Equitrans Midstream Announces Upsizing and Pricing of Private Offering of Senior Notes and Amends Terms of Tender Offers
January 04 2021 - 6:12PM
Business Wire
Equitrans Midstream Corporation (NYSE: ETRN) today announced
that its wholly owned subsidiary, EQM Midstream Partners, LP (EQM),
has priced an upsized offering of $800 million in aggregate
principal amount of its 4.50% senior notes due 2029; and $1,100
million in aggregate principal amount of its 4.75% senior notes due
2031 (collectively, Notes). This represents an increase of $150
million in the combined aggregate principal amount of the Notes
from the previously announced amount. 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 the Tender Offers (as defined below), 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. Subject to the
satisfaction of customary closing conditions, the offering is
expected to close on January 8, 2021.
On January 4, 2021, EQM also commenced tender offers (the Tender
Offers) to purchase up to $350 million in aggregate principal
amount of its outstanding 4.750% senior notes due 2023 and 4.000%
senior notes due 2024 (collectively, Target Notes). The terms and
conditions of the Tender Offers are set forth in EQM’s Offer to
Purchase, dated January 4, 2021. In connection with the upsized
offering of the Notes, ETRN hereby announces that EQM has amended
the terms of the Tender Offers to increase the maximum aggregate
principal amount of Target Notes it is offering to purchase in the
Tender Offers from $350 million to $500 million. Except as
described in this news release, all other terms of the Tender
Offers remain unchanged.
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 anticipated closing of the offering and
the Tender Offers and the 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.
Source: Equitrans Midstream Corporation
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version on businesswire.com: https://www.businesswire.com/news/home/20210104005836/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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