0001104659-19-010678.txt : 20190226 0001104659-19-010678.hdr.sgml : 20190226 20190226161602 ACCESSION NUMBER: 0001104659-19-010678 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190222 FILED AS OF DATE: 20190226 DATE AS OF CHANGE: 20190226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Midstream Corp CENTRAL INDEX KEY: 0001747009 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 19633585 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT Midstream SpinCo, Inc. DATE OF NAME CHANGE: 20180717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Gathering Holdings, LLC CENTRAL INDEX KEY: 0001607404 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 19633586 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT Gathering Holdings, LLC DATE OF NAME CHANGE: 20140507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Midstream Holdings, LLC CENTRAL INDEX KEY: 0001757014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 19633587 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQGP Holdings, LP CENTRAL INDEX KEY: 0001632933 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 19633588 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT GP Holdings, LP DATE OF NAME CHANGE: 20150205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQGP Services, LLC CENTRAL INDEX KEY: 0001632934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 19633589 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT GP Services, LLC DATE OF NAME CHANGE: 20150205 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQM Midstream Partners, LP CENTRAL INDEX KEY: 0001540947 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 371661577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EQT Midstream Partners, LP DATE OF NAME CHANGE: 20120131 4 1 a4.xml 4 X0306 4 2019-02-22 0 0001540947 EQM Midstream Partners, LP EQM 0001747009 Equitrans Midstream Corp 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 0001607404 Equitrans Gathering Holdings, LLC 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 0001757014 Equitrans Midstream Holdings, LLC 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 0001632933 EQGP Holdings, LP 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 0001632934 EQGP Services, LLC 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 Common Units representing limited partner interests 2019-02-22 4 J 0 21811643 D 15433812 I See footnotes Common Units representing limited partner interests 2019-02-22 4 J 0 101811643 A 117245455 I See footnotes Class B units representing limited partner interests 2019-02-22 4 J 0 7000000 A Common Units representing limited partner interests 7000000 7000000 I See footnotes Pursuant to a simplification transaction effective as of February 22, 2019 (the Simplification Transaction), (i) Equitrans Merger Sub, LP, a Delaware limited partnership and wholly owned subsidiary of EQM Midstream Partners, LP, a Delaware limited partnership (the Issuer), merged with and into EQGP Holdings, LP, a Delaware limited partnership (EQGP), a wholly owned indirect subsidiary of Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), and the record and beneficial owner of 21,811,643 common units representing limited partner interests (Common Units) in the Issuer, (ii) the 21,811,643 Common Units held by EQGP were cancelled and 21,811,643 Common Units were issued pro rata to Equitrans Gathering Holdings, LLC, a Delaware limited liability company (EGH), Equitrans Midstream Holdings, LLC, a Delaware limited liability company (EMH), and EQM GP Corporation, a Delaware corporation (GP Corporation), (sentence continues in next footnote) (continued from footnote 1) and (iii) each of (a) the incentive distribution rights in the Issuer (the IDRs), (b) the economic portion of the general partner interest in the Issuer and (c) the issued and outstanding common units representing limited partner interests in EQGP were cancelled, and, as consideration for such cancellation, EGH, EMH and GP Corporation received in the aggregate 80,000,000 newly-issued Common Units and 7,000,000 newly-issued Class B Units, both representing limited partner interests in the Issuer. The Class B Units are a separate class from the Common Units. This Form 4 with respect to ownership of Common Units is jointly filed by (i) ETRN, (ii) EMH, (iii) EGH, (iv) EQGP and (v) EQGP Services, LLC, a Delaware limited liability company (EQGP Services, and collectively, the Reporting Persons). ETRN is the sole member of EMH and EGH. EGH is the sole stockholder of GP Corporation. Following the closing of the Simplification Transaction, EGH is the record owner of 89,505,616 Common Units and 6,153,907 Class B Units, and, as the sole stockholder of GP Corporation, EGH may be deemed to beneficially own an additional 89,536 Common Units and 6,155 Class B Units. Prior to the closing of the Simplification Transaction, EMH was the record and beneficial owner of 15,433,812 Common Units and, following the closing of the Simplification Transaction, EMH is the record and beneficial owner of 27,650,303 Common Units and 839,938 Class B Units. As the sole member of EMH and EGH, ETRN may be deemed to beneficially own the 89,595,152 Common Units beneficially owned by EGH and the 27,650,303 Common Units beneficially owned by EMH, as well as the 6,160,062 Class B Units beneficially owned by EGH and the 839,938 Class B Units beneficially owned by EMH. Prior to the Simplification Transaction, EQGP owned 21,811,643 Common Units. EQGP Services was the general partner of EQGP and may have been deemed to beneficially own the 21,811,643 Common Units held by EQGP. Following the Simplification Transaction, EQGP Services became the general partner of the Issuer and EQGP became a wholly-owned subsidiary of the Issuer and neither EQGP Services nor EQGP beneficially own any Common Units. Of the 7,000,000 outstanding Class B Units, 2,500,000 become convertible into Common Units on a one-to-one basis at the option of the holder on April 1, 2021, 2,500,000 become convertible into Common Units on a one-to-one basis at the option of the holder on April 1, 2022 and 2,000,000 become convertible into Common Units on a one-to-one basis at the option of the holder on April 1, 2023. Class B Units do not have an expiration date. /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Midstream Corporation 2019-02-26 /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Gathering Holdings, LLC 2019-02-26 /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Midstream Holdings, LLC 2019-02-26 /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Transaction Sub GP, LLC, as general partner of EQGP Holdings, LP 2019-02-26 /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of EQGP Services, LLC 2019-02-26