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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
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 |
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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Equitrans Midstream (NYSE:ETRN)
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부터 4월(4) 2024 으로 5월(5) 2024
Equitrans Midstream (NYSE:ETRN)
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