Equitrans Midstream Corporation (NYSE: ETRN) (Equitrans) today
announced that it has issued a notice of full redemption (the
Redemption) for all issued and outstanding shares of its Series A
Perpetual Convertible Preferred Shares, no par value (CUSIP:
294600-200) (the Preferred Stock). As previously announced, on
March 10, 2024, Equitrans, EQT Corporation (EQT) and the other
parties thereto entered into an Agreement and Plan of Merger (the
Merger Agreement). On June 25, 2024, EQT delivered to Equitrans a
written election exercising its right under Section 5.19 of the
Merger Agreement to cause Equitrans to effect the Redemption.
Notwithstanding the foregoing, Equitrans has no obligation to
purchase and redeem the Preferred Stock unless EQT has deposited
with Equiniti Trust Company, LLC, Equitrans’ paying agent for the
Preferred Stock (the Paying Agent), sufficient funds to effect the
Redemption, and the deposit of such funds and any instructions and
authority to pay such funds to holders of the Preferred Stock
(Holders) in the Redemption has occurred at least one hour prior to
the consummation of the proposed merger transaction between
Equitrans and EQT (the Merger). In the event the Merger will not be
consummated, the Redemption will not be effected. In addition, the
Redemption will supersede elections made by Holders in connection
with the Notice of Change of Control mailed to Holders on or about
June 24, 2024, and such elections shall have no force or effect
once the Redemption occurs. In lieu of their election, Holders will
have their Preferred Stock redeemed in full. Such redemption is
expected to occur on July 22, 2024 (or such later date as may be
contemplated by virtue of the timing of the consummation of the
Merger) (the Redemption Date).
The Preferred Stock will be redeemed in cash at a price per
share of $22.83 (assuming the Redemption occurs on July 22, 2024)
(the Redemption Price), which is equal to the greater of (i) the
sum of (a)(1) $19.99 multiplied by (2) 110%, plus (b) the accrued
and unpaid dividends as of the Redemption Date; and (ii) the amount
a Holder would receive if such Holder converted a share of the
Preferred Stock into shares of common stock of Equitrans pursuant
to Section 6(a) of the Second Amended and Restated Articles of
Incorporation of Equitrans (the Articles) using the then-applicable
conversion rate and Equitrans liquidated immediately thereafter.
The Redemption Price is expected to be deposited by EQT to the
Paying Agent on the Redemption Date. From and after the Redemption
Date, dividends will cease to accrue on the Preferred Stock and all
other rights of the Holders will terminate, except the right to
receive the Redemption Price.
Preferred Stock held through The Depository Trust Company (DTC)
will be redeemed in accordance with the procedures of DTC. Payment
to DTC for the Preferred Stock will be made by the Paying Agent.
Questions about the notice of redemption and related materials
should be directed to the Paying Agent by mail at Equiniti Trust
Company, LLC, 55 Challenger Road, Suite 200, Ridgefield Park, New
Jersey 07660, Attn: Reorganization Department or by telephone at
(718) 921-8317.
This news release does not constitute a notice of redemption
under the Articles and is qualified in its entirety by reference to
the notice of redemption issued by Equitrans.
About Equitrans Midstream Corporation:
Equitrans Midstream Corporation has a premier asset footprint in
the Appalachian Basin and, as the parent company of EQM Midstream
Partners, is one of the largest natural gas gatherers in the United
States. Through its strategically located infrastructure assets in
the Marcellus and Utica regions, Equitrans has an operational focus
on gas transmission and storage systems, gas gathering systems, and
water services that support natural gas development and production
across the Basin. With a rich 140-year history in the energy
industry, Equitrans was launched as a standalone company in 2018
with a vision to be the premier midstream services provider in
North America. While working to meet America's growing need for
clean-burning energy, Equitrans is proud of its environmental,
social, and governance (ESG) practices, striving every day to
preserve and protect the environment, provide an engaging workplace
for its employees, support and enrich its local communities, and to
deliver sustained value for customers and shareholders.
Visit www.equitransmidstream.com; and to learn more about our
ESG practices visit Equitrans Sustainability Reporting.
Cautionary Statements Regarding Forward-Looking
Statements
This news release (this “Release”) contains “forward-looking
statements” within the meaning of the federal securities laws.
Forward-looking statements may be identified by words such as
“anticipates,” “believes,” “cause,” “continue,” “could,” “depend,”
“develop,” “estimates,” “expects,” “forecasts,” “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 or expressions.
The absence of such words or expressions does not necessarily mean
the statements are not forward-looking. Forward-looking statements
are not statements of historical fact and reflect Equitrans’ and
EQT’s current views about future events. These forward-looking
statements include, but are not limited to, statements regarding
the Merger, the Redemption, Equitrans’ receipt of sufficient funds
to complete the Redemption and the expected completion of the
Redemption and the Merger and the timing thereof. Although
Equitrans believes the forward-looking statements are reasonable,
statements made regarding future results are 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 included in
this Release.
Actual outcomes and results may differ materially from those
included in the forward-looking statements in this Release 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 the Merger Agreement; the possibility that
shareholders of EQT may not approve the issuance of EQT common
stock or the amendment to EQT’s charter in connection with the
Merger; the possibility that the shareholders of Equitrans may not
adopt the Merger Agreement; the risk that required governmental and
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 disruption of management’s time from ongoing business
operations due to the Merger; the risk that any announcements
relating to the Merger could have adverse effects on the market
price of EQT’s common stock or Equitrans’ common stock; the risk of
any unexpected costs or expenses resulting from the Merger; the
risk of any litigation relating to the Merger; the risk that the
Merger and its announcement could have an adverse effect on the
ability of EQT and Equitrans to retain and hire key personnel, on
the ability of EQT or Equitrans to attract third-party customers
and maintain their relationships with derivatives and joint venture
counterparties and on EQT’s and Equitrans’ operating results and
businesses generally; the risk that problems may arise in
successfully integrating the businesses of EQT and Equitrans, which
may result in the combined company not operating as effectively and
efficiently as expected; the risk that the combined company may be
unable to achieve synergies or other anticipated benefits of the
Merger or it may take longer than expected to 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 satisfy the condition in the Merger Agreement
relating to the Federal Energy Regulatory Commission authorization
regarding in service of the Mountain Valley Pipeline project as of
the closing date of the Merger; the effect of future regulatory or
legislative actions on EQT and Equitrans or the industry in which
they operate, including the risk of new restrictions with respect
to oil and natural gas development activities; the risk that the
credit ratings of the combined business may be different from what
EQT and Equitrans expect; the ability of management to execute its
plans to meet its goals and other risks inherent in EQT’s and
Equitrans’ businesses; public health crises, such as pandemics and
epidemics, and any related government policies and actions; the
potential disruption or interruption of EQT’s or Equitrans’
operations due to war, accidents, political events, civil unrest,
severe weather, cyber threats, terrorist acts, or other natural or
human causes beyond EQT’s or Equitrans’ control; the combined
company’s ability to identify and mitigate the risks and hazards
inherent in operating in the global energy industry; and other
factors detailed in EQT’s and Equitrans’ Annual Reports on Form
10-K for the year ended December 31, 2023 and subsequent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. All such
factors are difficult to predict and are beyond EQT’s and
Equitrans’ control. Additional risks or uncertainties that are not
currently known to EQT or Equitrans, that EQT or Equitrans
currently deem to be immaterial, or that could apply to any company
could also cause actual outcomes and results to differ materially
from those included in the forward-looking statements in this
Release. EQT and Equitrans undertake no obligation to publicly
correct or update the forward-looking statements in this Release,
in other documents or on their respective websites to reflect new
information, future events or otherwise, except as required by
applicable law. All such statements are expressly qualified by this
cautionary statement. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of
the date hereof.
Important Information for Investors and Shareholders;
Additional Information and Where to Find It
In connection with the Merger, EQT filed with the U.S.
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (the “registration statement”) that includes
a joint proxy statement of Equitrans and EQT and that also
constitutes a prospectus of EQT. The registration statement was
declared effective by the SEC on June 4, 2024, and Equitrans and
EQT commenced mailing the definitive joint proxy
statement/prospectus (the “joint proxy statement/prospectus”) to
their respective shareholders on or around June 5, 2024. Equitrans
and EQT also intend to file other documents regarding the Merger
with the SEC. This document is not a substitute for the joint proxy
statement/prospectus or the registration statement or any other
document that Equitrans or EQT may file with the SEC. BEFORE MAKING
ANY VOTING DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT, THE JOINT PROXY 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 INFORMATION ABOUT EQUITRANS,
EQT, THE MERGER, THE RISKS THERETO AND RELATED MATTERS. Investors
will be able to obtain free copies of the registration statement
and joint proxy statement/prospectus and other relevant documents
filed or that will be filed with the SEC by Equitrans or EQT
through the website maintained by the SEC at www.sec.gov. Copies of
the documents filed with the SEC by Equitrans may be obtained free
of charge on Equitrans’ website at www.ir.equitransmidstream.com.
Copies of the documents filed with the SEC by EQT may be obtained
free of charge on EQT’s website at
www.ir.eqt.com/investor-relations.
No Offer or Solicitation
This Release relates to the Merger. This Release is for
informational purposes only and shall not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities or a solicitation of any vote or approval,
in any jurisdiction, pursuant to the Merger or otherwise, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this document in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240703526512/en/
Analyst inquiries: Anthony DeFabio – Treasurer and
Director, Investor Relations 412.518.7139
adefabio@equitransmidstream.com
Media inquiries: Natalie A. Cox – Vice President,
Communications and Corporate Affairs
ncox@equitransmidstream.com
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