Item 1.02 Termination of a Material Definitive Agreement
Omnibus Agreement
In connection with, and effective upon the completion of, the EQM Merger
(defined below), Equitrans Midstream Corporation, a Pennsylvania corporation
(ETRN), EQM Midstream Partners, LP, a Delaware limited partnership (EQM), EQGP
Services, LLC, a Delaware limited liability company, a wholly owned subsidiary
of ETRN and the general partner of EQM (the EQM General Partner), and EQM
Midstream Services, LLC, a Delaware limited liability company and the prior
general partner of EQM (the Prior General Partner) (collectively, the Parties),
mutually agreed to terminate that certain Amended and Restated Omnibus
Agreement, dated March 31, 2019, by and among ETRN, EQM, the EQM General Partner
and, for the limited purposes set forth therein, the Prior General Partner (the
Omnibus Agreement), pursuant to which and among other things, ETRN was granted a
license to use certain marks. In connection with such termination, the Parties
agreed that the right of ETRN and EQM to utilize or possess the trademarks
licensed under the Omnibus Agreement will continue without termination.
Secondment Agreement
Also in connection with the EQM Merger, that certain Secondment Agreement, dated
November 13, 2018, by and among ETRN, EQM and the EQM General Partner (the
Secondment Agreement), pursuant to which certain operation and management
services were provided to EQM, automatically terminated in accordance with its
terms upon the termination of the Omnibus Agreement. Certain indemnification
obligations included in the Secondment Agreement survived the termination.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Merger Agreement
On June 17, 2020, LS Merger Sub, LLC, a Delaware limited liability company
(Merger Sub) and an indirect wholly owned subsidiary of ETRN, merged with and
into EQM, with EQM surviving the merger (the EQM Merger), pursuant to that
certain Agreement and Plan of Merger, dated as of February 26, 2020 (the Merger
Agreement), by and among ETRN, EQM LP Corporation, a Delaware corporation and a
wholly owned subsidiary of ETRN, Merger Sub, EQM and the EQM General Partner.
Upon consummation of the EQM Merger, ETRN acquired all of the outstanding common
units representing limited partner interests in EQM (EQM Common Units) that ETRN
and its subsidiaries did not already own.
Pursuant to the Merger Agreement, at the effective time of the EQM Merger (the
Effective Time), subject to applicable withholding tax, (i) each outstanding EQM
Common Unit, other than EQM Common Units owned by ETRN or its subsidiaries, was
converted into the right to receive 2.44 shares of ETRN common stock, no par
value (ETRN common stock and, such amount, the Merger Consideration); (ii) (x)
$600.0 million aggregate principal amount of EQM's Series A Perpetual
Convertible Preferred Units (each, a Series A Preferred Unit) issued and
outstanding immediately prior to the Effective Time were redeemed by EQM for
cash at 101% of the cash purchase price of $48.77 per Series A Preferred Unit
(the Series A Preferred Unit Purchase Price) plus any accrued and unpaid
distribution amounts and partial period distribution amounts, and (y) each
remaining Series A Preferred Unit issued and outstanding immediately prior to
the Effective Time was exchanged for 2.44 shares of a newly authorized and
created series of preferred stock, without par value, of ETRN, convertible into
ETRN common stock (ETRN Preferred Shares); and (iii) each outstanding phantom
unit relating to an EQM Common Unit issued pursuant to the Amended and Restated
EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019
(the EQM LTIP), and any other award issued pursuant to the EQM LTIP, whether
vested or unvested, was converted into the right to receive, with respect to
each EQM Common Unit subject thereto, the Merger Consideration (plus any accrued
but unpaid amounts in relation to distribution equivalent rights). The interests
in EQM owned by ETRN and its subsidiaries (including the Class B units
representing limited partner interests of EQM) remain outstanding as limited
partner interests in the surviving entity. The EQM General Partner continues to
own the non-economic general partner interest in the surviving entity.
Pursuant to the Merger Agreement, ETRN issued approximately 203.1 million shares
of ETRN common stock to the holders of EQM Common Units as the Merger
Consideration as described above.
--------------------------------------------------------------------------------
The terms of the Merger Agreement were unanimously approved by the conflicts
committee (the Conflicts Committee) of the Board of Directors of the EQM General
Partner (the Board), which was composed of independent members of the Board. The
Conflicts Committee retained independent financial advisors to assist in
evaluating the Merger Consideration.
The Merger Agreement is filed as Exhibit 2.1 to EQM's Current Report on Form 8-K
filed with the Securities and Exchange Commission (the SEC) on February 28,
2020, which agreement is incorporated herein by reference. The foregoing summary
has been included to provide investors and security holders with information
regarding the terms of the Merger Agreement and is qualified in its entirety by
the terms and conditions of the Merger Agreement. It is not intended to provide
any other factual information about EQM, ETRN or their respective subsidiaries
and affiliates.
Preferred Restructuring Agreement
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
To the extent applicable, the information included under Item 2.01 above is
incorporated into this Item 3.01 by reference.
In connection with the consummation of the EQM Merger, the New York Stock
Exchange (the NYSE) was notified that each outstanding EQM Common Unit issued
and outstanding immediately prior to the Effective Time (other than EQM Common
Units owned by ETRN or its subsidiaries) was converted, pursuant to the EQM
Merger, into the right to receive the Merger Consideration, subject to the terms
and conditions of the Merger Agreement. EQM requested that the NYSE file a
notification of removal from listing on Form 25 with the SEC with respect to the
delisting of the EQM Common Units from the NYSE and to deregister the EQM Common
Units under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the Exchange Act). The EQM Common Units were suspended from trading on the NYSE
prior to the opening of trading on June 17, 2020.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 and Item 3.01 is incorporated into
this Item 3.03 by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth under Item 2.01 is incorporated into this Item 5.01 by
reference.
--------------------------------------------------------------------------------
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the EQM Merger, as of the Effective Time, Thomas F. Karam,
Michael A. Bryson, Kenneth M. Burke, Diana M. Charletta, Robert J. Cooper, Kirk
R. Oliver and Lara E. Washington stepped down from their respective roles as
members of the Board. The decision of each of Messrs. Karam, Bryson, Burke,
Cooper and Oliver and Mses. Charletta and Washington to step down as a member of
the Board was not the result of any disagreement with the EQM General Partner or
EQM on any matter relating to the operations, policies or practices of the EQM
General Partner or EQM, and was solely as a result of the EQM Merger.
In addition, as of the Effective Time, Diana M. Charletta, Kirk R. Oliver and
Brian P. Pietrandrea were each appointed as a member of the Board and the number
of members of the Board was decreased from seven to three.
Mr. Pietrandrea was appointed as Controller of the EQM General Partner in July
2019 and assumed the role of Vice President and Chief Accounting Officer in
August 2019. He was appointed Vice President and Chief Accounting of ETRN in
August 2019, after serving as controller of certain subsidiaries of ETRN since
the separation of EQT Corporation's (EQT) midstream business from its upstream
business (the Separation) on November 12, 2018. Prior to joining ETRN,
Mr. Pietrandrea served in various roles of increasing responsibility at a
subsidiary of EQT, including Director, Partnership Accounting and Reporting,
from October 2013 through February 2017, Controller, from March 2017 through
February 2018, and Vice President and Controller, from March 2018 through the
Separation.
Item 7.01 Regulation FD Disclosure.
On June 17, 2020, EQM and ETRN issued a joint news release announcing the
completion of the EQM Merger. A copy of the news release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference into
this Item 7.01.
Also on June 17, 2020 EQM and ETRN will release an updated Investor Presentation
(Presentation) to be used from time to time in meetings with investors and
analysts. The Presentation will be available under the "Investors" link on
ETRN's website at www.equitransmidstream.com.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange
Act, and will not be incorporated by reference into any filing under the
Exchange Act or the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1* Agreement and Plan of Merger, dated as of February 26, 2020, by and
among Equitrans Midstream Corporation, EQM LP Corporation, LS Merger
Sub, LLC, EQM Midstream Partners, LP and EQGP Services, LLC,
incorporated herein by reference to Exhibit 2.1 to Form 8-K
(#001-35574) filed by EQM Midstream Partners, LP on February 28,
2020.
10.1 Preferred Restructuring Agreement, dated as of February 26, 2020,
by and among Equitrans Midstream Corporation, EQM Midstream Partners,
LP and the Investors party thereto, incorporated herein by reference
to Exhibit 10.1 to Form 8-K (#001-35574) filed by EQM Midstream
Partners, LP on February 28, 2020.
99.1 Equitrans Midstream Corporation / EQM Midstream Partners, LP News
Release, dated June 17, 2020 (furnished solely for purposes of Item
7.01 of this Current Report on Form 8-K).
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. EQM Midstream Partners, LP hereby undertakes to furnish
supplemental copies of any of the omitted schedules and exhibits upon request
by the Securities and Exchange Commission.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses