0001540947
True
0001540947
2020-02-25
2020-02-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 26, 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. ¨
Explanatory Note
EQM
Midstream Partners, LP (EQM) is filing this Amendment No. 1 on Form 8-K/A, which amends EQM’s Current Report on Form 8-K filed on February 28, 2020 (#001-35574) (the Original 8-K), solely for the purpose of incorporating by reference (i) the Gas
Gathering and Compression Agreement, dated as of February 26, 2020, by and among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC as Exhibit 10.2 hereto, (ii) the Credit Letter Agreement, dated as of February 26, 2020, by and between EQM and EQT Corporation as Exhibit 10.3 hereto, and (iii) the Water Services Letter Agreement,dated as of February 26, 2020, by and among EQT Production Company, Rice Drilling B LLC, EQM Gathering Opco, LLC and Equitrans Water Services (PA) LLC as Exhibit 10.4 hereto, each of which was previously omitted from the Original 8-K. No other changes have been made to the Original 8-K other than in respect of the foregoing.
Cautionary Statement Regarding Forward-Looking Information
Disclosures in this
Current Report on Form 8-K (this Current Report) 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 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 filed on February 27, 2020.
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 Equitrans Midstream Corporation (ETRN) (the EQM Merger) will be submitted to the 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 transaction. 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
EQM, EQGP
Services, LLC (the EQM General Partner), ETRN 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.
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 filed on February 27, 2020. Information regarding the directors and executive officers of ETRN is contained in
ETRN’s Form 10-K for the year ended December 31, 2019 filed on February 27, 2020. Additional information regarding the interests of participants
in the solicitation of proxies in connection with the proposed EQM Merger and ETRN’s stock issuance will be included in
the proxy statement/prospectus.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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10.2#
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Gas Gathering and Compression Agreement, dated as of February 26, 2020, by and among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, incorporated herein by reference to Exhibit 10.4 to Form 8-K/A (#001-38629) filed by Equitrans Midstream Corporation on March 13, 2020
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10.3#
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Credit Letter Agreement, dated as of February 26, 2020, by and between EQM Midstream Partners, LP and EQT Corporation, incorporated herein by reference to Exhibit 10.5 to Form 8-K/A (#001-38629) filed by Equitrans Midstream Corporation on March 13, 2020
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10.4
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Water Services Letter Agreement, dated as of February 26, 2020, by and among EQT Production Company, Rice Drilling B LLC, EQM Gathering Opco, LLC and Equitrans Water Services (PA) LLC, incorporated herein by reference to Exhibit 10.6 to Form 8-K/A (#001-38629) filed by Equitrans Midstream Corporation on March 13, 2020
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104
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The cover page from this Current Report on Form 8-K/A, formatted in Inline XBRL
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#Confidential treatment has been requested
for portions of this exhibit. Omissions are designated with brackets containing asterisks.
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,
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its general partner
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Date: March 13, 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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