Equitrans Midstream Announces Private Offering of Senior Notes
January 04 2021 - 08:06AM
Business Wire
Equitrans Midstream Corporation (NYSE: ETRN) today announced
that its wholly owned subsidiary, EQM Midstream Partners, LP (EQM),
intends to offer, subject to market conditions, $1.75 billion in
aggregate principal amount of senior unsecured notes (collectively,
Notes) in a private offering. EQM intends to use the net proceeds
from the offering of the Notes to repay outstanding term loan
borrowings, to purchase a portion of its outstanding indebtedness
in tender offers with respect to several series of outstanding
notes, which commenced on January 4, 2021, with a maximum aggregate
principal amount of $350 million (the Tender Offers), and for
general partnership purposes. In the event the Tender Offers are
not consummated, or the net proceeds from the offering are
otherwise in excess of the amount needed to fund the Tender Offers,
EQM intends to use any remaining proceeds to repay certain of its
outstanding indebtedness, including borrowings under its $3 billion
credit facility, or to prefund capital expenditures and/or capital
contributions to Mountain Valley Pipeline, LLC.
The offering of the Notes has not been registered under the
Securities Act of 1933, as amended (Securities Act), or any state
securities laws and, unless so registered, the Notes may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Notes are being offered only to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act and to non-U.S. persons in
transactions outside the United States pursuant to Regulation S
under the Securities Act.
This news release is neither an offer to sell nor a solicitation
of an offer to buy the Notes or any other securities and shall not
constitute an offer to sell or a solicitation of an offer to buy,
or a sale of, the Notes or any other securities in any jurisdiction
in which such offer, solicitation or sale is unlawful.
Cautionary Statement Regarding Forward-Looking
Information 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. 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 news
release specifically include statements relating to the offering
and the Tender Offers, including the expected timing thereof and
the anticipated use of proceeds therefrom, as applicable. 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. ETRN
and EQM have based these forward-looking statements on current
expectations and assumptions about future events. While ETRN and
EQM consider 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 ETRN’s and EQM’s control.
The risks and uncertainties that may affect the operations,
performance and results of ETRN’s and EQM’s business and
forward-looking statements include, but are not limited to, those
set forth in ETRN’s and EQM’s respective publicly filed reports
with the Securities and Exchange Commission (the SEC), including
those set forth under Item 1A, “Risk Factors” of ETRN’s Annual
Report on Form 10-K for the year ended December 31, 2019, as
updated by Part II, Item 1A, "Risk Factors," of ETRN’s subsequent
Quarterly Reports on Form 10-Q filed with the SEC, and those set
forth under Item 1A, “Risk Factors” of EQM’s Annual Report on Form
10-K for the year ended December 31, 2019 and under Part II, Item
1A, "Risk Factors," of EQM’s Quarterly Report on Form 10-Q for the
three months ended March 31, 2020 filed with the SEC on May 14,
2020.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time. ETRN
and EQM assume 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210104005416/en/
Analyst/Investor inquiries: Nate Tetlow — Vice President,
Corporate Development and Investor Relations
ntetlow@equitransmidstream.com
Media inquiries: Natalie A. Cox — Communications and
Corporate Affairs ncox@equitransmidstream.com
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