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Equitrans Midstream Announces Early Tender Results and Upsize of Previously Announced Cash Tender Offers to an Aggregate Principal Amount of $500 Million from $200 Million

06/13/2022

Equitrans Midstream Corporation (NYSE: ETRN) today announced the early results of the previously announced tender offers (each, an Offer and, collectively, the Offers) by its wholly owned subsidiary, EQM Midstream Partners, LP (the Partnership), to purchase for cash its outstanding notes set forth in the table below (the Notes). In connection with the early tender results, ETRN hereby announces that the Partnership has amended the terms of the Offers to increase the maximum aggregate principal amount of the Notes it is offering to purchase in the Offers from $200 million to $500 million (as increased and amended, the Aggregate Maximum Principal Amount) with a cap on the 2025 Notes (as defined below) of $300 million in aggregate principal amount (the 2025 Cap).

The terms and conditions of the Offers are set forth in the Partnership’s Offer to Purchase, dated May 31, 2022 (as amended by this press release, the Offer to Purchase).

As of 5:00 p.m., New York City time, on June 13, 2022 (such time and date, the Early Tender Deadline), according to information provided by D.F. King & Co., Inc., the tender and information agent for the Offers, an aggregate principal amount of $474,507,000 of 6.000% notes due 2025 (the 2025 Notes) and $320,419,000 of 4.000% notes due 2024 (the 2024 Notes) had been validly tendered and not validly withdrawn in the Offers for such Notes. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on June 13, 2022.

Notes

CUSIP Numbers

Principal Amount
Outstanding

Acceptance
Priority Level

Tender
Consideration
(1)(2)

Early Tender
Premium(1)

Total
Consideration
(1)(2)(3)

6.000% notes due 2025.....................

26885B AF7

U26886 AA6

$700,000,000

1

$1,000.00

$30.00

$1,030.00

4.000% notes due 2024.....................

26885B AA8

$500,000,000

2

$970.00

$30.00

$1,000.00

______________________

(1)

Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase.

(2)

Excludes accrued interest, which will be paid on Notes accepted for purchase as described herein.

(3)

Includes the Early Tender Premium (as defined in the Offer to Purchase) for Notes validly tendered at or prior to the Early Tender Deadline (as defined above) (and not validly withdrawn) and accepted for purchase.

Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline will be accepted in accordance with the “Acceptance Priority Level” listed in the table above, subject to the Aggregate Maximum Principal Amount, the 2025 Cap and proration as further described in the Offer to Purchase. The Partnership expects to accept for purchase in the Offers an aggregate principal amount of $300 million of 2025 Notes and $200 million of 2024 Notes using a proration rate of approximately 63.3% for the 2025 Notes and approximately 62.6% for the 2024 Notes. Because the Aggregate Maximum Principal Amount and 2025 Cap have been fully subscribed as of the Early Tender Deadline, the Partnership does not anticipate accepting for purchase any Notes validly tendered after the Early Tender Deadline.

The applicable Total Consideration (as defined in the Offer to Purchase) for each $1,000 of principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase is set forth in the table above. Holders of the Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline are eligible to receive the applicable Total Consideration, which includes the Early Tender Premium for the Notes of $30 per $1,000 principal amount of Notes tendered. In addition, such Holders will also be entitled to receive accrued and unpaid interest, if any, from the last interest payment date for the Notes up to, but not including, the Early Settlement Date (as defined below).

It is anticipated that the settlement date for the Notes validly tendered and accepted for purchase will be June 14, 2022 (the Early Settlement Date).

BofA Securities, Inc. is acting as Dealer Manager and D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent for the Offers. Requests for documents may be directed to D.F. King & Co., Inc. at (877) 783-5524, by email at eqm@dfking.com or on its website at www.dfking.com/eqm. Questions regarding the Offers may be directed to BofA Securities, Inc. collect at (980) 388-3646 or toll-free at (888) 292-0070.

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities, including in connection with the Offers. The Offers to purchase the Notes are only being made pursuant to the terms of the Offer to Purchase. The Offers are not being made in any state or jurisdiction in which such Offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of the Partnership, the Dealer Manager, or the Tender Agent and Information Agent is making any recommendation as to whether or not Holders should tender their Notes in connection with the Offers.

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 of 1933, as amended. 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 “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “target,” “outlook,” or “continue,” 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 control. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements relating to the tender offers, including the expected timing of the closing thereof. 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 the Partnership have based these forward-looking statements on current expectations and assumptions about future events. While ETRN and the Partnership consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, judicial and other risks and uncertainties, many of which are difficult to predict and are beyond ETRN’s and the Partnership’s control. The risks and uncertainties that may affect the operations, performance and results of ETRN’s and the Partnership’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 (the SEC), including those set forth under Item 1A, “Risk Factors” of ETRN’s Annual Report on Form 10-K for the year ended December 31, 2021 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.

Source: Equitrans Midstream Corporation

Analyst/Investor inquiries:
Nate Tetlow — Vice President, Corporate Development and Investor Relations
ntetlow@equitransmidstream.com

Media inquiries:
Natalie A. Cox — Communications and Corporate Affairs
ncox@equitransmidstream.com

Source: Equitrans Midstream Corporation
Categories: Press Releases
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