Equitrans Midstream Corporation (NYSE: ETRN) today announced the
early tender results of its wholly owned subsidiary, EQM Midstream
Partners, LP’s (the Partnership) previously announced tender offers
(each, an Offer and, collectively, the Offers) to purchase up to
$500 million in aggregate principal amount (as such amount may be
increased or eliminated by the Partnership pursuant to the terms of
the Offers, the Aggregate Maximum Principal Amount) of its
outstanding notes listed in the table below.
The terms and conditions of the Offers are set forth in the
Partnership’s Offer to Purchase, dated January 4, 2021, as amended
by ETRN’s news release, dated January 4, 2021 (as amended, the
Offer to Purchase). The Offer to Purchase relates to two separate
Offers, one for each series of notes (each series, a Series of
Notes, and such notes, collectively, the Notes).
As of 5:00 p.m., New York City time, on January 15, 2021 (such
time and date, the Early Tender Deadline), according to information
provided by D.F. King & Co., Inc., the tender and information
agent for the Offers, an aggregate principal amount of $754,693,000
of 4.750% notes due 2023 (the 2023 Notes) had been validly tendered
and not validly withdrawn in the Offer for such Notes. Withdrawal
rights for the Notes expired at 5:00 p.m., New York City time, on
January 15, 2021.
Notes
CUSIP Numbers
Principal Amount
Outstanding
Acceptance
Priority Level
Tender
Consideration(1)(2)
Early Tender
Premium(1)
Total
Consideration(1)(2)(3)
4.750% notes due 2023
26885B AD2
$1,100,000,000
1
$1,042.50
$30
$1,072.50
4.000% notes due 2024
26885B AA8
$500,000,000
2
$1,030.00
$30
$1,060.00
________________
(1)
Per $1,000 principal amount of the Notes
validly tendered and not validly withdrawn and accepted for
purchase.
(2)
Excludes accrued interest, which will be
paid on the Notes accepted for purchase as described in the Offer
to Purchase.
(3)
Includes the Early Tender Premium (as
defined in the Offer to Purchase) for the Notes validly tendered at
or prior to the Early Tender Deadline (as defined above) (and not
validly withdrawn) and accepted for purchase.
The Aggregate Maximum Principal Amount has been fully subscribed
by the 2023 Notes tendered as of the Early Tender Deadline. In
accordance with the Aggregate Maximum Principal Amount set forth
above, the 2023 Notes validly tendered and not validly withdrawn
prior to the Early Tender Deadline will be subject to proration as
further described in the Offer to Purchase, and no 4.000% notes due
2024 will be accepted for purchase. The Partnership expects to
accept for purchase in the Offers an aggregate principal amount of
$500 million of 2023 Notes using a proration rate of ~66%. The
Partnership does not anticipate accepting for purchase any Notes
validly tendered after the Early Tender Deadline.
The applicable Total Consideration (as defined in the Offer to
Purchase) for each $1,000 of principal amount of the 2023 Notes
validly tendered and not validly withdrawn and accepted for
purchase is set forth in the table above. Only holders of the 2023
Notes who validly tendered and did not validly withdraw their 2023
Notes at or prior to the Early Tender Deadline are eligible to
receive the applicable Total Consideration, which includes the
Early Tender Premium for the 2023 Notes of $30 per $1,000 principal
amount of 2023 Notes tendered. In addition, such Holders will also
be entitled to receive accrued and unpaid interest, if any, from
the last interest payment date for the 2023 Notes up to, but not
including, the Early Settlement Date (as defined below).
It is anticipated that the settlement date for the 2023 Notes
validly tendered and accepted for purchase will be January 20, 2021
(the Early Settlement Date).
Barclays Capital Inc. is acting as Dealer Manager and D.F. King
& Co., Inc. is acting as the Tender Agent and Information Agent
for the Offers. Requests for documents may be directed to D.F. King
& Co., Inc. at (866) 751-6313 or eqm@dfking.com. Questions
regarding the Offers may be directed to Barclays Capital Inc.
collect at (212) 528-7581 or toll-free at (800) 438-3242.
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities, including in
connection with the Offers. The Offers to purchase the Notes are
only being made pursuant to the terms of the Offer to Purchase. The
Offers are not being made in any state or jurisdiction in which
such Offers would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. None of the Partnership, the Dealer Manager, or the
Tender Agent and Information Agent is making any recommendation as
to whether or not Holders should tender their Notes in connection
with the Offers.
Cautionary Statement Regarding Forward-Looking
Information 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. Words
such as “could,” “will,” “may,” “assume,” “forecast,” “position,”
“predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,”
“anticipate,” “believe,” “project,” “budget,” “potential,” or
“continue,” and similar expressions are used to identify
forward-looking statements. Without limiting the generality of the
foregoing, forward-looking statements contained in this news
release specifically include statements relating to the tender
offers, including the expected timing thereof. 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
and the Partnership have based these forward-looking statements on
current expectations and assumptions about future events. While
ETRN and the Partnership consider 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 and the Partnership’s control. The risks and
uncertainties that may affect the operations, performance and
results of ETRN’s and the Partnership’s business and
forward-looking statements include, but are not limited to, those
set forth in ETRN’s and the Partnership’s respective publicly filed
reports with the Securities and Exchange Commission (the SEC),
including those set forth under Item 1A, “Risk Factors” of ETRN’s
Annual Report on Form 10-K for the year ended December 31, 2019, as
updated by Part II, Item 1A, "Risk Factors," of ETRN’s subsequent
Quarterly Reports on Form 10-Q filed with the SEC, and those set
forth under Item 1A, “Risk Factors” of the Partnership’s Annual
Report on Form 10-K for the year ended December 31, 2019 and under
Part II, Item 1A, "Risk Factors," of EQM’s Quarterly Report on Form
10-Q for the three months ended March 31, 2020 filed with the SEC
on May 14, 2020.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time. ETRN
and the Partnership assume no obligation to update forward-looking
statements to reflect circumstances or events that occur after the
date the forward-looking statements were made or to reflect the
occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against
placing undue reliance on such statements.
Source: Equitrans Midstream Corporation
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210119005172/en/
Analyst/Investor inquiries: Nate Tetlow — Vice President,
Corporate Development and Investor Relations
ntetlow@equitransmidstream.com
Media inquiries: Natalie A. Cox — Communications and
Corporate Affairs ncox@equitransmidstream.com
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