Equitrans Midstream Corporation (NYSE: ETRN) today announced
that its wholly owned subsidiary, EQM Midstream Partners, LP (the
Partnership), has commenced tender offers (each, an Offer and,
collectively, the Offers) to purchase up to $350 million in
aggregate principal amount (as such amount may be increased or
eliminated by the Partnership pursuant to the terms of the Offers,
the Aggregate Maximum Principal Amount) of its outstanding notes
listed in the table below.
The terms and conditions of the Offers are set forth in the
Partnership’s Offer to Purchase, dated January 4, 2021 (the Offer
to Purchase).
The Offer to Purchase relates to two separate Offers, one for
each series of notes (each series, a Series of Notes, and such
notes, collectively, the Notes). The Partnership’s obligation to
accept for purchase, and to pay for, Notes that are validly
tendered and not validly withdrawn pursuant to each Offer is
conditioned on the satisfaction or waiver by the Partnership of a
number of conditions, including the receipt by the Partnership of
the net proceeds from one or more debt financing transactions on
terms and in amounts reasonably satisfactory to the Partnership
(the Financing Condition). No Offer is conditioned on any minimum
amount of Notes being tendered or the consummation of any other
Offer.
Notes
CUSIP Numbers
Principal Amount
Outstanding
Acceptance Priority
Level
Tender
Consideration(1)(2)
Early Tender
Premium(1)
Total
Consideration(1)(2)(3)
4.750% notes due 2023
26885B AD2
$1,100,000,000
1
$1,042.50
$30
$1,072.50
4.000% notes due 2024
26885B AA8
$500,000,000
2
$1,030.00
$30
$1,060.00
________________
(1)
Per $1,000 principal amount of
Notes validly tendered and not validly withdrawn and accepted for
purchase.
(2)
Excludes accrued interest, which
will be paid on Notes accepted for purchase as described
herein.
(3)
Includes the Early Tender Premium
(as defined in the Offer to Purchase) for Notes validly tendered at
or prior to the Early Tender Deadline (as defined below) (and not
validly withdrawn) and accepted for purchase.
Each Offer will expire at 11:59 p.m., New York City time, on
February 1, 2021, unless extended or earlier terminated (such time
and date, as the same may be extended with respect to one or more
Offers, the Expiration Date). Holders (as defined in the Offer to
Purchase) of Notes must validly tender and not validly withdraw
their Notes at or prior to 5:00 p.m., New York City time, on
January 15, 2021 (such time and date, as the same may be extended
with respect to one or more Offers, the Early Tender Deadline) in
order to be eligible to receive the applicable Total Consideration,
which includes the Early Tender Premium for the Notes of $30 per
$1,000 principal amount of Notes tendered. Holders who validly
tender their Notes after the Early Tender Deadline and at or prior
to the Expiration Date will be eligible to receive only the
applicable Tender Consideration, as set forth in the table above.
In each case, such Holders will also be entitled to receive accrued
and unpaid interest, if any, from the last interest payment date
for the applicable Series of Notes up to, but not including, the
applicable Settlement Date (as defined below), if and when the
applicable Notes are accepted for purchase. The Offers are open to
all Holders of the Notes.
Tendered Notes may be withdrawn at or prior to 5:00 p.m., New
York City time, on January 15, 2021, by following the procedures
described in the Offer to Purchase, but may not thereafter be
validly withdrawn, except as provided for in the Offer to Purchase
or required by applicable law.
All Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Deadline having a higher Acceptance Priority
Level (as defined in the Offer to Purchase) will, subject to the
Aggregate Maximum Principal Amount, be accepted before any Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline having a lower Acceptance Priority Level are
accepted pursuant to the Offers, and all Notes validly tendered and
not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date having a higher Acceptance Priority
Level will, subject to the Aggregate Maximum Principal Amount, be
accepted before any Notes validly tendered and not validly
withdrawn after the Early Tender Deadline and at or prior to the
Expiration Date having a lower Acceptance Priority Level are
accepted pursuant to the Offers. However, Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Deadline
will be accepted, subject to the Aggregate Maximum Principal
Amount, for purchase in priority to other Notes validly tendered
and not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date, even if such Notes validly tendered
and not validly withdrawn after the Early Tender Deadline and at or
prior to the Expiration Date have a higher Acceptance Priority
Level than the Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Deadline. If the aggregate principal
amount of Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline equals or exceeds the Aggregate
Maximum Principal Amount, Holders of the Notes who validly tender
and do not validly withdraw Notes after the Early Tender Deadline
and at or prior to the Expiration Date will not have any such Notes
accepted for payment regardless of the Acceptance Priority Level of
such Notes, unless the Partnership increases the Aggregate Maximum
Principal Amount. There can be no assurance that any or all
tendered Notes of a given Acceptance Priority Level will be
accepted for purchase.
If purchasing all the validly tendered and not validly withdrawn
Notes of a given Acceptance Priority Level on the applicable
Settlement Date would cause the Aggregate Maximum Principal Amount
to be exceeded on such Settlement Date, the Partnership will accept
such Notes on a pro rata basis, to the extent any Notes of such
Acceptance Priority Level are accepted for purchase, so as to not
exceed the Aggregate Maximum Principal Amount (with adjustments to
avoid the purchase of Notes in a principal amount other than in the
applicable minimum denomination requirements contained in the
applicable indentures governing the Notes and integral multiples of
$1,000 in excess thereof). As such, there can be no assurance that
any or all tendered Notes of a given Acceptance Priority Level will
be accepted for purchase, even if validly tendered and not validly
withdrawn prior to the Early Tender Deadline.
The Partnership reserves the right, but is under no obligation,
to increase or eliminate the Aggregate Maximum Principal Amount at
any time without extending the applicable Withdrawal Deadline (as
defined in the Offer to Purchase), subject to applicable law. As
such, there can be no assurance that any or all tendered Notes of a
given Acceptance Priority Level will be accepted for purchase, even
if validly tendered and not validly withdrawn prior to the Early
Tender Deadline.
The Partnership reserves the right, but is under no obligation,
at any time after the Early Tender Deadline and before the
Expiration Date, to accept Notes that have been validly tendered
and not validly withdrawn for purchase on a date determined at the
Partnership’s option (such date, if any, the Early Settlement
Date). The Partnership currently expects the Early Settlement Date,
if any, to occur on January 20, 2021. If the Partnership chooses to
exercise its option to have an Early Settlement Date, the
Partnership will purchase any remaining Notes that have been
validly tendered and not validly withdrawn after the Early Tender
Deadline and at or prior to the Expiration Date, subject to the
Aggregate Maximum Principal Amount, the application of the
Acceptance Priority Levels, and all conditions to the Offers having
been satisfied or waived by the Partnership, on the final
settlement date (the Final Settlement Date, and each of the Early
Settlement Date and the Final Settlement Date, a Settlement Date).
The Final Settlement Date, if any, is expected to be February 3,
2021, unless extended by the Partnership. If the Partnership
chooses not to exercise its option to have an Early Settlement
Date, it will purchase all Notes that have been validly tendered
and not validly withdrawn at or prior to the Expiration Date,
subject to the Aggregate Maximum Principal Amount, the application
of the Acceptance Priority Levels, and all conditions to the Offers
having been satisfied or waived by the Partnership, on the Final
Settlement Date. No tenders of Notes submitted after the Expiration
Date will be valid.
Barclays Capital Inc. is acting as Dealer Manager and D.F. King
& Co., Inc. is acting as the Tender Agent and Information Agent
for the Offers. Requests for documents may be directed to D.F. King
& Co., Inc. at (866) 751-6313 or eqm@dfking.com. Questions
regarding the Offers may be directed to Barclays Capital Inc.
collect at (212) 528-7581 or toll-free at (800) 438-3242.
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities, including in
connection with the Financing Condition and the Offers. The Offers
to purchase the Notes are only being made pursuant to the terms of
the Offer to Purchase. The Offers are not being made in any state
or jurisdiction in which such Offers would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. None of the Partnership, the Dealer Manager,
or the Tender Agent and Information Agent is making any
recommendation as to whether or not Holders should tender their
Notes in connection with the Offers.
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 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 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 the Partnership have based these forward-looking statements on
current expectations and assumptions about future events. While
ETRN and the Partnership 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 the Partnership’s control. The risks and
uncertainties that may affect the operations, performance and
results of ETRN’s and the Partnership’s business and
forward-looking statements include, but are not limited to, those
set forth in ETRN’s and the Partnership’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 the Partnership’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 the Partnership 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.
Source: Equitrans Midstream Corporation
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210104005417/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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