10.19 and 10.22 of the Credit Agreement shall apply to this Fourth Amendment, mutatis mutandis.
This Fourth Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Fourth Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Signatures delivered by facsimile, PDF or other electronic transmission shall have the same force and effect as manual signatures delivered in person.
[Signature page follows]
2
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
| EQM MIDSTREAM PARTNERS, LP, | ||
| as the Borrower | ||
| By: EQGP Services, LLC, its general partner | ||
| By: | /s/ Kirk R. Oliver | |
| Name: | Kirk R. Oliver | |
| Title: | Senior Vice President and Chief Financial Officer | |
Signature Page to
Fourth Amendment
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender, L/C Issuer and a Fourth Amendment Approving Lender | ||
| By: | /s/ Borden Tennant | |
| Name: | Borden Tennant | |
| Title: | Director | |
Signature Page to
Fourth Amendment
| BARCLAYS BANK PLC, as a Fourth Amendment Approving Lender and L/C Issuer | ||
| By: | /s/ Sydney G. Dennis | |
| Name: | Sydney G. Dennis | |
| Title: | Director | |
Signature Page to
Fourth Amendment
| CITIBANK, N.A., as a Fourth Amendment Approving Lender and L/C Issuer | ||
| By: | /s/ Maureen Maroney | |
| Name: | Maureen Maroney | |
| Title: | Vice President | |
Signature Page to
Fourth Amendment
| JPMorgan Chase Bank, N.A., as a Fourth Amendment Approving Lender and L/C Issuer | ||
| By: | /s/ Stephanie Balette | |
| Name: | Stephanie Balette | |
| Title: | Authorized Officer | |
Signature Page to
Fourth Amendment
| MUFG BANK, LTD., as a Fourth Amendment Approving Lender and L/C Issuer | ||
| By: | /s/ Kevin Sparks | |
| Name: | Kevin Sparks | |
| Title: | Director | |
Signature Page to
Fourth Amendment
| PNC Bank, National Association, as a Fourth Amendment Approving Lender and L/C Issuer | ||
| By: | /s/ Thomas Magness | |
| Name: | Thomas Magness | |
| Title: | Assistant Vice President | |
Signature Page to
Fourth Amendment
| The Bank of Nova Scotia, Houston Branch, as a Fourth Amendment Approving Lender and L/C Issuer | ||
| By: | /s/ Joe Lattanzi | |
| Name: | Joe Lattanzi | |
| Title: | Managing Director | |
Signature Page to
Fourth Amendment
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Fourth Amendment Approving Lender and L/C Issuer | ||
| By: | /s/ Evans Swann | |
| Name: | Evans Swann | |
| Title: | Authorized Signatory | |
Signature Page to
Fourth Amendment
| Truist Bank, as a Fourth Amendment Approving Lender and L/C Issuer | ||
| By: | /s/ Justin Lien | |
| Name: | Justin Lien | |
| Title: | Director | |
Signature Page to
Fourth Amendment
| BANK OF AMERICA, N.A., as a Fourth Amendment Approving Lender | ||
| By: | /s/ Salman Samar | |
| Name: | Salman Samar | |
| Title: | Director | |
Signature Page to
Fourth Amendment
| U.S. Bank National Association, as a Fourth Amendment Approving Lender | ||
| By: | /s/ Paul V. Farrell | |
| Name: | Paul V. Farrell | |
| Title: | Vice President | |
Signature Page to
Fourth Amendment
| SUMITOMO MITSUI BANKING CORPORATION, as a Fourth Amendment Approving Lender | ||
| By: | /s/ Jeffrey Cobb | |
| Name: | Jeffrey Cobb | |
| Title: | Director | |
Signature Page to
Fourth Amendment
| First National Bank of Pennsylvania, as a Fourth Amendment Approving Lender | ||
| By: | /s/ Paul Wargo | |
| Name: | Paul Wargo | |
| Title: | Relationship Manager | |
Signature Page to
Fourth Amendment