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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 21, 2024

 

 

 

Equitrans Midstream Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania 001-38629 83-0516635
(State or other jurisdiction
of incorporation)  
(Commission File Number) (IRS Employer
Identification No.)

 

2200 Energy Drive

Canonsburg, Pennsylvania

15317
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (724) 271-7600

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ 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 to Section 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 registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 


 

Item 7.01 Regulation FD Disclosure.

 

On February 21, 2024, Equitrans Midstream Corporation (the Company) issued a press release on behalf of EQM Midstream Partners, LP (EQM), its wholly owned subsidiary, announcing the commencement of a private offering of senior notes (the Offering). In connection with the Offering, EQM disclosed to certain potential investors that the borrowings outstanding as of February 20, 2024 under the Third Amended and Restated Credit Agreement, dated as of October 31, 2018, among EQM and the parties thereto (as amended), were $1,055 million and the borrowings outstanding under the Senior Secured Revolving Credit Facility, dated as of May 13, 2021, by and among Eureka Midstream Holdings, LLC, a subsidiary of the Company, and the parties thereto (as amended), were $330 million.

 

A copy of the press release announcing the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 is for information purposes only and does not constitute an offer to sell nor a solicitation of an offer to buy any securities of EQM. The information included in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)            Exhibits

 

Exhibit No. Description
   
99.1 Press Release of Equitrans Midstream Corporation dated February 21, 2024 related to the Offering.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange 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: February 21, 2024 By: /s/ Kirk R. Oliver
  Name: Kirk R. Oliver
  Title: Executive Vice President and Chief Financial Officer

 

 

 

EX-99.1 2 tm246735d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Equitrans Midstream Announces Private Offering of Senior Notes

 

CANONSBURG, PA (February 21, 2024) -- Equitrans Midstream Corporation (NYSE: ETRN) today announced that its wholly owned subsidiary, EQM Midstream Partners, LP (EQM), intends to offer, subject to market conditions, $600 million in aggregate principal amount of senior notes due 2029 (the Notes) in a private offering. EQM intends to use the net proceeds from the offering of the Notes to repay certain of its outstanding indebtedness, including borrowings under EQM’s Third Amended and Restated Credit Agreement, dated as of October 31, 2018, as amended, and for general partnership purposes.

 

The offering of the Notes has not been registered under the Securities Act of 1933, as amended (the 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. This news release is not a notice of redemption for any of the existing notes.

 

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. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of ETRN, as well as assumptions made by, and information currently available to, such management. Words such as “aim,” “anticipate,” “approximate,” “aspire,” “assume,” “believe,” “budget,” “continue,” “could,” “design,” “estimate,” “expect,” “focused,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “pursue,” “scheduled,” “seek,” “should,” “strategy,” “strive,” “target,” “view,” “will,” or “would” and similar expressions are used to identify forward-looking statements. These statements are subject to various risks and uncertainties, many of which are outside of ETRN’s and EQM’s control. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements relating to the offering, including the expected timing thereof and the anticipated source and use of proceeds therefrom, as applicable. These forward-looking 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, judicial, construction and other risks and uncertainties, many of which are difficult to predict and are 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 publicly filed reports with the Securities and Exchange Commission, including those set forth under Item 1A, “Risk Factors” of ETRN’s Annual Report on Form 10-K for the year ended December 31, 2023 and ETRN’s subsequent filings.

 

Any forward-looking statement speaks only as of the date on which such statement is made, and ETRN does not intend to correct or update any forward-looking statement, unless required by securities laws, whether as a result of new information, future events or otherwise. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

 

 


 

 

Analyst/Investor inquiries: 

Anthony DeFabio — Treasurer and Director, Investor Relations 

(412) 518-7193 

adefabio@equitransmidstream.com

 

Media inquiries: 

Natalie A. Cox — Vice President, Communications and Corporate Affairs 

ncox@equitransmidstream.com

 

Source: Equitrans Midstream Corporation

 

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