PITTSBURGH--(BUSINESS WIRE)--EQT Corporation (NYSE:EQT) today announced that its board of directors
has approved the previously announced spin-off of Equitrans Midstream
Corporation (ETRN), a company recently formed by EQT to hold EQT’s
midstream business following the upcoming separation of EQT’s upstream
and midstream businesses.
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Record Date is set for November 1, 2018
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Distribution Date is set for November 12, 2018
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Regular-way trading for ETRN on the NYSE to begin November 13, 2018
Separation and Distribution
The spin-off will be effected through a pro rata distribution of 80.1%
of the outstanding common stock of ETRN. EQT will retain 19.9% of the
outstanding common stock of ETRN. EQT’s board of directors has declared
a dividend distribution of 0.80 shares of ETRN common stock for every
one share of EQT common stock outstanding as of the close of business on
November 1, 2018, the record date for the distribution, subject to
certain conditions as described in the Registration Statement on Form
10, as amended, filed by ETRN. The distribution is expected to occur at
11:59 p.m. (ET) on November 12, 2018.
The distribution of ETRN shares will be made in book-entry form and no
action or payment by EQT shareholders is required to receive ETRN
shares. No physical share certificates of ETRN will be issued. An
information statement containing details of the separation and important
information about ETRN will be available to EQT shareholders prior to
the Distribution Date.
There is currently no market for ETRN common stock. The New York Stock
Exchange (NYSE) has authorized the listing of ETRN common stock under
the symbol “ETRN,” subject to official notice of distribution. Trading
in ETRN common stock is expected to begin on a “when-issued” basis on
October 31, 2018, under the symbol “ETRN WI” and will continue until the
distribution occurs. ETRN “when-issued” trades will settle after the
completion of the distribution.
Beginning on October 31, 2018, and continuing until the occurrence of
the distribution, EQT expects that EQT common stock will trade in two
markets on the NYSE: 1) “regular-way” market under the symbol “EQT;” and
2) “ex-distribution” market under the symbol “EQT WI.” Shares of EQT
common stock trading in the “regular-way” market will carry the right to
receive shares of ETRN common stock in the distribution. Shares of EQT
common stock trading in the “ex-distribution” market will not carry the
right to receive ETRN common stock.
EQT shareholders who sell their shares in the “regular-way” market on or
before November 12, 2018 will also be selling their entitlement to
receive ETRN common stock in the distribution. EQT shareholders are
encouraged to consult with their financial advisors regarding the
specific consequences of selling shares of EQT common stock on or before
November 12, 2018.
The separation of EQT’s upstream and midstream businesses will be
complete on the Distribution Date. On November 13, 2018, “regular-way”
trading will commence on the NYSE for ETRN’s common stock under the
symbol “ETRN.”
Following the separation, ETRN will own the general partner interest and
a 91.3% limited partner interest in EQGP Holdings, LP (NYSE: EQGP),
which owns the general partner interest, all of the incentive
distribution rights, and an approximate 17.9% limited partner interest
in EQM Midstream Partners, LP (NYSE: EQM). EQM owns, operates, acquires
and develops natural gas gathering, transmission and storage, and water
services assets in the Appalachian Basin. Additionally, ETRN will hold
an approximate 12.7% limited partner interest in EQM. Following the
separation, EQT will continue to hold its upstream business, which is
the largest producer of natural gas in the United States based on
average daily sales volume.
Investor Presentation
In connection with the Separation, ETRN will hold an investor
presentation on Monday, October 29, 2018. The presentation will be
webcast live beginning at approximately 10:00am (ET) via EQT’s website
at www.eqt.com
and via ETRN’s web site at www.equitransmidstream.com.
About EQT Corporation
EQT Corporation is an integrated energy company with emphasis on
Appalachian area natural gas production, gathering, and transmission.
With more than 130 years of experience and a long-standing history of
good corporate citizenship, EQT is the largest producer of natural gas
in the United States. As a leader in the use of advanced horizontal
drilling technology, EQT is committed to minimizing the impact of
drilling-related activities and reducing its overall environmental
footprint. Through safe and responsible operations, EQT is helping to
meet our nation’s growing demand for clean-burning energy, while
continuing to provide a rewarding workplace and enrich the communities
where its employees live and work. EQT owns the general partner interest
and a 91% limited partner interest in EQGP Holdings, LP. EQGP Holdings,
LP owns the general partner interest, all of the incentive distribution
rights, and a portion of the limited partner interest in EQM Midstream
Partners, LP.
Visit EQT Corporation at www.eqt.com;
and to learn more about EQT’s sustainability efforts, please visit https://csr.eqt.com.
About EQM Midstream Partners
EQM Midstream Partners, LP (EQM) is a growth-oriented limited
partnership formed by EQT Corporation to own, operate, acquire, and
develop midstream assets in the Appalachian Basin. As the third largest
gatherer of natural gas in the United States, EQM provides midstream
services to EQT Corporation and other producers through its
strategically located natural gas transmission, storage, and gathering
systems, and water services to support energy development and production
in the Marcellus and Utica regions. EQM owns approximately 950 miles of
FERC-regulated interstate pipelines and approximately 2,130 miles of
high- and low-pressure gathering lines.
Visit EQM Midstream Partners, LP at www.eqm-midstreampartners.com.
About EQGP Holdings
EQGP Holdings, LP is a limited partnership that owns the general partner
interest, all of the incentive distribution rights, and a portion of the
limited partner interests in EQM Midstream Partners, LP. EQT Corporation
owns the general partner interest and a 91.3% limited partner interest
in EQGP Holdings, LP.
Visit EQGP Holdings, LP at www.eqm-midstreampartners.com.
Cautionary Statements
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 of 1933,
as amended. Statements that do not relate strictly to historical or
current facts are forward-looking. Any such forward-looking statements
are made based on information currently known and are subject to various
risks and uncertainties, including those contained in EQT’s filings with
the Securities and Exchange Commission, including its annual report on
Form 10-K for the year ended December 31, 2017 and its quarterly reports
on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018 and
the Registration Statement on Form 10 filed by ETRN. Without limiting
the generality of the foregoing, forward-looking statements contained in
this news release specifically include the expectations of plans,
strategies, objectives and growth and anticipated financial and
operational performance of ETRN, EQT and their subsidiaries, including
whether the separation of the midstream business and the distribution
are completed, as expected or at all, and the timing of the separation
and the distribution; whether the conditions to the separation and the
distribution can be satisfied; whether the operational, financial and
strategic benefits of the separation and the distribution can be
achieved; and whether the costs and expenses of the separation and the
distribution can be controlled within expectations. These 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. EQT has based these forward-looking statements on
current expectations and assumptions about future events. While EQT
considers these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory and other risks and uncertainties, many of which are
difficult to predict and beyond EQT’s control.
Any forward-looking statement speaks only as of the date on which such
statement is made and EQT does not intend to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Information in this news release regarding EQGP and its subsidiaries,
including EQM, is derived from publicly available information published
by the partnerships.
