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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 22, 2024
EquitransMidstream Corporation
(Exact name of registrant as specified in itscharter)
Pennsylvania 001-38629 83-0516635
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2200 Energy Drive 15317
Canonsburg
,
Pennsylvania
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, includingarea code:
(
724
)
271-7600
Check the appropriate box below if the Form 8-Kfiling is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
.. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
.. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant toSection 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, no par value ETRN New York Stock Exchange
Indicate by check mark whether the registrantis an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s) 230.405 of this
chapter) or Rule 12b-2of the Securities Exchange Act of 1934 ((s) 240.12b-2 of
this chapter).
Emerging growth company
..
If an emerging growth company, indicate by checkmark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accountingstandards provided pursuant to Section 13(a) of
the Exchange Act.
..
Item 8.01. Other Events.
Aspreviously announced, on March 10, 2024, Equitrans Midstream Corporation
("Equitrans") entered into an Agreement andPlan of Merger (the "Merger
Agreement") with EQT Corporation ("EQT"), Humpty Merger Sub Inc., an indirect
whollyowned subsidiary of EQT ("Merger Sub"), and Humpty Merger Sub LLC, an
indirect wholly owned subsidiary of EQT ("LLCSub").
Upon the terms and subject to the conditions set forth in the Merger
Agreement, Merger Sub will merge with and intoEquitrans (the "First Merger"),
with Equitrans surviving as an indirect wholly owned subsidiary of EQT (the
"First StepSurviving Corporation"), and as the second step in a single
integrated transaction with the First Merger, the First Step SurvivingCorporatio
n will be merged with and into LLC Sub (the "Second Merger" and, together with
the First Merger, the "Merger"),with LLC Sub surviving the Second Merger as an
indirect wholly owned subsidiary of EQT.
The Merger is subjectto the requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and the relatedrules and
regulations, which provide that certain transactions may not be completed
until notification and report forms have beenfurnished to the U.S. Federal
Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department
of Justice (the"DOJ") and until certain waiting periods have been terminated
or have expired. Also, pursuant to the Merger Agreement, thecompletion of the
First Merger is conditioned on, among other things, the expiration or
termination of the HSR Act waiting period (andany extensions thereof) and any
commitment to, or any agreement with, any governmental entity to delay the
consummation of, or not toconsummate before a certain date, the transactions
contemplated by the Merger Agreement. On March 22,2024, EQT and Equitrans each
filed a premerger notification and report form under the HSR Act with the FTC
and the DOJ, and on April 22,2024, EQT voluntarily withdrew and refiled its
premerger notification and report form.
On May 22, 2024, the waiting period under the HSR Act with respect to the
Merger expired. The expiration of the waiting period under theHSR Act with
respect to the Merger satisfies one of the conditions to the closing of the
Merger. Equitrans and EQT currently expect thatthe Merger will be completed in
the third quarter of 2024, subject to the satisfaction or waiver of certain
other closing conditions,including approval by Equitrans' shareholders and
approval by EQT's shareholders.
Cautionary Statements Regarding Forward-LookingStatements
This Current Report onForm 8-K (this "Report") contains "forward-looking
statements" within the meaning of the federal securitieslaws. Forward-looking
statements may be identified by words such as "anticipates," "believes,"
"cause,""continue," "could," "depend," "develop," "estimates," "expects,""foreca
sts," "goal," "guidance," "have," "impact," "implement,""increase," "intends,"
"lead," "maintain," "may," "might," "plans,""potential," "possible,"
"projected," "reduce," "remain," "result,""scheduled," "seek," "should,"
"will," "would" and other similar words orexpressions. The absence of such
words or expressions does not necessarily mean the statements are not
forward-looking. Forward-lookingstatements are not statements of historical
fact and reflect Equitrans' and EQT's current views about future events.
Theseforward-looking statements include, but are not limited to, statements
regarding the Merger, the expected closing of the Merger and thetiming thereof
and the pro forma combined company and its operations, strategies and plans,
integration, debt levels and leverage ratio,capital expenditures, cash flows
and anticipated uses thereof, synergies, opportunities and anticipated future
performance, expected accretionto earnings and free cash flow and anticipated
dividends. Information adjusted for the Merger should not be considered a
forecast of futureresults. Although Equitrans believes Equitrans'
forward-looking statements are reasonable, statements made regarding future
resultsare not guarantees of future performance and are subject to numerous
assumptions, uncertainties and risks that are difficult to predict.Actual
outcomes and results may be materially different from the results stated or
implied in such forward-looking statements includedin this Report.
2
Actualoutcomes and results may differ materially from those included in the
forward-looking statements in this Report due to a number of factors,including,
but not limited to: the occurrence of any event, change or other circumstances
that could give rise to the termination of theMerger Agreement; the
possibility that the shareholders of Equitrans may not adopt the Merger
Agreement; the possibility that shareholdersof EQT may not approve the
issuance of EQT common stock or the amendment to EQT's charter in connection
with the Merger; the riskthat Equitrans or EQT may be unable to obtain
governmental and regulatory approvals required for the Merger, or required
governmentaland regulatory approvals may delay the Merger or result in the
imposition of conditions that could cause the parties to abandon the
Merger;the risk that the parties may not be able to satisfy the conditions to
the Merger in a timely manner or at all; risks related to disruptionof
management's time from ongoing business operations due to the Merger; the risk
that any announcements relating to the Mergercould have adverse effects on the
market price of Equitrans' common stock or EQT's common stock; the risk of any
unexpectedcosts or expenses resulting from the Merger; the risk of any
litigation relating to the Merger; the risk that the Merger and its
announcementcould have an adverse effect on the ability of Equitrans and EQT
to retain and hire key personnel, on the ability of Equitrans or EQTto attract
third-party customers and maintain their relationships with derivatives and
joint venture counterparties and on Equitrans'and EQT's operating results and
businesses generally; the risk that problems may arise in successfully
integrating the businessesof Equitrans and EQT, which may result in the
combined company not operating as effectively and efficiently as expected; the
risk thatthe combined company may be unable to achieve synergies or other
anticipated benefits of the Merger or it may take longer than expectedto
achieve those synergies or benefits and other important factors that could
cause actual results to differ materially from those projected;the volatility
in commodity prices for crude oil and natural gas; Equitrans' ability to
construct, complete and place in servicethe Mountain Valley Pipeline project;
the effect of future regulatory or legislative actions on Equitrans and EQT or
the industry in whichthey operate, including the risk of new restrictions with
respect to oil and natural gas development activities; the risk that the
creditratings of the combined business may be different from what Equitrans
and EQT expect; the ability of management to execute its plans tomeet its
goals and other risks inherent in Equitrans' and EQT's businesses; public
health crises, such as pandemics and epidemics,and any related government
policies and actions; the potential disruption or interruption of Equitrans'
or EQT's operationsdue to war, accidents, political events, civil unrest,
severe weather, cyber threats, terrorist acts, or other natural or human
causesbeyond Equitrans' or EQT's control; the combined company's ability to
identify and mitigate the risks and hazards inherentin operating in the global
energy industry; and other factors detailed in Equitrans' and EQT's Annual
Reports on Form 10-Kfor the year ended December 31, 2023 and subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Allsuch
factors are difficult to predict and are beyond Equitrans' and EQT's control.
Additional risks or uncertainties thatare not currently known to Equitrans or
EQT, that Equitrans or EQT currently deem to be immaterial, or that could
apply to any companycould also cause actual outcomes and results to differ
materially from those included in the forward-looking statements in this
Report.Equitrans and EQT undertake no obligation to publicly correct or update
the forward-looking statements in this Report, in other documentsor on their
respective websites to reflect new information, future events or otherwise,
except as required by applicable law. All suchstatements are expressly
qualified by this cautionary statement. Readers are cautioned not to place
undue reliance on these forward-lookingstatements that speak only as of the
date hereof.
Important Information for Investors andShareholders; Additional Information
and Where to Find It
In connection with theMerger, EQT has filed with the U.S. Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4(the
"registration statement") that includes a preliminary joint proxy statement of
Equitrans and EQT and that also constitutesa preliminary prospectus of EQT
(the "preliminary joint proxy statement/prospectus"). The information in the
preliminary jointproxy statement/prospectus is not complete and may be
changed. After the registration statement is declared effective by the SEC, a
definitivejoint proxy statement/prospectus (the "joint proxy statement/prospectu
s") will be mailed to the shareholders of Equitransand the shareholders of
EQT. Equitrans and EQT also intend to file other documents regarding the
Merger with the SEC. This document isnot a substitute for the joint proxy
statement/prospectus or the registration statement or any other document that
Equitrans or EQT mayfile with the SEC. BEFORE MAKING ANY VOTING DECISION,
INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE
JOINTPROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
MAY BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER,AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATIONABOUT EQUITRANS, EQT, THE
MERGER, THE RISKS THERETO AND RELATED MATTERS. Investors will be able to
obtain free copies of the registrationstatement and joint proxy statement/prospe
ctus and other relevant documents filed or that will be filed with the SEC by
Equitrans or EQTthrough the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by Equitrans may be obtained freeof
charge on Equitrans' website at www.ir.equitransmidstream.com. Copies of the
documents filed with the SEC by EQT may beobtained free of charge on EQT's
website at www.ir.eqt.com/investor-relations.
3
Participants in Solicitation
Equitrans and EQT andtheir respective directors, executive officers and other
members of management and employees may be deemed to be participants in the
solicitationof proxies in connection with the Merger contemplated by the joint
proxy statement/prospectus. Information regarding Equitrans'directors and
executive officers and their ownership of Equitrans' securities is set forth
in Equitrans' filings with theSEC, including Equitrans' Annual Report on Form
10-K for the fiscal year ended December 31, 2023 and its Definitive
ProxyStatement on Schedule 14A that was filed with the SEC on March 4, 2024.
To the extent such person's ownership of Equitrans'securities has changed
since the filing of such proxy statement, such changes have been or will be
reflected on Statements of Changesin Beneficial Ownership on Form 4 filed with
the SEC. Information regarding EQT's directors and executive officers and
theirownership of EQT's securities is set forth in EQT's filings with the SEC,
including EQT's Annual Report on Form 10-Kfor the fiscal year ended December
31, 2023 and its Definitive Proxy Statement on Schedule 14A that was filed
with the SEC on March 1,2024. To the extent such person's ownership of EQT's
securities has changed since the filing of such proxy statement, suchchanges
have been or will be reflected on Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC. Additionalinformation regarding the
interests of those persons and other persons who may be deemed participants in
the Merger may be obtained byreading the joint proxy statement/prospectus and
other relevant materials that will be filed with the SEC regarding the Merger
when suchdocuments become available. You may obtain free copies of these
documents as described in the preceding paragraph.
No Offer or Solicitation
This Report relates tothe Merger. This Report is for informational purposes
only and shall not constitute an offer to sell or exchange, or the
solicitationof an offer to buy or exchange, any securities or a solicitation
of any vote or approval, in any jurisdiction, pursuant to the Mergeror
otherwise, nor shall there be any sale, issuance, exchange or transfer of the
securities referred to in this document in any jurisdictionin contravention of
applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10of the Securities Act of
1933, as amended.
4
SIGNATURES
Pursuant to the requirements of the SecuritiesExchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Equitrans Midstream Corporation
Date: May 23, 2024 By: /s/ Kirk R. Oliver
Name: Kirk R. Oliver
Title: Executive Vice President and Chief Financial Officer
5
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