Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Cautionary Statement Regarding Forward-Looking Information
Disclosures in this Current Report contain
certain forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act.
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 Current Report specifically include the expectations of plans, strategies, objectives and growth and anticipated financial
and operational performance of EQM and its affiliates. 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. EQM has based these forward-looking statements
on current expectations and assumptions about future events. While EQM 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 EQM’s control. The risks and uncertainties that may affect the operations, performance
and results of EQM’s business and forward-looking statements include, but are not limited to, those set forth in EQM’s
publicly filed reports with the Securities and Exchange Commission (the SEC), including those set forth under Item 1A, “Risk
Factors” of EQM’s Form 10-K for the year ended December 31, 2019.
All forward-looking statements speak only
as of the date they are made and are based on information available at that time. EQM assumes 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.
Additional Information and Where to Find It
This Current Report does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed
merger between EQM and ETRN (the EQM Merger) will be submitted to unitholders of EQM and the shareholders of ETRN for their consideration.
In connection with their proposed merger,
EQM and ETRN intend to file a registration statement on Form S-4 containing a proxy statement/prospectus (the Form S-4) with the
SEC. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other
documents that EQM or ETRN may file with the SEC or send to unitholders of EQM or shareholders of ETRN in connection with the proposed
transactions. UNITHOLDERS OF EQM AND SHAREHOLDERS OF ETRN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN IF AND WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. When available, investors
and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus and the registration
statement, and any other documents that may be filed with the SEC with respect to the proposed transactions free of charge at the
SEC’s website, http://www.sec.gov or as described in the following paragraph.
The documents filed with the SEC by EQM
may be obtained free of charge at its website (www.eqm-midstreampartners.com) or by requesting them by mail at EQM Midstream Partners,
LP, 2200 Energy Drive, Canonsburg, PA 15317, Attention: Corporate Secretary, or by telephone at (724) 271-7600. The documents filed
with the SEC by ETRN may be obtained free of charge at its website (www.equitransmidstream.com) or by requesting them by mail at
Equitrans Midstream Corporation, 2200 Energy Drive, Canonsburg, PA 15317, Attention: Corporate Secretary, or by telephone at (724)
271-7600.
Participants in the Solicitation
ETRN, EQM, EQGP Services, LLC (the EQM General
Partner) and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
in connection with the proposed EQM Merger and ETRN’s stock issuance (ETRN Stock Issuance). Information regarding the directors
and executive officers of the EQM General Partner is contained in EQM’s Form 10-K for the year ended December 31, 2019. Information
regarding the directors and executive officers of ETRN is contained in ETRN’s Form 10-K for the year ended December 31, 2019.
Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed EQM
Merger and ETRN Stock Issuance will be included in the proxy statement/prospectus.