Exercises the EQGP Limited Call Right to
Purchase Remaining Common Units
Equitrans Midstream Corporation (NYSE: ETRN) today announced
that it has closed the previously announced private purchases of
common units (EQGP Common Units) in EQGP Holdings, LP (NYSE: EQGP)
for $20.00 per unit in cash (Private Purchases). As a result of the
Private Purchases, ETRN and its affiliates now own more than 95% of
the outstanding EQGP Common Units and ETRN has exercised the
Limited Call Right under EQGP’s partnership agreement to acquire
all remaining EQGP Common Units not already owned by ETRN and its
affiliates. The Limited Call Right is expected to close on January
10, 2019, upon which time the remaining holders of EQGP Common
Units will receive $20.00 per unit in cash. After giving effect to
the Limited Call Right, EQGP will become an indirect, wholly owned
subsidiary of ETRN and there will no longer be a public market for
EQGP Common Units.
ETRN also announced today that EQGP has submitted a written
notice to the New York Stock Exchange (NYSE) of its intention to
voluntarily withdraw the EQGP Common Units from listing on the NYSE
and from registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (Exchange Act). EQGP intends to
file a Form 25 with the Securities and Exchange Commission (SEC) on
January 10, 2019 to delist the EQGP Common Units and withdraw the
EQGP Common Units from registration. 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 intends to file a Form 15 with the SEC requesting that the
reporting obligations of EQGP under the Exchange Act be
suspended.
The decision to delist and deregister the EQGP Common Units was
based on numerous factors, including the anticipated consummation
of the Limited Call Right; the simplification of the ETRN corporate
structure, as a result of the delisting and deregistration; and
expected cost savings related to the ceasing of periodic SEC report
filings and reductions in accounting, audit, legal and other
costs.
ETRN also announced today that it has closed a $600 million,
five-year, senior secured Term Loan B. The proceeds of the Term
Loan B were used to fund the Private Purchases, will be used to
fund the purchases pursuant to the Limited Call Right, and may be
used for other general corporate purposes.
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 enrich the communities where its employees live and work. ETRN
owns the general partner interest and more than 95% of the limited
partner interests 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 portion of the limited partner interests in EQM Midstream
Partners, LP. Equitrans Midstream Corporation owns the general
partner interest and more than 95% of the limited partner interests
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 expected
closing of the Limited Call Right and delisting and deregistration
of EQGP Common Units and the expected use of proceeds from the Term
Loan B. 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 EQGP and its
subsidiaries, including EQM, is derived from publicly available
information published by the partnerships.
Source: Equitrans Midstream Corporation
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181231005145/en/
Analyst/Investor inquiries:Nate TetlowVice President,
Corporate Development and Investor
Relations412-553-5834ntetlow@equitransmidstream.com
Media inquiries:Natalie A. CoxDirector, Corporate
Communications412-395-3941ncox@equitransmidstream.com
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