EXPLANATORY NOTE
NAME CHANGE OF PLAN
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8, File No. 333-182460 (the Registration Statement), of EQM Midstream Partners, LP, a Delaware limited partnership (EQM), filed with the Securities and Exchange Commission on June 29, 2012. The Registration Statement registered 2,000,000 common units representing limited partner interests in EQM (EQM Common Units) under the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (the Plan).
On February 22, 2019, EQM completed its previously announced simplification transaction pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019 (the IDR Merger Agreement), by and among EQM, Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), EQM Midstream Services, LLC, a Delaware limited liability company and the former general partner of EQM (the Former EQM General Partner), EQGP Holdings, LP, a Delaware limited partnership (EQGP), EQGP Services, LLC, a Delaware limited liability company and the new general partner of EQM (the New EQM General Partner), Equitrans Merger Sub, LP, a Delaware limited partnership (Merger Sub), Equitrans Transaction Sub GP, LLC, a Delaware limited liability company and the new general partner of EQGP, and certain other parties thereto. Pursuant to the IDR Merger Agreement, on February 22, 2019, (i) Merger Sub merged with and into EQGP (the Merger) with EQGP continuing as the surviving limited partnership and a wholly owned subsidiary of EQM following the Merger, and (ii) each of (a) the incentive distribution rights in EQM, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding common units representing limited partner interests in EQGP, were cancelled, and as consideration for such cancellation, certain affiliates of ETRN received 80,000,000 newly-issued EQM Common Units and 7,000,000 newly-issued Class B units, both representing limited partner interests in EQM, and the New EQM General Partner retained the non-economic general partner interest in EQM (the EQM IDR Transaction).
As a result of the EQM IDR Transaction, the New EQM General Partner replaced the Former EQM General Partner as the general partner of EQM. Effective February 22, 2019 and following the consummation of the EQM IDR Transaction, the New EQM General Partner assumed the administration of the Plan and adopted the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, which is intended to be a restatement of the Plan (the Amended and Restated Plan).
Accordingly, this Post-Effective Amendment No. 1 to EQMs Registration Statement on Form S-8 is filed to change the name of the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan to the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan. The units registered under the Plan are not being deregistered by this Post-Effective Amendment No.1, and all portions of the Registration Statement, except for the name change of the Plan, remain in full force and effect.