Equitrans Midstream Announces Expiry and Results of Any Tender Offer
CANONSBURG, Pa.–(BUSINESS WIRE)–Equitrans Midstream Corporation (NYSE: ETRN) today announced on behalf of its wholly owned subsidiary, EQM Midstream Partners, LP (the Partnership), that the Partnership’s previously announced cash tender offer (the Any and All Tender Offer) for any and all of its outstanding 4.750% Notes due 2023 (the Any and All Notes) expired at 5:00 p.m., New York City time, on June 6, 2022. According to the information provided by DF King & Co., Inc., the tenderer and information agent for the Any and All tender offer, an aggregate principal amount of $494,822,000 of the Any Notes and All has been validly tendered and has not been validly withdrawn before or at the expiration of the Any and All tender offer. This amount excludes the aggregate principal amount of $5,454,000 of Any and All Notes tendered pursuant to the guaranteed delivery procedures described in the offer to purchase dated May 31, 2022 (the offer to purchase) and the notice of related delivery guarantee provided in connection with the Any and All Tender Offer, which remain subject to the performance by the holders of the delivery obligations under these procedures. The Partnership’s obligation to accept deposited Any and All Notes and to pay the consideration for Any and All Notes is subject to the satisfaction or waiver of certain conditions and other terms set forth only in the Offer to purchase. If the conditions are met or waived, the Partnership expects to pay for these Any and All Notes on June 7, 2022 (the Any and All Settlement Date), or, for the Any and All Notes validly presented in accordance with the procedures for guaranteed delivery set out in the offer to purchase dated June 9, 2022.
Holders of Any and All Bonds who have validly tendered (including pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase) and who have not validly withdrawn their Any and All Bonds prior to the expiration of the Tender Offer Any and All will receive total consideration of $1,020 for each $1,000 principal amount of Any and All Notes tendered and accepted for payment, plus accrued but unpaid interest to the date of settlement Any and All , but not included.
The Partnership intends to fund the purchase of the Any and All Notes with proceeds from its recently priced note offering, which is expected to close on June 7, 2022, as well as cash on hand and/or borrowings under of the modified and updated third credit of EQM. Agreement dated October 31, 2018 (as amended).
BofA Securities, Inc. is acting as Dealer Manager and DF King & Co., Inc. is acting as tender agent and information agent for the Any and All tender offer. Requests for materials may be directed to DF King & Co., Inc. at (877) 783-5524, by email at [email protected] or on its website at www.dfking.com/eqm. Questions regarding the Any and All tender offer 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 does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, with respect to any securities. The Any and All tender offer is made only pursuant to the tender offer and only in jurisdictions permitted by applicable law.
Caution Regarding Forward-Looking Information
The information in this press release contains 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 objectives, intentions and expectations with respect to future plans, trends, events, results of operations or financial condition, or otherwise, based on the current beliefs of ETRN’s management, as well as assumptions made by and information currently available for such management. Words such as “could”, “will”, “may”, “assume”, “plan”, “position”, “predict”, “strategy”, “expect”, “intend” , “plan”, “estimate”, “anticipate”, “believe”, “project”, “budget”, “potential”, “target”, “outlook” or “continue” and similar expressions are used to identify statements prospective. These statements are subject to various risks and uncertainties, many of which are beyond ETRN’s control. Without limiting the generality of the foregoing, the forward-looking statements contained in this press release specifically include statements relating to the Any and All Offer and Tender Offer, including the expected timing thereof. and the sources and intended use of proceeds thereof, 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 the Partnership have based these forward-looking statements on current expectations and assumptions regarding future events. Although ETRN and the Partnership consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, legal and other risks and uncertainties, many of which are difficult to predict and are beyond ETRN’s control. ETRN and the Partnership. . Risks and uncertainties that could 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 reports filed publicly by ETRN with the Securities and Exchange Commission (the SEC), including those set forth in Item 1A, “Risk Factors” of ETRN’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and subsequent ETRN filings.
Any forward-looking statement speaks only as of the date such statement is made, and ETRN does not intend to correct or update any forward-looking statement, except as required by securities laws. , whether as a result of new information, future events or otherwise. Because forward-looking statements involve significant risks and uncertainties, caution should be exercised not to place undue reliance on such statements.
Source: Equitrans Midstream Corporation