Record and Distribution Dates Set
EQT Corporation (NYSE:EQT) today announced that its board of
directors has approved the previously announced spin-off of
Equitrans Midstream Corporation (ETRN), a company recently formed
by EQT to hold EQT’s midstream business following the upcoming
separation of EQT’s upstream and midstream businesses.
- Record Date is set for November 1,
2018
- Distribution Date is set for November
12, 2018
- Regular-way trading for ETRN on the
NYSE to begin November 13, 2018
Separation and Distribution
The spin-off will be effected through a pro rata distribution of
80.1% of the outstanding common stock of ETRN. EQT will retain
19.9% of the outstanding common stock of ETRN. EQT’s board of
directors has declared a dividend distribution of 0.80 shares of
ETRN common stock for every one share of EQT common stock
outstanding as of the close of business on November 1, 2018, the
record date for the distribution, subject to certain conditions as
described in the Registration Statement on Form 10, as amended,
filed by ETRN. The distribution is expected to occur at 11:59 p.m.
(ET) on November 12, 2018.
The distribution of ETRN shares will be made in book-entry form
and no action or payment by EQT shareholders is required to receive
ETRN shares. No physical share certificates of ETRN will be issued.
An information statement containing details of the separation and
important information about ETRN will be available to EQT
shareholders prior to the Distribution Date.
There is currently no market for ETRN common stock. The New York
Stock Exchange (NYSE) has authorized the listing of ETRN common
stock under the symbol “ETRN,” subject to official notice of
distribution. Trading in ETRN common stock is expected to begin on
a “when-issued” basis on October 31, 2018, under the symbol “ETRN
WI” and will continue until the distribution occurs. ETRN
“when-issued” trades will settle after the completion of the
distribution.
Beginning on October 31, 2018, and continuing until the
occurrence of the distribution, EQT expects that EQT common stock
will trade in two markets on the NYSE: 1) “regular-way” market
under the symbol “EQT;” and 2) “ex-distribution” market under the
symbol “EQT WI.” Shares of EQT common stock trading in the
“regular-way” market will carry the right to receive shares of ETRN
common stock in the distribution. Shares of EQT common stock
trading in the “ex-distribution” market will not carry the right to
receive ETRN common stock.
EQT shareholders who sell their shares in the “regular-way”
market on or before November 12, 2018 will also be selling their
entitlement to receive ETRN common stock in the distribution. EQT
shareholders are encouraged to consult with their financial
advisors regarding the specific consequences of selling shares of
EQT common stock on or before November 12, 2018.
The separation of EQT’s upstream and midstream businesses will
be complete on the Distribution Date. On November 13, 2018,
“regular-way” trading will commence on the NYSE for ETRN’s common
stock under the symbol “ETRN.”
Following the separation, ETRN will own the general partner
interest and a 91.3% limited partner interest in EQGP Holdings, LP
(NYSE: EQGP), which owns the general partner interest, all of the
incentive distribution rights, and an approximate 17.9% limited
partner interest in EQM Midstream Partners, LP (NYSE: EQM). EQM
owns, operates, acquires and develops natural gas gathering,
transmission and storage, and water services assets in the
Appalachian Basin. Additionally, ETRN will hold an approximate
12.7% limited partner interest in EQM. Following the separation,
EQT will continue to hold its upstream business, which is the
largest producer of natural gas in the United States based on
average daily sales volume.
Investor Presentation
In connection with the Separation, ETRN will hold an investor
presentation on Monday, October 29, 2018. The presentation will be
webcast live beginning at approximately 10:00am (ET) via EQT’s
website at www.eqt.com and via ETRN’s web site at
www.equitransmidstream.com.
About EQT Corporation
EQT Corporation is an integrated energy company with emphasis on
Appalachian area natural gas production, gathering, and
transmission. With more than 130 years of experience and a
long-standing history of good corporate citizenship, EQT is the
largest producer of natural gas in the United States. As a leader
in the use of advanced horizontal drilling technology, EQT is
committed to minimizing the impact of drilling-related activities
and reducing its overall environmental footprint. Through safe and
responsible operations, EQT is helping to meet our nation’s growing
demand for clean-burning energy, while continuing to provide a
rewarding workplace and enrich the communities where its employees
live and work. EQT owns the general partner interest and a 91%
limited partner interest in EQGP Holdings, LP. EQGP Holdings, LP
owns the general partner interest, all of the incentive
distribution rights, and a portion of the limited partner interest
in EQM Midstream Partners, LP.
Visit EQT Corporation at www.eqt.com; and to learn more about
EQT’s sustainability efforts, please visit https://csr.eqt.com.
About EQM Midstream Partners
EQM Midstream Partners, LP (EQM) is a growth-oriented limited
partnership formed by EQT Corporation to own, operate, acquire, and
develop midstream assets in the Appalachian Basin. As the third
largest gatherer of natural gas in the United States, EQM provides
midstream services to EQT Corporation and other producers through
its strategically located natural gas transmission, storage, and
gathering systems, and water services to support energy development
and production in the Marcellus and Utica regions. EQM owns
approximately 950 miles of FERC-regulated interstate pipelines and
approximately 2,130 miles of high- and low-pressure gathering
lines.
Visit EQM Midstream Partners, LP at
www.eqm-midstreampartners.com.
About EQGP Holdings
EQGP Holdings, LP is a limited partnership that owns the general
partner interest, all of the incentive distribution rights, and a
portion of the limited partner interests in EQM Midstream Partners,
LP. EQT Corporation owns the general partner interest and a 91.3%
limited partner interest in EQGP Holdings, LP.
Visit EQGP Holdings, LP at www.eqm-midstreampartners.com.
Cautionary Statements
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. Any such
forward-looking statements are made based on information currently
known and are subject to various risks and uncertainties, including
those contained in EQT’s filings with the Securities and Exchange
Commission, including its annual report on Form 10-K for the year
ended December 31, 2017 and its quarterly reports on Form 10-Q for
the quarters ended March 31, 2018 and June 30, 2018 and the
Registration Statement on Form 10 filed by ETRN. Without limiting
the generality of the foregoing, forward-looking statements
contained in this news release specifically include the
expectations of plans, strategies, objectives and growth and
anticipated financial and operational performance of ETRN, EQT and
their subsidiaries, including whether the separation of the
midstream business and the distribution are completed, as expected
or at all, and the timing of the separation and the distribution;
whether the conditions to the separation and the distribution can
be satisfied; whether the operational, financial and strategic
benefits of the separation and the distribution can be achieved;
and whether the costs and expenses of the separation and the
distribution can be controlled within expectations. 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. EQT has based these
forward-looking statements on current expectations and assumptions
about future events. While EQT 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 EQT’s control.
Any forward-looking statement speaks only as of the date on
which such statement is made and EQT does not intend to correct or
update any forward-looking statement, whether as a result of new
information, future events or otherwise.
Information in this news release regarding EQGP and its
subsidiaries, including EQM, is derived from publicly available
information published by the partnerships.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181024006012/en/
Analyst inquiries:Nate Tetlow, 412-553-5834Investor
Relations Directorntetlow@eqt.comorMedia inquiries:Natalie
Cox, 412-395-3941Corporate Director, Communicationsncox@eqt.com
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