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): March 3, 2020
EQM Midstream Partners, LP
(Exact name of registrant as specified
in its charter)
Delaware
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001-35574
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37-1661577
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2200 Energy Drive
Canonsburg, Pennsylvania
(Address of principal
executive offices)
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15317
(Zip Code)
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Registrants 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:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Units Representing Limited Partner Interests
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EQM
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New York Stock Exchange
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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 7.01. Regulation FD Disclosure.
On March 3, 2020, EQM Midstream
Partners, LP (EQM) and Equitrans Midstream Corporation (ETRN) released an updated investor presentation including a new slide
7 that contains additional information regarding certain EQM capital expenditure forecasts (the Presentation). The
Presentation, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K (Current Report), is available under the
“Investors” link on EQM’s website at www.eqm-midstreampartners.com and under the “Investors”
link on ETRN’s website at www.equitransmidstream.com.
The information in this Item 7.01 of this
Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act, regardless of the
general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
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.
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.
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EQM MIDSTREAM PARTNERS, LP
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By:
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EQGP Services, LLC,
its general partner
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Date: March 3, 2020
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By:
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/s/ Kirk R. Oliver
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Name:
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Kirk R. Oliver
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Title:
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Senior Vice President and Chief Financial Officer
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Signature Page
to EQM 8-K
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