Filed Pursuant to Rule 424(b)(3)

Registration File No. 333-237486

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

On February 26, 2020, Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN” or the “Company”), EQM Midstream Partners, LP, a Delaware limited partnership (“EQM” or the “Partnership”), EQGP Services, LLC, a Delaware limited liability company, a wholly owned subsidiary of ETRN and the general partner of EQM (the “General Partner”), EQM LP Corporation, a Delaware corporation and a wholly owned subsidiary of ETRN (“EQM LP”), and LS Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of EQM LP (“Merger Sub”), entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), pursuant to which ETRN will acquire all of the outstanding common units representing limited partner interests in EQM (each, an “EQM common unit”) that ETRN and its subsidiaries do not already own. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into EQM (the “Merger”), with EQM surviving as a wholly owned subsidiary of ETRN.

The board of directors of ETRN (the “ETRN Board”), by unanimous vote, (i) determined that the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Transactions”), the issuance of shares of ETRN common stock, no par value (“ETRN common stock”), as the Merger Consideration (as defined herein) (the “ETRN common stock issuance”) and the authorization and issuance of shares of a new series of preferred stock, no par value (the “ETRN Preferred Shares”), of ETRN, convertible into shares of ETRN common stock, pursuant to the terms of the Merger Agreement and the Preferred Restructuring Agreement (as defined herein) (the “ETRN preferred issuance” and, together with the ETRN common stock issuance, the “ETRN stock issuance”), are in the best interests of ETRN and the holders of the outstanding shares of ETRN common stock (the “ETRN shareholders”), and (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the Transactions, and the ETRN stock issuance. The conflicts committee of the board of directors of the General Partner (the “EQM Conflicts Committee”), by unanimous vote, (i) determined that the Merger Agreement and the Transactions are in the best interests of EQM, its subsidiaries and each holder of outstanding EQM common units, other than ETRN and its affiliates (each, an “Unaffiliated Partnership Unitholder”), and (ii) approved the Merger Agreement and the Transactions (the foregoing constituting “Special Approval” as defined in EQM’s Fourth Amended and Restated Agreement of Limited Partnership dated as of April 10, 2019, as amended). The board of directors of the General Partner (the “EQM Board”) (acting, in part, upon the recommendation of the EQM Conflicts Committee), by unanimous vote, (i) determined that the terms of the Merger Agreement and the Transactions are in the best interests of EQM, its subsidiaries and the EQM common unitholders, and (ii) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the Transactions.

If the Merger is completed, each outstanding EQM common unit not owned by ETRN or its subsidiaries will be converted into the right to receive, subject to adjustment as described in the Merger Agreement and any applicable withholding tax, 2.44 (the “Exchange Ratio”) shares of ETRN common stock (such consideration, the “Merger Consideration”). Based on the closing price of ETRN common stock on February 26, 2020, the last trading day before the public announcement of the Merger, the aggregate value of the Merger Consideration was approximately $1.8 billion, including the Merger Consideration to be received by holders of EQM phantom units that will become fully vested and will be automatically converted into the right to receive, with respect to each EQM common unit subject thereto, the Merger Consideration. No fractional shares of ETRN common stock will be issued in the Merger; instead, all fractions of ETRN common stock to which an EQM common unitholder otherwise would have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of ETRN common stock. Existing ETRN shareholders will continue to own their existing ETRN common stock. Upon the closing of the Merger, former EQM common unitholders and current ETRN shareholders will own approximately 47% and 53%, respectively, of the ETRN common stock (excluding the ETRN Preferred Shares to be issued in connection with the Merger, which will have the right to vote on an as-converted basis with the ETRN shareholders).

In connection with the proposed Merger, ETRN will hold a special meeting of its shareholders (the “ETRN special meeting”) and EQM will hold a special meeting of its limited partners (the “EQM special meeting”). At the ETRN special meeting, the ETRN shareholders will be asked to (i) vote on a proposal to approve the ETRN stock issuance (the “ETRN stock issuance proposal”) and (ii) approve the adjournment of the ETRN special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the ETRN special meeting to approve the ETRN stock issuance proposal (the “ETRN adjournment proposal”). Approval of the ETRN stock issuance proposal requires the affirmative vote of a majority of the total votes cast on such proposal, which under New York Stock Exchange (the “NYSE”) rules includes votes for, votes against and abstentions, with abstentions having the same effect as a vote against the ETRN stock issuance proposal. The approval of the ETRN adjournment proposal requires the affirmative vote

of a majority of the votes cast on such proposal, which under Pennsylvania law includes votes for and against, but not abstentions.

At the EQM special meeting, the EQM limited partners will be asked to vote on the proposal to approve the Merger Agreement and the Merger (the “EQM merger proposal”). Approval of the EQM merger proposal requires the affirmative vote of holders of a majority of the outstanding EQM common units, outstanding Class B units representing limited partner interests in EQM (the “EQM Class B units”), and outstanding Series A perpetual convertible preferred units representing limited partner interests in EQM (the “Series A Preferred Units”), with such Series A Preferred Units to be treated as EQM common units on an as-converted basis, voting together as a single class at the EQM special meeting. Pursuant to the Merger Agreement, ETRN has agreed to vote or cause to be voted all partnership interests in EQM beneficially owned by ETRN or its subsidiaries in favor of the EQM merger proposal (unless the Merger Agreement has otherwise been earlier terminated). As of the record date for the EQM special meeting, ETRN and its subsidiaries beneficially owned 124,245,455 EQM limited partner interests (as defined herein) which represent, in the aggregate, approximately 53.5% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis). The affirmative vote by ETRN and its subsidiaries with respect to the EQM limited partner interests they own will be sufficient to approve the EQM merger proposal. Additionally, pursuant to the Preferred Restructuring Agreement, each Investor (as defined herein) has agreed, subject to certain limited exceptions, to vote, or cause to be voted, all Series A Preferred Units beneficially owned by such Investor in favor of the EQM merger proposal. As of the record date for the EQM special meeting, the holders of the Series A Preferred Units owned (beneficially or of record) approximately 10.6% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis). Collectively, ETRN and its subsidiaries and the Investors have agreed to vote or cause to be voted approximately 64.1% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis) in favor of the EQM merger proposal.

We cannot complete the Merger unless the ETRN shareholders approve the ETRN stock issuance proposal and the EQM limited partners approve the EQM merger proposal. Accordingly, your vote is very important regardless of the number of shares of ETRN common stock or EQM limited partner interests you own. Voting instructions are set forth inside this joint proxy statement/prospectus.

The ETRN Board recommends that the ETRN shareholders vote FOR the ETRN stock issuance proposal and FOR the ETRN adjournment proposal. ETRN shareholders should be aware that some of ETRN’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as ETRN shareholders. See “The Merger—Interests of Certain Persons in the Merger.”

The EQM Conflicts Committee and the EQM Board each recommend that the EQM limited partners vote FOR the EQM merger proposal. EQM limited partners should be aware that some of the General Partner’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as EQM limited partners. See “The Merger—Interests of Certain Persons in the Merger.”

This joint proxy statement/prospectus provides you with detailed information about the proposed Merger and related matters. You are encouraged to read the entire document carefully. In particular, please read “Risk Factors” beginning on page 23 of this joint proxy statement/prospectus for a discussion of risks relevant to the Merger and ETRN’s business following the Merger.

Shares of ETRN common stock are listed on the NYSE under the symbol “ETRN,” and EQM common units are listed on the NYSE under the symbol “EQM.” The last reported sale price of ETRN common stock on the NYSE on April 28, 2020 was $8.64 per share. The last reported sale price of EQM common units on the NYSE on April 28, 2020 was $20.76 per unit.

Thomas F. Karam

Chairman and Chief Executive Officer of

Equitrans Midstream Corporation

and

Chairman and Chief Executive Officer of

EQGP Services, LLC

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or has determined if this document is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated May 1, 2020 and is being first mailed to ETRN shareholders and EQM limited partners on or about May 1, 2020.

Canonsburg, Pennsylvania

May 1, 2020

2200 Energy Drive

Canonsburg, Pennsylvania 15317

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Equitrans Midstream Corporation:

A special meeting (the “ETRN special meeting”) of shareholders (the “ETRN shareholders”) of Equitrans Midstream Corporation (“ETRN”) will be held solely via live webcast at www.virtualshareholdermeeting.com/ETRN2020SM (the “ETRN Meeting Website”) on Monday, June 15, 2020 at 9:00 a.m. Eastern Time, for the following purposes:

• to consider and vote upon a proposal to approve (i) the issuance of shares of common stock, no par value, of ETRN (the “ETRN common stock”), in connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of February 26, 2020 (as may be amended from time to time, the “Merger Agreement”), by and among ETRN, EQM LP Corporation, a Delaware corporation and a wholly owned subsidiary of ETRN (“EQM LP”), LS Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of EQM LP (“Merger Sub”), EQM Midstream Partners, LP, a Delaware limited partnership (“EQM”), and EQGP Services, LLC, a Delaware limited liability company, a wholly owned subsidiary of ETRN and the general partner of EQM, and (ii) the issuance of shares of preferred stock, no par value, of ETRN (the “ETRN Preferred Shares”), which will be convertible into shares of ETRN common stock, in connection with the Merger and the other transactions contemplated by the Merger Agreement and pursuant to the terms of the Preferred Restructuring Agreement (as defined herein) (collectively, the “ETRN stock issuance proposal”); and

• to consider and vote on a proposal to approve the adjournment of the ETRN special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the above ETRN stock issuance proposal (the “ETRN adjournment proposal”).

Due to the ongoing public health considerations associated with the coronavirus outbreak (“COVID-19”), the ETRN special meeting will be held solely via live webcast on the ETRN Meeting Website and you will not be able to be physically present at the ETRN special meeting. You will be able to virtually participate, electronically vote your shares of ETRN common stock and submit questions online during the ETRN special meeting by logging on to the website listed above using the 16-digit control number included in your proxy card or vote instruction form and following the directions on the ETRN Meeting Website. We encourage you to log on 15 minutes prior to the start time of the meeting. If you have difficulty accessing the ETRN special meeting through the ETRN Meeting Website, please call the technical support number provided.

Approval of the ETRN stock issuance proposal requires the affirmative vote of a majority of the total votes cast on such proposal, which under New York Stock Exchange (“NYSE”) rules includes votes for, votes against and abstentions. Abstentions (if any) will have the same effect as votes against the ETRN stock issuance proposal under NYSE rules. The approval of the ETRN adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal, which under Pennsylvania law includes votes for and against, but not abstentions. Abstentions (if any) will have no effect on whether the ETRN adjournment proposal is approved. Assuming there is a quorum, failures to vote (if any) will have no effect on the ETRN stock issuance proposal or

the ETRN adjournment proposal. ETRN shareholders who participate in the virtual ETRN special meeting via live webcast on the ETRN Meeting Website will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

ETRN does not expect any broker non-votes at the ETRN special meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the ETRN stock issuance proposal and ETRN adjournment proposal are each considered non-routine. As a result, no such nominee will be permitted to vote shares of ETRN common stock at the ETRN special meeting without receiving instructions from the beneficial owner of such share of ETRN common stock.

We cannot complete the Merger unless the ETRN shareholders approve the ETRN stock issuance proposal. Accordingly, your vote is very important regardless of the number of shares of ETRN common stock you own.

ETRN’s board of directors (the “ETRN Board”) has unanimously determined that the Merger, the Merger Agreement and the transactions contemplated thereby, including the ETRN stock issuance, are in the best interests of ETRN and the ETRN shareholders. The ETRN Board has unanimously approved the Merger, the Merger Agreement and the transactions contemplated thereby, including the ETRN stock issuance, and recommends that the ETRN shareholders vote FOR the ETRN stock issuance proposal and FOR the ETRN adjournment proposal. For more information regarding the recommendations of the ETRN Board, see “The Merger—Recommendation of the ETRN Board and its Reasons for the Merger.”

ETRN shareholders should be aware that some of ETRN’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as ETRN shareholders. See “The Merger—Interests of Certain Persons in the Merger.”

Only ETRN shareholders of record at the close of business on April 29, 2020, the record date for the ETRN special meeting, are entitled to notice of and to vote at the ETRN special meeting. References to the ETRN special meeting in this joint proxy statement/prospectus are to the ETRN special meeting as may be adjourned or postponed from time to time.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE VIRTUAL ETRN SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS:

• If you hold your ETRN common stock in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee when voting your ETRN common stock.

• If you hold your ETRN common stock in your own name, you may submit your proxy by:

• calling the toll-free telephone number listed on your proxy card and following the recorded instructions;

• going to the Internet website listed on your proxy card and following the instructions provided;

• completing, signing and mailing your proxy card in the postage-paid envelope; or

• participating in the virtual ETRN special meeting via the ETRN Meeting Website and voting electronically during the virtual ETRN special meeting.

• If you hold your ETRN common stock through the Equitrans Midstream Corporation Employee Savings Plan (the “Employee Savings Plan”), you will receive a proxy card. You must use this proxy card to instruct the trustee of the Employee Savings Plan on how to vote your shares held in the plan. You also may instruct the trustee to vote your shares by:

• calling the toll-free telephone number listed on your proxy card and following the recorded instructions;

• going to the Internet website listed on your proxy card and following the instructions provided; or

• completing, signing and mailing your proxy card in the postage-paid envelope.

• If you hold restricted shares through the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (“ETRN LTIP”), you will receive a proxy card. You must use this proxy card to instruct the ETRN LTIP administrator on how to vote your restricted shares held in the plan. You also may instruct the administrator to vote your shares by:

• calling the toll-free telephone number listed on your proxy card and following the recorded instructions;

• going to the Internet website listed on your proxy card and following the instructions provided; or

• completing, signing and mailing your proxy card in the postage-paid envelope.

The enclosed joint proxy statement/prospectus provides a detailed description of the Merger and the Merger Agreement, as well as a description of the ETRN stock issuance. You are urged to read this joint proxy statement/prospectus, including any documents incorporated by reference, and the Annexes carefully and in their entirety. If you have any questions concerning the Merger or this joint proxy statement/prospectus, would like additional copies or need help voting your ETRN common stock, please contact ETRN’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Telephone Toll Free: (866) 751-6313

Telephone Call Collect: (212) 269-5550

Email: etrn@dfking.com

By order of the Board of Directors of

Equitrans Midstream Corporation

Tobin M. Nelson

Corporate Secretary of

Equitrans Midstream Corporation

Canonsburg, Pennsylvania

May 1, 2020

2200 Energy Drive

Canonsburg, Pennsylvania 15317

NOTICE OF SPECIAL MEETING OF LIMITED PARTNERS

To the Limited Partners of EQM Midstream Partners, LP:

A special meeting (the “EQM special meeting”) of the limited partners of EQM Midstream Partners, LP (“EQM”) will be held solely via live webcast at www.virtualshareholdermeeting.com/EQM2020 (the “EQM Meeting Website”) on Monday, June 15, 2020 at 9:30 a.m. Eastern Time, for the following purpose:

• to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of February 26, 2020 (as may be amended from time to time, the “Merger Agreement”), by and among Equitrans Midstream Corporation (“ETRN”), EQM LP Corporation, a Delaware corporation and a wholly owned subsidiary of ETRN (“EQM LP”), LS Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of EQM LP (“Merger Sub”), EQM, and EQGP Services, LLC, a Delaware limited liability company, a wholly owned subsidiary of ETRN and the general partner of EQM (the “General Partner”), pursuant to which Merger Sub, a wholly owned subsidiary of ETRN, will merge with and into EQM (the “Merger”) with EQM surviving as a wholly owned subsidiary of ETRN (the “EQM merger proposal”).

Due to the ongoing public health considerations associated with the coronavirus outbreak 2019 (“COVID-19”), the EQM special meeting will be held solely via live webcast on the EQM Meeting Website and you will not be able to be physically present at the EQM special meeting. You will be able to virtually participate, electronically vote your EQM limited partner interests and submit questions online during the EQM special meeting by logging in to the website listed above using the 16-digit control number included in your proxy card or vote instruction form and following the directions on the EQM Meeting Website. We encourage you to log on 15 minutes prior to the start time of the meeting. If you have difficulty accessing the EQM special meeting through the EQM Meeting Website, please call the technical support number provided.

Approval of the EQM merger proposal requires the affirmative vote of the holders of a majority of the outstanding common units representing limited partner interests in EQM (“EQM common units”), outstanding Class B units representing limited partner interests in EQM (“EQM Class B units”), and outstanding Series A perpetual convertible preferred units representing limited partner interests in EQM (the “Series A Preferred Units” and, collectively with the EQM common units and the EQM Class B units, the “EQM limited partner interests” and holders of such EQM limited partner interests, the “EQM limited partners”), with such Series A Preferred Units to be treated as EQM common units on an as-converted basis, voting together as a single class. Pursuant to the Merger Agreement, ETRN has agreed to vote or cause to be voted all partnership interests in EQM beneficially owned by ETRN or its subsidiaries in favor of the EQM merger proposal (unless the Merger Agreement has otherwise been earlier terminated). As of the record date for the EQM special meeting, ETRN and its subsidiaries beneficially owned 124,245,455 EQM limited partner interests which represented, in the aggregate, approximately 53.5% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis). The affirmative vote by ETRN and its subsidiaries with respect to the EQM limited partner interests they own will be sufficient to approve the EQM merger proposal. EQM limited partners who participate in the virtual EQM special meeting via live webcast on the EQM Meeting Website will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

Additionally, pursuant to the Preferred Restructuring Agreement, dated as of February 26, 2020, by and among ETRN, EQM and the investors party thereto (each, an “Investor”), each Investor has agreed, subject to

certain limited exceptions, to vote, or cause to be voted, all Series A Preferred Units owned (beneficially or of record) by such Investor in favor of the EQM merger proposal. As of the record date for the EQM special meeting, the Series A Preferred Units owned (beneficially or of record) by the Investors represented approximately 10.6% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis). Collectively, ETRN and its subsidiaries and the Investors have agreed to vote or cause to be voted approximately 64.1% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis) in favor of the EQM merger proposal.

Abstentions (if any) and failures to vote (if any) will have the same effect as votes against the EQM merger proposal. EQM does not expect any broker non-votes at the EQM special meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the EQM merger proposal is considered non-routine. As a result, no such nominee will be permitted to vote EQM limited partner interests at the EQM special meeting without receiving instructions from the beneficial owner of such EQM limited partner interests.

We cannot complete the Merger unless the holders of a majority of the outstanding EQM limited partner interests approve the EQM merger proposal. Accordingly, your vote is very important regardless of the amount of EQM limited partner interests you own.

The conflicts committee, which consists of two members of the board of directors of the General Partner (the “EQM Board”) who meet the requirements for membership on the conflicts committee of the EQM Board set forth in EQM’s partnership agreement and are independent under the listing standards of the New York Stock Exchange and who are not executive officers or members of the board of directors of ETRN (the “EQM Conflicts Committee”), has determined that the Merger is in the best interests of EQM and its subsidiaries and the EQM common unitholders other than ETRN and its affiliates (the “Unaffiliated Partnership Unitholders”), and has unanimously approved the Merger Agreement and the Merger. The EQM Board has determined that the Merger is in the best interests of EQM and its subsidiaries and the EQM common unitholders and has unanimously approved the Merger Agreement and the Merger. The EQM Conflicts Committee and the EQM Board each recommend that the EQM limited partners vote FOR the EQM merger proposal. For more information regarding the recommendation of the EQM Conflicts Committee and the EQM Board, see “The Merger—Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger.”

EQM limited partners should be aware that some of the General Partner’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as EQM limited partners. See “The Merger—Interests of Certain Persons in the Merger.”

Only EQM limited partners of record at the close of business on April 29, 2020, the record date for the EQM special meeting, are entitled to notice of and to vote at the EQM special meeting. A list of limited partners entitled to vote at the EQM special meeting will be available for inspection at EQM’s offices in Canonsburg, Pennsylvania for any purpose relevant to the EQM special meeting during normal business hours for a period of ten days before the EQM special meeting and during the EQM special meeting. References to the EQM special meeting in this joint proxy statement/prospectus are to the EQM special meeting as may be adjourned or postponed from time to time by the General Partner in accordance with the EQM Partnership Agreement.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE VIRTUAL EQM SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS:

• If you hold your EQM limited partner interests in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee when voting your EQM limited partner interests.

• If you hold your EQM limited partner interests in your own name, you may submit your proxy by:

• calling the toll-free telephone number listed on your proxy card and following the recorded instructions;

• going to the Internet website listed on your proxy card and following the instructions provided;

• completing, signing and mailing your proxy card in the postage-paid envelope; or

• participating in the virtual EQM special meeting via the EQM Meeting Website and voting electronically during the virtual EQM special meeting.

The enclosed joint proxy statement/prospectus provides a detailed description of the Merger and the Merger Agreement. You are urged to read this joint proxy statement/prospectus, including any documents incorporated by reference, and the Annexes carefully and in their entirety. If you have any questions concerning the Merger or this joint proxy statement/prospectus, would like additional copies or need help voting your EQM limited partner interests, please contact EQM’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Telephone Toll Free: (866) 745-0271

Telephone Call Collect: (212) 269-5550

Email: eqm@dfking.com

By order of the Board of Directors of

EQGP Services, LLC

Nathaniel D. DeRose

Corporate Secretary of

EQGP Services, LLC

IMPORTANT NOTE ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus also constitutes a proxy statement of ETRN under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the solicitation of proxies for the ETRN special meeting to, among other things, approve the ETRN stock issuance proposal, and a prospectus of ETRN under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), for the shares of ETRN common stock that will be issued to Unaffiliated Partnership Unitholders in the Merger pursuant to the Merger Agreement.

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”), constitutes a proxy statement of EQM under Section 14(a) of the Exchange Act with respect to the solicitation of proxies for the EQM special meeting to, among other things, approve the EQM merger proposal.

As permitted under the rules of the SEC, this joint proxy statement/prospectus incorporates by reference important business and financial information about ETRN and EQM from other documents filed with the SEC that are not included in or delivered with this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 162. You can obtain any of the documents incorporated by reference into this document from ETRN or EQM, as the case may be, or from the SEC’s website at www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from ETRN or EQM at the following addresses and telephone numbers:

Equitrans Midstream Corporation

EQM Midstream Partners, LP

Attention: Corporate Secretary

2200 Energy Drive

Canonsburg, Pennsylvania 15317

Telephone: (724) 271-7600

Please note that copies of the documents provided to you will not include exhibits unless the exhibits are specifically incorporated by reference into the documents or this joint proxy statement/prospectus.

You may obtain certain of these documents at ETRN’s website (www.equitransmidstream.com) and EQM’s website (www.eqm-midstreampartners.com). Information contained on ETRN’s and EQM’s websites is expressly not incorporated by reference into this joint proxy statement/prospectus.

In order to receive timely delivery of requested documents in advance of the meetings, you must request them no later than five business days before the date of the meetings. This means your request should be received no later than June 8, 2020. If you request any documents, ETRN or EQM will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

ETRN and EQM have not authorized anyone to give any information or make any representation about the Merger, ETRN, EQM or any of their respective affiliates that is different from, or in addition to, that contained in this joint proxy statement/prospectus or in any of the materials that have been incorporated by reference into this joint proxy statement/prospectus. Therefore, if anyone else distributes this type of information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this joint proxy statement/prospectus or the solicitation of proxies are unlawful, or you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this joint proxy statement/prospectus does not extend to you. The information contained in this joint proxy statement/prospectus speaks only as of the date of this joint proxy statement/prospectus, or in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. All information in this document concerning ETRN has been furnished by ETRN. All information in this document concerning EQM has been furnished by the general partner of EQM.

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MEETINGS		v
SUMMARY		1
The Parties		1
The Merger		2
The Merger Consideration		2
Treatment of Phantom Units		2
ETRN Special Meeting		3
EQM Special Meeting		3
Recommendation of the ETRN Board and Its Reasons for the Merger		5
Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger		5
Opinion of the Financial Advisor to ETRN		6
Opinion of the Financial Advisor to the EQM Conflicts Committee		6
Interests of Certain Persons in the Merger		7
Conditions to Completion of the Merger		7
EQM Conflicts Committee and EQM Board Recommendation and EQM Adverse Recommendation Change		9
EQM Limited Partner Approval		9
ETRN Shareholder Approval		9
No Solicitation by EQM of Alternative Proposals		9
Termination of the Merger Agreement		10
Effect of Termination; Termination Fees		11
EQM Conflicts Committee		12
United States Federal Income Tax Consequences of the Merger		13
No Appraisal Rights		13
Regulatory Approvals and Clearances Required for the Merger		13
Listing of ETRN Common Stock to be Issued in the Merger; Delisting and Deregistration of EQM Common Units		13
Accounting Treatment of the Merger		14
Timing of the Merger		14
Comparison of the Rights of ETRN Shareholders and EQM Common Unitholders		14
Summary of Risk Factors		14
Litigation Relating to the Merger		15
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ETRN		16
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF EQM		18
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		19
COMPARATIVE PER SHARE AND PER UNIT INFORMATION		20
MARKET PRICES, DIVIDEND AND DISTRIBUTION INFORMATION		22

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	Page
RISK FACTORS		23
Risks Related to the Merger		23
Tax Risks Related to the Merger and the Ownership of ETRN Common Stock Received in the Merger		31
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		33
THE PARTIES		36
Equitrans Midstream Corporation		36
EQM Midstream Partners, LP and EQGP Services, LLC		36
EQM LP Corporation		36
LS Merger Sub, LLC		36
Relationship Between the Parties		36
THE MERGER		38
Overview		38
Background of the Merger		38
Recommendation of the ETRN Board and Its Reasons for the Merger		51
Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger		53
Unaudited Projected Financial Information		56
Opinion of the Financial Advisor to ETRN		59
Opinion of the Financial Advisor to the EQM Conflicts Committee		76
Projections		87
No Appraisal Rights		87
Regulatory Approvals and Clearances Required for the Merger		87
Listing of ETRN Common Stock to be Issued in the Merger; Delisting and Deregistration of EQM Common Units		88
Accounting Treatment of the Merger		88
Interests of Certain Persons in the Merger		88
Litigation Relating to the Merger		93
THE MERGER AGREEMENT		94
The Merger; Effective Time; Closing		94
Conditions to Completion of the Merger		95
Representations and Warranties		97
Conduct of Business Prior to Closing		98
No Solicitation by EQM of Alternative Proposals		101
EQM Conflicts Committee and EQM Board Recommendation and EQM Adverse Recommendation Change		102
ETRN Shareholder Approval		104
EQM Limited Partner Approval		104
Agreement to Take Further Action and to Use Reasonable Best Efforts		104
EQM Conflicts Committee		105
Access to Information		105

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	Page
Indemnification and Insurance		105
Certain Tax Matters		106
Withholding		106
Adjustments to Prevent Dilution		106
NYSE Listing, Delisting and Deregistration		106
Section 16 Matters		107
Voting and Consent		107
Other Covenants and Agreements		107
Termination of the Merger Agreement		107
Effect of Termination; Termination Fee and Expenses		108
Amendment and Supplement; Waiver		109
Assignment		110
Specific Performance		110
Governing Law		110
THE PREFERRED RESTRUCTURING AGREEMENT		111
Restructuring of the EQM Series A Preferred Units		111
Certificate of Designations		112
Registration Rights Agreement		114
COMPARISON OF RIGHTS OF ETRN SHAREHOLDERS AND EQM COMMON UNITHOLDERS		115
DESCRIPTION OF ETRN CAPITAL STOCK		139
Authorized Capital Stock		139
Common Stock		139
Anti-Takeover Effect of ETRN’s Governing Documents and Pennsylvania Business Corporation Law		140
Exclusive Forum		144
Authorized but Unissued Shares		144
Exchange Listing		144
Transfer Agent and Registrar		144
THE ETRN SPECIAL MEETING		145
Time, Place and Date		145
Purposes		145
Voting Procedures		147
THE ETRN PROPOSALS		149
Proposal 1. The ETRN Stock Issuance Proposal		149
Proposal 2. The ETRN Adjournment Proposal		149
Other Matters to Come Before the ETRN special meeting		150
THE EQM SPECIAL MEETING		151
Time, Place and Date		151

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	Page
Purpose		151
Voting Procedures		153
THE EQM PROPOSALS		155
Proposal 1. The EQM Merger Proposal		155
Other Matters to Come Before the Special Meeting		155
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		156
Tax Consequences of the Merger to U.S. Holders of EQM Common Units		157
Tax Consequences to U.S. Holders of Owning and Disposing of Shares of ETRN Common Stock Received in the Merger		158
SHAREHOLDER AND LIMITED PARTNER PROPOSALS		160
ETRN Shareholder Proposals		160
EQM Limited Partner Proposals		160
LEGAL MATTERS		161
EXPERTS		161
WHERE YOU CAN FIND MORE INFORMATION		162
ETRN SEC Filings (SEC File No.  001-38629)		162
EQM SEC Filings (SEC File No.  001-35574)		162
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS		164
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS		168
ANNEX A THE MERGER AGREEMENT
ANNEX B THE PREFERRED RESTRUCTURING AGREEMENT
ANNEX C OPINION OF GUGGENHEIM SECURITIES, LLC
ANNEX D OPINION OF EVERCORE GROUP L.L.C.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MEETINGS

Important Information and Risks. The following are brief answers to some questions that you may have regarding the proposed Merger (defined below), the special meeting of Equitrans Midstream Corporation, a Pennsylvania corporation (“Equitrans Midstream Corporation,” “ETRN” or the “Company”), shareholders (the “ETRN special meeting”) and the special meeting of the EQM Midstream Partners, LP, a Delaware limited partnership (“EQM” or the “Partnership”), limited partners (the “EQM special meeting”). You should read and consider carefully the remainder of this joint proxy statement/prospectus, including the Risk Factors beginning on page 23 and the attached Annexes, because the information in this section does not provide all of the information that might be important to you. Additional important information and descriptions of risk factors are also contained in the documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 162.

Q: What is the proposed transaction and why am I receiving these materials?

A: On February 26, 2020, ETRN, EQM, EQGP Services, LLC, a Delaware limited liability company, a wholly owned subsidiary of ETRN and the general partner of EQM (the “General Partner”), EQM LP Corporation, a Delaware corporation and a wholly owned subsidiary of ETRN (“EQM LP”), and LS Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of EQM LP (“Merger Sub”), entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into EQM (the “Merger”), with EQM surviving as a wholly owned subsidiary of ETRN. The Merger Agreement is described in this joint proxy statement/prospectus and attached as Annex A. You are receiving this document because the Merger cannot be completed without certain approvals of the ETRN shareholders and the EQM limited partners.

Q: Why are ETRN and EQM proposing the Merger?

A: ETRN believes that the Merger will benefit the ETRN shareholders and EQM believes that the Merger will benefit the EQM limited partners. See “The Merger—Recommendation of the ETRN Board and Its Reasons for the Merger” and “The Merger—Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger.”

Q: What will EQM limited partners receive in the Merger?

A: If the Merger is completed, subject to any applicable withholding tax, (i) each outstanding EQM common unit representing limited partner interests in EQM (each, an “EQM common unit”) not owned by ETRN or its subsidiaries will be converted into the right to receive (assuming no adjustment contemplated by the Merger Agreement) 2.44 shares of ETRN common stock, no par value (“ETRN common stock”) (such consideration, the “Merger Consideration,” and such ratio, the “Exchange Ratio”), (ii) (x) $600.0 million aggregate principal amount of EQM’s issued and outstanding Series A perpetual convertible preferred units representing limited partner interests in EQM (each, a “Series A Preferred Unit”) will be redeemed by EQM for cash at 101% of the Series A Preferred Unit Purchase Price (as defined herein) plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (y) after giving effect to such redemption, each of the remaining portion of the issued and outstanding Series A Preferred Units will be exchanged for 2.44 shares of a newly authorized and created series of preferred stock, without par value, of ETRN, convertible into ETRN common stock (the “ETRN Preferred Shares”), and (iii) each outstanding phantom unit relating to an EQM common unit issued pursuant to the Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019 (the “EQM LTIP”), and any other award issued pursuant to the EQM LTIP, whether vested or unvested, will be converted into the right to receive, with respect to each EQM common unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). If the Exchange Ratio would result in an EQM limited partner or holder of outstanding phantom units of EQM being entitled to receive a fraction of a share of ETRN common stock, all fractional shares to which such holder would otherwise have been entitled shall be aggregated and the resulting fraction will be rounded up to the nearest whole share of ETRN common stock.

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Q: What will ETRN shareholders receive in the Merger?

A: ETRN shareholders will simply retain the ETRN common stock they currently own. They will not receive any additional ETRN common stock in the Merger.

Q: Where will my shares or units trade after the Merger?

A: ETRN common stock will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “ETRN.” EQM common units will no longer be publicly traded after the completion of the Merger.

Q: What happens to my future distributions or dividends?

A: If the date of the closing of the Merger is prior to the record date set by the board of directors of ETRN (“ETRN Board”) in connection with declared dividends to be paid by ETRN to its shareholders, former EQM common unitholders will be entitled to receive such declared dividends on the ETRN common stock they receive in the Merger. If the date of the closing of the Merger is after the record date set by the ETRN Board in connection with declared dividends to be paid by ETRN to its shareholders, a former EQM common unitholder will not receive dividends for that quarter on the ETRN common stock it receives in the Merger but will receive distributions for that quarter declared by EQM (if any) prior to the closing of the Merger, if such former EQM common unitholder was a record holder of such EQM common units on the record date with respect to such distribution. EQM common unitholders that are not also ETRN shareholders will not receive both distributions from EQM and dividends from ETRN for the same quarter. See “Market Prices, Dividend and Distribution Information.”

Current ETRN shareholders will continue to receive dividends on their ETRN common stock at the discretion of the ETRN Board. See “Comparison of Rights of ETRN Shareholders and EQM Common Unitholders.”

Q: When and where will the meetings be held?

A: ETRN shareholders: Due to the ongoing public health considerations associated with the coronavirus outbreak (“COVID-19”), the ETRN special meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/ETRN2020SM (the “ETRN Meeting Website”), on June 15, 2020 at 9:00 a.m. Eastern Time and you will not be able to be physically present at the ETRN special meeting. You will be able to virtually participate, electronically vote your shares of ETRN common stock and submit questions online during the ETRN special meeting.

To participate in the virtual ETRN special meeting, you will need the 16-digit control number included on your proxy card or on the vote instruction form (“VIF”) that accompanied your proxy materials. The ETRN special meeting webcast will begin promptly at 9:00 a.m. Eastern Time on June 15, 2020, and ETRN shareholders will be able to log in beginning at 8:45 a.m. Eastern Time on June 15, 2020. We encourage ETRN shareholders to access the ETRN special meeting prior to the start time.

The virtual ETRN special meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants in the ETRN special meeting should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage participants in the ETRN special meeting to log on to the live webcast 15 minutes prior to the start time of the meeting and ensure that they can hear streaming audio.

A: EQM limited partners: Due to the ongoing public health considerations associated with COVID-19, the EQM special meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/EQM2020 (the “EQM Meeting Website”), on June 15, 2020 at 9:30 a.m. Eastern Time and you will not be able to be physically present at the EQM special meeting. You will be able to virtually participate, electronically vote your EQM limited partner interests and submit questions online during the EQM special meeting.

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To participate in the virtual EQM special meeting, you will need the 16-digit control number included on your proxy card or on the VIF that accompanied your proxy materials. The EQM special meeting webcast will begin promptly at 9:30 a.m. Eastern Time on June 15, 2020, and EQM limited partners will be able to log in beginning at 9:15 a.m. Eastern Time on June 15, 2020. We encourage EQM limited partners to access the EQM special meeting prior to the start time.

The virtual EQM special meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants in the EQM special meeting should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage participants in the EQM special meeting to log on to the live webcast 15 minutes prior to the start time of the meeting and ensure that they can hear streaming audio.

Q: How do I ask questions at the meetings?

A: ETRN shareholders: During the live question and answer portion of the ETRN special meeting, ETRN shareholders may submit questions, which will be answered as they come in, as time permits. If you wish to submit a question, you may do so by logging in to the virtual ETRN special meeting platform on the ETRN Meeting Website, typing your question into the “Ask a Question” field, and clicking “Submit.” Only questions pertinent to ETRN special meeting matters will be answered during the ETRN special meeting, subject to time constraints.

A: EQM limited partners: During the live question and answer portion of the EQM special meeting, EQM limited partners may submit questions, which will be answered as they come in, as time permits. If you wish to submit a question, you may do so by logging in to the virtual EQM special meeting platform on the EQM Meeting Website, typing your question into the “Ask a Question” field, and clicking “Submit.” Only questions pertinent to EQM special meeting matters will be answered during the EQM special meeting, subject to time constraints.

Q: What if during the check-in time or during the meetings I have technical difficulties or trouble accessing the virtual meeting website?

A: ETRN shareholders: We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual ETRN special meeting. If you encounter any difficulties accessing the virtual ETRN special meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual ETRN Special Meeting log in page.

A: EQM limited partners: We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual EQM special meeting. If you encounter any difficulties accessing the virtual EQM special meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual EQM Special Meeting log in page.

Q: Who is entitled to vote at the meetings?

A: ETRN shareholders: The record date for the ETRN special meeting is April 29, 2020. Only ETRN shareholders of record as of the close of business on the record date for the ETRN special meeting are entitled to notice of, and to vote at, the ETRN special meeting.

EQM limited partners: The record date for the EQM special meeting is April 29, 2020. Only EQM limited partners of record as of the close of business on the record date for the EQM special meeting are entitled to notice of, and to vote at, the EQM special meeting.

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Q: What constitutes a quorum at the meetings?

A: ETRN shareholders: The holders of a majority of the outstanding shares of ETRN common stock entitled to vote, represented at the virtual ETRN special meeting or by proxy (by submitting a properly executed proxy card or properly submitting your proxy by telephone or Internet), on the record date for the ETRN special meeting will constitute a quorum and will permit ETRN to conduct the proposed business at the ETRN special meeting. Proxies received but marked as abstentions (if any) will be counted as shares of ETRN common stock that are present and entitled to vote for purposes of determining the presence of a quorum. ETRN shareholders who participate in the virtual ETRN special meeting via live webcast on the ETRN Meeting Website will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

EQM limited partners: The holders of a majority of the outstanding limited partner interests in EQM (the “EQM limited partner interests”) (after taking into account the outstanding Class B units representing limited partner interests in EQM (the “EQM Class B units”) and the Series A Preferred Units on an as-converted basis) represented at the virtual EQM special meeting or by proxy (by submitting a properly executed proxy card or properly submitting a proxy by telephone or Internet) will constitute a quorum and will permit EQM to conduct the proposed business at the EQM special meeting. Proxies received but marked as abstentions (if any) will be counted as units that are present and entitled to vote for purposes of determining the presence of a quorum. EQM limited partners who participate in the virtual EQM special meeting via live webcast on the EQM Meeting Website will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

Q: What is the vote required to approve each proposal?

A: ETRN shareholders: Approval of the ETRN stock issuance proposal requires the affirmative vote of a majority of the total votes cast on such proposal, which under NYSE rules includes votes for, votes against and abstentions. Approval of the ETRN adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal, which under Pennsylvania law includes votes for and against, but not abstentions.

Abstentions (if any) will have the same effect as votes against the ETRN stock issuance proposal. Abstentions (if any) will have no effect on whether the ETRN adjournment proposal is approved. Assuming there is a quorum, failures to vote (if any) will have no effect on the ETRN stock issuance proposal and the ETRN adjournment proposal.

ETRN does not expect any broker non-votes at the ETRN special meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the ETRN stock issuance proposal and ETRN adjournment proposal are each considered non-routine. As a result, no such nominee will be permitted to vote shares of ETRN common stock at the ETRN special meeting without receiving instructions from the beneficial owner of such share of ETRN common stock.

The directors and executive officers of ETRN beneficially owned, in the aggregate, approximately 0.59% of the outstanding shares of ETRN common stock as of April 27, 2020. ETRN believes that the directors and executive officers of ETRN will vote in favor of the ETRN stock issuance proposal and the ETRN adjournment proposal.

EQM limited partners: Approval of the EQM merger proposal requires the affirmative vote of holders of a majority of the outstanding EQM common units, outstanding EQM Class B units, and outstanding Series A Preferred Units, with such Series A Preferred Units to be treated as EQM common units on an as-converted basis, voting together as a single class.

Abstentions (if any) and failures to vote (if any) will have the same effect as votes against the EQM merger proposal. EQM does not expect any broker non-votes at the EQM special meeting because the rules applicable to

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banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the EQM merger proposal is considered non-routine. As a result, no such nominee will be permitted to vote EQM limited partner interests at the EQM special meeting without receiving instructions from the beneficial owner of such EQM limited partner interests.

Pursuant to the Merger Agreement, ETRN has agreed to vote or cause to be voted all partnership interests in EQM beneficially owned by ETRN or its subsidiaries in favor of the EQM merger proposal (unless the Merger Agreement has otherwise been earlier terminated). As of the record date for the EQM special meeting, ETRN and its subsidiaries beneficially owned 124,245,455 EQM limited partner interests which represent, in the aggregate, approximately 53.5% of the outstanding EQM limited partner interests (including EQM Class B units and Series A Preferred Units on an as-converted basis). The affirmative vote by ETRN and its subsidiaries with respect to the EQM limited partner interests they own will be sufficient to approve the EQM merger proposal.

On February 26, 2020, in connection with the Merger Agreement, the holders of all of the issued and outstanding Series A Preferred Units as of February 26, 2020 (each, an “Investor” and, collectively, the “Investors”) entered into a Preferred Restructuring Agreement with ETRN and EQM (the “Preferred Restructuring Agreement”), pursuant to which each Investor has agreed, subject to certain limited exceptions, to vote, or cause to be voted, all Series A Preferred Units owned (beneficially or of record) by such Investor in favor of the EQM merger proposal. As of the record date for the EQM special meeting, the Series A Preferred Units owned (beneficially or of record) by the Investors represented approximately 10.6% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis).

Q: How do I vote my ETRN common stock or EQM limited partner interests if I hold them in my own name?

A: ETRN shareholders: After you have read this joint proxy statement/prospectus carefully, please respond by completing, signing and dating your proxy card and returning it in the enclosed postage-paid envelope or by submitting your proxy by telephone or the Internet as soon as possible in accordance with the instructions provided under “The ETRN Special Meeting—Voting Procedures—Voting by ETRN shareholders.” You may also vote electronically during the virtual ETRN special meeting on the ETRN Meeting Website.

EQM limited partners: After you have read this joint proxy statement/prospectus carefully, please respond by completing, signing and dating your proxy card and returning it in the enclosed postage-paid envelope or by submitting your proxy by telephone or the Internet as soon as possible in accordance with the instructions provided under “The EQM Special Meeting—Voting Procedures—Voting by EQM Limited Partners.” You may also vote electronically during the virtual EQM special meeting on the EQM Meeting Website.

Q: If my ETRN common stock or EQM limited partner interests are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote them for me?

A: ETRN shareholders: If your ETRN common stock is held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your ETRN common stock with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote ETRN common stock held in street name by returning a proxy card directly to ETRN. You may vote electronically during the virtual ETRN special meeting using your 16-digit control number provided by your bank or broker. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use. Under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your shares of ETRN common stock on the proposals scheduled to be voted on at the ETRN special meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares of ETRN common stock. ETRN does not expect any broker non-votes at the

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ETRN special meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the ETRN stock issuance proposal and ETRN adjournment proposal are each considered non-routine. As a result, no such nominee will be permitted to vote shares of ETRN common stock at the ETRN special meeting without receiving instructions from the beneficial owner of such share of ETRN common stock.

EQM limited partners: If your EQM limited partner interests are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your EQM limited partner interests with instructions on how to vote your EQM limited partner interests. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote EQM limited partner interests held in street name by returning a proxy card directly to EQM. You may vote electronically during the virtual EQM special meeting using your 16-digit control number provided by your bank or broker. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use. Under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your EQM limited partner interests on the EQM merger proposal scheduled to be voted on at the EQM special meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such limited partner interests. EQM does not expect any broker non-votes at the EQM special meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the EQM merger proposal is considered non-routine. As a result, no such nominee will be permitted to vote your EQM limited partner interests at the EQM special meeting without receiving instructions from you.

Q: If my ETRN common stock is held through the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (the “ETRN LTIP”) or the ETRN Employee Savings Plan (the “Employee Savings Plan”), will the plan administrator or trustee vote it for me?

A: ETRN LTIP: If your ETRN common stock is held through the ETRN LTIP and you return a proxy card with no instructions, the plan administrator or its designee will vote your shares as recommended by the ETRN Board. If you do not return a proxy card, your shares will not be voted.

Employee Savings Plan: If your ETRN common stock is held through the Employee Savings Plan and you do not return a proxy card or if you return a proxy card with no instructions, the trustee will vote your shares in proportion to the way other plan participants vote their shares.

Q: When do you expect the Merger to be completed?

A: We currently expect the Merger to close in the second quarter of 2020. A number of conditions must be satisfied before ETRN and EQM can complete the Merger, including the approval of the ETRN stock issuance proposal by the ETRN shareholders and the approval of the EQM merger proposal by the EQM limited partners. Although ETRN and EQM cannot be sure when all of the conditions to the Merger will be satisfied, ETRN and EQM expect to complete the Merger as soon as practicable following the ETRN special meeting and the EQM special meeting (assuming the ETRN stock issuance proposal and the EQM merger proposal are approved by the ETRN shareholders and EQM limited partners, respectively), subject to, among other things, the registration statement of which this joint proxy statement/prospectus forms a part having been declared effective under the Securities Act of 1933, as amended (the “Securities Act”). See “The Merger Agreement—Conditions to Completion of the Merger” and “Risk Factors—Risks Related to the Merger.” The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect each party’s future business and financial results and the trading prices of ETRN common stock and EQM common units.

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Q: How does the ETRN Board recommend that the ETRN shareholders vote?

A: The ETRN Board recommends that ETRN shareholders vote FOR the ETRN stock issuance proposal and FOR the ETRN adjournment proposal.

On February 26, 2020, the ETRN Board, by unanimous vote, (i) determined that the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, are in the best interests of ETRN and the ETRN shareholders, and (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the Merger and the ETRN stock issuance. The ETRN Board recommends that the ETRN shareholders vote FOR the ETRN stock issuance proposal.

ETRN shareholders should be aware that some of ETRN’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as ETRN shareholders. See “The Merger—Interests of Certain Persons in the Merger.”

Q: How do the EQM Conflicts Committee and the EQM Board recommend that the EQM limited partners vote?

A: The conflicts committee of the board of directors of the General Partner (the “EQM Conflicts Committee”) and the board of directors of the General Partner (the “EQM Board”) each recommend that the EQM limited partners vote FOR the EQM merger proposal.

On February 26, 2020, the EQM Conflicts Committee, by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of EQM, its subsidiaries and each holder of outstanding EQM common units, other than ETRN and its affiliates (each, an “Unaffiliated Partnership Unitholder”), and (ii) approved the Merger Agreement and the transactions contemplated thereby (the foregoing constituting “Special Approval” as defined in EQM’s Fourth Amended and Restated Agreement of Limited Partnership dated as of April 10, 2019, as amended (the “EQM Partnership Agreement”)). The EQM Board (acting, in part, upon the recommendation of the EQM Conflicts Committee), by unanimous vote, (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby are in the best interests of EQM, its subsidiaries and the EQM common unitholders, and (ii) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby. The EQM Conflicts Committee and the EQM Board each unanimously recommend that the EQM limited partners vote FOR the EQM merger proposal.

For more information regarding the recommendation of the EQM Conflicts Committee and the EQM Board in making such determination under the EQM Partnership Agreement, see “The Merger—Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger.”

EQM limited partners should be aware that some of the General Partner’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as EQM limited partners. See “The Merger—Interests of Certain Persons in the Merger.”

Q: What are the U.S. federal income tax consequences to an EQM common unitholder as a result of the Merger?

A: The receipt of ETRN common stock in exchange for EQM common units pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in “United States Federal Income Tax Consequences”). A U.S. Holder will generally recognize capital gain or loss on the receipt of ETRN common stock in exchange for EQM common units. However, a portion of this gain or loss, which could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by EQM and its

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subsidiaries. Passive losses that were not deductible by a U.S. Holder in prior taxable periods because they exceeded a U.S. Holder’s share of EQM’s income may become available to offset a portion of the gain recognized by such U.S. Holder. A U.S. Holder’s tax basis in the shares of ETRN common stock received in the Merger will equal the fair market value of such shares. See “United States Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of the Merger.

Q: What are the U.S. federal income tax consequences for an EQM common unitholder of the ownership of ETRN common stock after the Merger is completed?

A: ETRN is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by ETRN to a shareholder who is a U.S. Holder will generally be included in such U.S. Holder’s income as ordinary dividend income to the extent of ETRN’s current or accumulated “earnings and profits” as determined under U.S. federal income tax principles. Distributions of cash in excess of ETRN’s current and accumulated earnings and profits will be treated as a non-taxable return of capital reducing a U.S. Holder’s adjusted tax basis in such U.S. Holder’s ETRN common stock and, to the extent the distribution exceeds such shareholder’s adjusted tax basis, as capital gain from the sale or exchange of such ETRN common stock. See “United States Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of owning and disposing of ETRN common stock received in the Merger.

Q: Are ETRN shareholders or EQM limited partners entitled to appraisal rights?

A: No. Neither ETRN shareholders nor EQM limited partners are entitled to appraisal rights in connection with the Merger under applicable law or contractual appraisal rights under ETRN’s organizational documents, the EQM Partnership Agreement or the Merger Agreement.

Q: What if I do not specify an instruction and I hold my share legally?

A: If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the ETRN common stock (other than ETRN common stock held through the Employee Savings Plan) represented by your proxy will be voted as recommended by the ETRN Board with respect to that proposal or the EQM limited partner interests represented by your proxy will be voted as recommended by the EQM Board with respect to that proposal. See “—Q: If my ETRN common stock is held through the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (the “ETRN LTIP”) or the ETRN Employee Savings Plan (the “Employee Savings Plan”), will the plan administrator or trustee vote it for me?”

For purposes of each of the ETRN special meeting and the EQM special meeting, an abstention occurs when an ETRN shareholder or EQM limited partner, as applicable, participates in the applicable virtual meeting and does not vote or returns a proxy with an “abstain” instruction.

ETRN

ETRN Stock Issuance Proposal: Pursuant to the rules of the NYSE, an abstention will have the same effect as a vote cast “AGAINST” the ETRN stock issuance proposal. If an ETRN shareholder does not participate in the virtual ETRN special meeting and does not submit a proxy, it will have no effect on whether the ETRN stock issuance proposal is approved (assuming a quorum is present).

ETRN Adjournment Proposal: Pursuant to Pennsylvania law, an abstention will not be considered a vote cast; therefore, an abstention will have no effect on the ETRN adjournment proposal. If an ETRN shareholder does not participate in the virtual ETRN special meeting and does not submit a proxy, it will have no effect on whether the ETRN adjournment proposal is approved.

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EQM

EQM Merger Proposal: An abstention will have the same effect as a vote cast “AGAINST” the EQM merger proposal. If an EQM limited partner does not participate in the virtual EQM special meeting and does not submit a proxy, it will have the same effect as a vote cast “AGAINST” the EQM merger proposal (assuming a quorum is present).

Q: If I am planning to participate in a virtual meeting, should I still vote by proxy?

A: Yes. Whether or not you plan to participate in the virtual ETRN special meeting or the virtual EQM special meeting, as applicable, you should vote by proxy. Your ETRN common stock or EQM limited partner interests will be voted only if you vote by proxy or vote electronically during the virtual ETRN special meeting or the virtual EQM special meeting, as applicable.

Q: Who may attend the virtual ETRN special meeting and the virtual EQM special meeting?

A: The ETRN special meeting and the EQM special meeting will each be held solely via live webcast due to the ongoing public health considerations associated with COVID-19 and you will not be able to attend the ETRN special meeting or the EQM special meeting in-person.

The ETRN special meeting will be held virtually on June 15, 2020 at 9:00 a.m. Eastern Time via live webcast on the ETRN Meeting Website. To participate in the virtual ETRN special meeting, you will need the 16-digit control number included on your proxy card or on the VIF that accompanied your proxy materials. ETRN shareholders will be able to log in beginning at 8:45 a.m. Eastern Time on June 15, 2020. We encourage ETRN shareholders to access the ETRN special meeting prior to the start time.

The EQM special meeting will be held virtually on June 15, 2020 at 9:30 a.m. Eastern Time via live webcast on the EQM Meeting Website. To participate in the virtual EQM special meeting, you will need the 16-digit control number included on your proxy card or on the VIF that accompanied your proxy materials. EQM limited partners will be able to log in beginning at 9:15 a.m. Eastern Time on June 15, 2020. We encourage EQM limited partners to access the EQM special meeting prior to the start time.

Q: Can I change my vote after I have submitted my proxy?

A: Yes. If you own your ETRN common stock or EQM limited partner interests in your own name, you may revoke your proxy at any time prior to its exercise by:

• giving written notice of revocation that is received by ETRN’s Corporate Secretary or the General Partner’s Corporate Secretary, as applicable, at or before the ETRN special meeting or the EQM special meeting, as applicable;

• participating in and voting electronically during the virtual ETRN special meeting or the virtual EQM special meeting, as applicable; or

• properly completing and executing a later dated proxy and delivering it to ETRN’s Corporate Secretary or the General Partner’s Corporate Secretary, as applicable, at or before the ETRN special meeting or the EQM special meeting, as applicable, or properly completing and submitting a later dated proxy by Internet or telephone.

Q: What should I do if I receive more than one set of voting materials for the ETRN special meeting or the EQM special meeting?

A: If you receive more than one proxy card as an ETRN shareholder of record, you have shares registered differently in more than one account. If you receive more than one proxy card as an EQM limited partner, you

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have limited partner interests registered differently in more than one account. We encourage you to have all accounts registered in the same name and address whenever possible. You can do this by contacting ETRN’s and EQM’s transfer agent, American Stock Transfer & Trust Company, LLC, at 6201 15th Avenue, Brooklyn, New York 11219, at its toll-free number (1-800-937-5449), by email at help@astfinancial.com, or on its website www.astfinancial.com. If you receive more than one proxy card, it is important that you return each proxy card with voting instructions for your votes to be counted. If you receive more than one voting instruction card, please contact the broker, bank or other holder of record holding your shares to determine whether you can consolidate your accounts.

Q: Whom do I call if I have further questions about voting, the meetings or the Merger?

A: ETRN shareholders and EQM limited partners who have questions about the Merger, including the procedures for voting their shares or interests, or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:

ETRN shareholders	EQM limited partners
Banks and Brokers Call: (212) 269-5550 All Others Call Toll Free: (866) 751-6313 Email: etrn@dfking.com	Banks and Brokers Call: (212) 269-5550 All Others Call Toll Free: (866) 745-0271 Email: eqm@dfking.com
or	or
Equitrans Midstream Corporation 2200 Energy Drive Canonsburg, Pennsylvania 15317 Telephone: (724) 271-7600 Attention: Corporate Secretary	EQM Midstream Partners, LP 2200 Energy Drive Canonsburg, Pennsylvania 15317 Telephone: (724) 271-7600 Attention: Corporate Secretary

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SUMMARY

This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all the information that may be important to you. ETRN and EQM urge you to read carefully this joint proxy statement/prospectus in its entirety, including the Annexes. Additionally, important information, which ETRN and EQM also urge you to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

The Parties

Equitrans Midstream Corporation

ETRN is a corporation incorporated under the laws of the Commonwealth of Pennsylvania. ETRN common stock is listed on the NYSE under the trading symbol “ETRN.” ETRN, through its control of EQM, is one of the largest natural gas gatherers in the U.S. and holds a significant transmission footprint in the Appalachian Basin. ETRN has no operations independent of EQM, and its only cash-generating assets are its interests in EQM.

ETRN’s principal executive offices are located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, and its telephone number is (724) 271-7600.

EQM Midstream Partners, LP and EQGP Services, LLC

EQM is a publicly traded limited partnership organized under the laws of the State of Delaware. EQM common units are listed on the NYSE under the trading symbol “EQM.” EQM is one of the largest natural gas gatherers in the U.S. and holds a significant transmission footprint in the Appalachian Basin. EQM’s operations are focused primarily in southwestern Pennsylvania, northern West Virginia and southeastern Ohio, which are strategic locations in the natural gas shale plays known as the Marcellus and Utica Shales. EQM provides a majority of its natural gas gathering, transmission and storage services under long-term, firm contracts or contracts with minimum volume commitments (“MVCs”).

EQGP Services, LLC is the general partner of EQM. Its board of directors and executive officers manage EQM. The General Partner is indirectly wholly owned by ETRN.

EQM’s and the General Partner’s principal executive offices are located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, and their telephone number is (724) 271-7600.

EQM LP Corporation

EQM LP is a Delaware corporation and a wholly owned subsidiary of ETRN that was incorporated on February 24, 2020, for the purpose of effecting the Merger. EQM LP has not conducted any activities other than those incidental to its incorporation and the matters contemplated by the Merger Agreement.

EQM LP’s principal executive offices are located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, and its telephone number is (724) 271-7600.

LS Merger Sub, LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of EQM LP formed on February 24, 2020, for the purpose of effecting the Merger. Upon completion of the Merger, Merger Sub will merge with and into EQM, with EQM continuing and surviving as a wholly owned subsidiary of ETRN. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement.

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Merger Sub’s principal executive offices are located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, and its telephone number is (724) 271-7600.

Relationship Between the Parties

As of January 31, 2020, ETRN owned, directly or indirectly, 117,245,455 EQM common units and 7,000,000 EQM Class B units (collectively representing, after taking into account the Series A Preferred Units on an as-converted basis, an approximate 53.5% limited partner interest in EQM).

ETRN also owns the entire non-economic general partner interest in EQM through its indirect ownership of the General Partner. Certain of the executive officers and directors of the General Partner are also executive officers or directors of ETRN. See “The Merger—Interests of Certain Persons in the Merger—Common Directors and Executive Officers.”

In addition, in January and February 2019, ETRN and EQM completed the EQGP Simplification (as defined herein) and the IDR Simplification (as defined herein). For more information on the EQGP Simplification and the IDR Simplification, see “The Merger—Background of the Merger.”

The Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with Delaware law, at the effective time of the Merger (the “Effective Time”), Merger Sub, a wholly owned subsidiary of EQM LP, will merge with and into EQM, with EQM continuing as the surviving entity and an indirect wholly owned subsidiary of ETRN.

The Merger Consideration

At the Effective Time, subject to any applicable withholding tax, (i) each outstanding EQM common unit not owned by ETRN or its subsidiaries will be converted into the right to receive (assuming no adjustment contemplated by the Merger Agreement) 2.44 shares of ETRN common stock, (ii) (x) $600.0 million aggregate principal amount of EQM’s issued and outstanding Series A Preferred Units will be redeemed by EQM for cash at 101% of the Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (y) after giving effect to such redemption, each remaining issued and outstanding Series A Preferred Unit will be exchanged for 2.44 ETRN Preferred Shares (as described in the section entitled “The Preferred Restructuring Agreement” and on the terms set forth in the Preferred Restructuring Agreement attached as Annex B to this joint proxy statement/prospectus), and (iii) each EQM common unit and EQM Class B unit owned by ETRN or its subsidiaries will not be cancelled, will not be converted into the Merger Consideration, and will remain outstanding as a limited partner interest in the surviving entity. The General Partner Interest (as defined in the Merger Agreement) will also remain outstanding, unaffected by the Merger.

ETRN will not issue any fractional shares of ETRN common stock in the Merger. Instead of receiving any fractions of a share of ETRN common stock, all fractions of shares of ETRN common stock to which a holder of EQM common units would otherwise have been entitled shall be aggregated and the resulting fraction will be rounded up to the nearest whole share of ETRN common stock.

Treatment of Phantom Units

Each outstanding phantom unit relating to an EQM common unit issued pursuant to the EQM LTIP, and any other award issued pursuant to the EQM LTIP, whether vested or unvested, will be converted into the right to receive, with respect to each EQM common unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights), less applicable withholding tax.

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ETRN Special Meeting

Where and When: Due to the ongoing public health considerations associated with COVID-19, the ETRN special meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/ETRN2020SM, on June 15, 2020 at 9:00 a.m. Eastern Time and you will not be able to be physically present at the ETRN special meeting. You will be able to virtually participate, electronically vote your shares of ETRN common stock and submit questions online during the ETRN special meeting.

To participate in the virtual ETRN special meeting, you will need the 16-digit control number included on your proxy card or on the VIF that accompanied your proxy materials. The ETRN special meeting webcast will begin promptly at 9:00 a.m. Eastern Time on June 15, 2020, and ETRN shareholders will be able to log in beginning at 8:45 a.m. Eastern Time on June 15, 2020. We encourage ETRN shareholders to access the ETRN special meeting prior to the start time.

The virtual ETRN special meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants in the ETRN special meeting should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage participants in the ETRN special meeting to log on to the live webcast 15 minutes prior to the start time of the meeting and ensure that they can hear streaming audio.

What you are being asked to vote on: At the ETRN special meeting, ETRN shareholders will vote on the ETRN stock issuance proposal and the ETRN adjournment proposal. ETRN shareholders may also be asked to consider other matters as may properly come before the ETRN special meeting. At this time, ETRN knows of no other matters that will be presented for the consideration of the ETRN shareholders at the ETRN special meeting.

Who may vote: You may vote at the ETRN special meeting if you owned ETRN common stock at the close of business on the record date for the ETRN special meeting of April 29, 2020. On that date, there were 230,133,830 shares of ETRN common stock outstanding. You may cast one vote for each outstanding share of ETRN common stock that you owned on the record date for the ETRN special meeting.

What vote is needed: Approval of the ETRN stock issuance proposal requires the affirmative vote of a majority of the total votes cast on such proposal, which under NYSE rules includes votes for, votes against and abstentions, with abstentions having the same effect as a vote against the ETRN stock issuance proposal. Approval of the ETRN adjournment proposal requires the affirmative vote of a majority of the votes cast on such proposal, which under Pennsylvania law includes votes for and against, but not abstentions.

The directors and executive officers of ETRN beneficially owned, in the aggregate, approximately 0.59% of the outstanding ETRN common stock as of April 27, 2020. ETRN believes that the directors and executive officers of ETRN will vote in favor of the ETRN stock issuance proposal and the ETRN adjournment proposal.

EQM Special Meeting

Where and When: Due to the ongoing public health considerations associated with COVID-19, the EQM special meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/EQM2020, on June 15, 2020 at 9:30 a.m. Eastern Time and you will not be able to be physically present at the EQM special meeting. You will be able to virtually participate, electronically vote your EQM limited partner interests and submit questions online during the EQM special meeting.

To participate in the virtual EQM special meeting, you will need the 16-digit control number included on your proxy card or on the VIF that accompanied your proxy materials. The EQM special meeting webcast will begin promptly at 9:30 a.m. Eastern Time on June 15, 2020, and EQM limited partners will be able to log in beginning at 9:15 a.m. Eastern Time on June 15, 2020. We encourage EQM limited partners to access the EQM special meeting prior to the start time.

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The virtual EQM special meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants in the EQM special meeting should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage participants in the EQM special meeting to log on to the live webcast 15 minutes prior to the start time of the meeting and ensure that they can hear streaming audio.

What you are being asked to vote on: At the EQM special meeting, EQM limited partners will vote on the EQM merger proposal. EQM limited partners also may be asked to consider other matters as may properly come before the EQM special meeting. At this time, EQM knows of no other matters that will be presented for the consideration of the EQM limited partners at the EQM special meeting.

Who may vote: You may vote at the EQM special meeting if you owned EQM limited partner interests at the close of business on the record date for the EQM special meeting of April 29, 2020. On that date, there were 200,457,630 EQM common units, 7,000,000 EQM Class B units and 24,605,291 Series A Preferred Units outstanding. You may cast one vote for each outstanding EQM limited partner interest, including any EQM Class B units and any Series A Preferred Units on an as-converted basis, that you owned on the record date for the EQM special meeting.

What vote is needed: Approval of the EQM merger proposal requires the affirmative vote of holders of a majority of the outstanding EQM common units, outstanding EQM Class B units, and outstanding Series A Preferred Units, with such Series A Preferred Units to be treated as EQM common units on an as-converted basis, voting together as a single class.

Pursuant to the Merger Agreement, ETRN has agreed to vote or cause to be voted all partnership interests in EQM beneficially owned by ETRN or its subsidiaries in favor of the EQM merger proposal (unless the Merger Agreement has otherwise been earlier terminated). As of the record date for the EQM special meeting, ETRN and its subsidiaries beneficially owned 124,245,455 EQM limited partner interests which represent, in the aggregate, approximately 53.5% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis). The affirmative vote by ETRN and its subsidiaries with respect to the EQM limited partner interests they own will be sufficient to approve the EQM merger proposal. Additionally, pursuant to the Preferred Restructuring Agreement, each Investor has agreed, subject to certain limited exceptions, to vote, or cause to be voted, all Series A Preferred Units beneficially owned by such Investor in favor of the EQM merger proposal. As of the record date for the EQM special meeting, the holders of the Series A Preferred Units owned (beneficially or of record) approximately 10.6% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis). Collectively, ETRN and its subsidiaries and the Investors have agreed to vote or cause to be voted approximately 64.1% of the outstanding EQM limited partner interests (after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis) in favor of the EQM merger proposal.

The directors and executive officers of the General Partner beneficially owned, in the aggregate, approximately 0.02% of the outstanding EQM limited partner interests as of the record date for the EQM special meeting, after taking into account the EQM Class B units and the Series A Preferred Units on an as-converted basis. ETRN and EQM believe that the directors and executive officers of the General Partner will vote in favor of the EQM merger proposal.

Postponements and Adjournments: Pursuant to the EQM Partnership Agreement, the General Partner may postpone the EQM special meeting one or more times for any reason by giving notice to each EQM limited partner entitled to vote at the EQM special meeting so postponed of the place, date and hour at which such postponed meeting would be held not fewer than two days before the date of the EQM special meeting. In addition, the EQM special meeting may be adjourned by the General Partner one or more times for any reason,

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including the failure of a quorum to be present at the EQM special meeting with respect to the EQM merger proposal or the failure of the EQM merger proposal to receive sufficient votes for approval. No vote of EQM limited partners is required for any adjournment.

Recommendation of the ETRN Board and Its Reasons for the Merger

At a special telephonic meeting held on February 26, 2020, the ETRN Board, by unanimous vote, (i) determined that the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, are in the best interests of ETRN and the ETRN shareholders, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, and (iii) resolved to submit the approval of the ETRN stock issuance to a vote of the ETRN shareholders and recommend that the ETRN shareholders approve the ETRN stock issuance. See “The Merger—Recommendation of the ETRN Board and its Reasons for the Merger.”

ETRN shareholders should be aware that some of ETRN’s directors and executive officers may have interests in the transactions that are different from, or in addition to, the interests they may have as ETRN shareholders. See “The Merger—Interests of Certain Persons in the Merger.”

The ETRN Board recommends that the ETRN shareholders vote FOR the ETRN stock issuance proposal and FOR the ETRN adjournment proposal.

Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger

At a telephonic meeting of the EQM Conflicts Committee held on February 26, 2020, the EQM Conflicts Committee, by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of EQM and its subsidiaries and the Unaffiliated Partnership Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting “Special Approval” (as defined in the EQM Partnership Agreement), (iii) recommended that the EQM Board approve the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) resolved, and recommended that the EQM Board resolve, to recommend approval of the Merger Agreement and the Merger by the EQM limited partners at a special meeting of the EQM limited partners.

Later on February 26, 2020, at a telephonic meeting of the EQM Board, the EQM Board (acting, in part, upon the recommendation of the EQM Conflicts Committee), by unanimous vote, (i) determined that the forms, terms and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of EQM and its subsidiaries and the EQM common unitholders, (ii) authorized the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) authorized the submittal of a proposal to approve the adoption of the Merger Agreement and the Merger to a vote of the EQM limited partners at a special meeting of the EQM limited partners, and (iv) resolved to recommend approval of the adoption of the Merger Agreement and the Merger by the EQM limited partners at a special meeting of the EQM limited partners. For more information regarding the recommendation of the EQM Conflicts Committee and the EQM Board, see “The Merger—Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger.”

EQM limited partners should be aware that some of the General Partner’s directors and executive officers may have interests in the transactions that are different from, or in addition to, the interests they may have as EQM limited partners. See “The Merger—Interests of Certain Persons in the Merger.”

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The EQM Conflicts Committee and the EQM Board each recommend that the EQM limited partners vote FOR the EQM merger proposal.

Opinion of the Financial Advisor to ETRN

ETRN retained Guggenheim Securities, LLC (“Guggenheim Securities”) as its financial advisor in connection with the Merger. Guggenheim Securities rendered an opinion to the ETRN Board to the effect that, as of February 26, 2020 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio was fair, from a financial point of view, to ETRN. The full text of Guggenheim Securities’ written opinion, which is attached as Annex C to this joint proxy statement/prospectus and incorporated herein by reference, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets, commodities markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion.

Guggenheim Securities’ opinion was provided to the ETRN Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Exchange Ratio. Guggenheim Securities’ opinion and any materials provided in connection therewith did not constitute a recommendation to the ETRN Board with respect to the Merger or the transactions contemplated by the two share purchase agreements (the “Share Purchase Agreements”) entered into by ETRN and EQT Corporation (“EQT”), the Preferred Restructuring Agreement and that certain Gas Gathering and Compression Agreement, dated as of February 26, 2020, by and among EQM, EQT and/or certain of their respective subsidiaries (the “EQT Global GGA”) and any reduction of ETRN dividends or EQM distributions (collectively, the “Related Transactions”), nor does Guggenheim Securities’ opinion or the summary of its underlying financial analyses elsewhere in this joint proxy statement/prospectus constitute advice or a recommendation to any holder of ETRN common stock or EQM common units, Series A Preferred Units or EQM Class B units as to how to vote or act in connection with the Merger, the Related Transactions or otherwise. Guggenheim Securities’ opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to ETRN and does not address any other term, aspect or implication of the Merger (including, without limitation, the form or structure of the Merger), the Merger Agreement or any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or the Related Transactions.

For a description of the opinion that the ETRN Board received from Guggenheim Securities, see “The Merger—Opinion of the Financial Advisor to ETRN beginning on page 59.

Opinion of the Financial Advisor to the EQM Conflicts Committee

The EQM Conflicts Committee retained Evercore Group L.L.C. (“Evercore”) to act as its financial advisor in connection with evaluating the proposed Merger. At the request of the EQM Conflicts Committee, at a telephonic meeting of the EQM Conflicts Committee held on February 26, 2020, Evercore rendered its oral opinion to the EQM Conflicts Committee (subsequently confirmed in writing on the same date) that, as of February 26, 2020, based upon and subject to assumptions made, procedures followed, matters considered and qualifications and limitations of the review undertaken by Evercore in rendering its opinion as set forth therein, the Exchange Ratio was fair, from a financial point of view, to EQM and the holders of EQM common units other than ETRN, the General Partner and their respective affiliates, with such holders referred to in this joint proxy statement/prospectus as the “EQM Public Common Unitholders.”

The opinion speaks only as of the date it was delivered and not as of the time the Merger will be completed or any other date. The opinion does not reflect changes that may occur or may have occurred after February 26, 2020, which could alter the facts and circumstances on which Evercore’s opinion was based. It is understood that subsequent developments or information of which Evercore is, or was, not aware may affect Evercore’s opinion, but Evercore does not have any obligation to update, revise or reaffirm its opinion.

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The full text of the written opinion of Evercore, dated as of February 26, 2020, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken in rendering its opinion, is attached hereto as Annex D. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was directed to the EQM Conflicts Committee (in its capacity as such), and only addressed the fairness, from a financial point of view, as of February 26, 2020, to EQM and the EQM Public Common Unitholders of the Exchange Ratio. Evercore’s opinion did not address any other term, aspect or implications of the Merger. Neither Evercore’s opinion, the summary of such opinion nor the related analyses set forth in this joint proxy statement/prospectus are intended to be, and they do not constitute, a recommendation to the EQM Conflicts Committee or to any other person in respect of the Merger or any other matter, including as to how any holder of EQM common units should act or vote in respect of the Merger. The summary of Evercore’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion.

For further information, see the section of this joint proxy statement/prospectus entitled “The Merger–Financial Advisor to the EQM Conflicts Committee” and the full text of the written opinion of Evercore attached as Annex D hereto.

Interests of Certain Persons in the Merger

EQM limited partners should be aware that some of the executive officers and directors of the General Partner have interests in the transaction that may differ from, or may be in addition to, the interests of EQM limited partners generally. These interests include:

• certain of the executive officers and directors of the General Partner are also executive officers and directors of ETRN;

• the directors and officers of the General Partner are entitled to continued indemnification and insurance coverage under the Merger Agreement;

• certain of the directors and executive officers of the General Partner beneficially own EQM limited partner interests and/or phantom units and will receive the applicable Merger Consideration upon completion of the Merger; and

• certain of the executive officers and certain of the directors of the General Partner beneficially own ETRN common stock and/or ETRN equity awards.

ETRN shareholders should be aware that some of the executive officers and directors of ETRN have interests in the transaction that may differ from, or may be in addition to, the interests of ETRN shareholders generally. These interests include:

• certain of the executive officers and directors of ETRN are also executive officers and directors of the General Partner;

• directors and executive officers of ETRN prior to the Merger are expected to continue as directors and executive officers of ETRN after the Merger; and

• certain of the executive officers and certain of the directors of ETRN beneficially own EQM limited partner interests and/or phantom units, and these directors and executive officers will receive the applicable Merger Consideration upon completion of the Merger.

Conditions to Completion of the Merger

ETRN and EQM may not complete the Merger unless each of the following conditions is satisfied or, to the extent permissible, waived:

• EQM has obtained EQM limited partner approval;

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• ETRN has obtained the ETRN shareholder approval;

• no restraint is in effect enjoining, restraining, preventing or prohibiting the completion of the transactions contemplated by the Merger Agreement or making the completion of the transactions contemplated by the Merger Agreement illegal;

• the registration statement of which this joint proxy statement/prospectus forms a part must have been declared effective under the Securities Act and no stop order suspending the effectiveness of the registration statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC;

• the ETRN common stock deliverable to the EQM common unitholders as contemplated by the Merger Agreement must have been approved for listing on the NYSE, subject to official notice of issuance;

• a tax opinion must have been delivered to ETRN, in form and substance approved by EQT, satisfying the requirements of an unqualified tax opinion (as defined in the Tax Matters Agreement by and between ETRN and EQT, dated as of November 12, 2018 (the “Tax Matters Agreement”)), with respect to the transactions contemplated by the Merger Agreement (the “TMA Closing Opinion”); and

• the closing of the restructuring of the Series A Preferred Units, in connection with which (i) $600.0 million aggregate principal amount of EQM’s issued and outstanding Series A Preferred Units will be redeemed by EQM for cash at 101% of the Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (ii) after giving effect to such redemption, each remaining issued and outstanding Series A Preferred Unit will be exchanged for 2.44 ETRN Preferred Shares (collectively, the “Preferred Restructuring”), must have occurred or must occur concurrently.

The obligations of ETRN, EQM LP and Merger Sub to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

• the representations and warranties in the Merger Agreement of EQM and the General Partner being true and correct as of February 26, 2020 and as of the closing date of the Merger (except to the extent expressly made as of an earlier date, in which case as of such date), subject to certain standards, including materiality and material adverse effect qualifications, as described in “The Merger Agreement—Conditions to Completion of the Merger”;

• EQM and the General Partner having performed in all material respects all obligations required to be performed by each of them under the Merger Agreement; and

• the receipt by ETRN of an officer’s certificate signed on behalf of EQM and the General Partner by an executive officer of the General Partner certifying that the preceding conditions have been satisfied.

The obligation of EQM to effect the Merger is subject to the satisfaction or waiver of the following additional conditions:

• the representations and warranties in the Merger Agreement of ETRN being true and correct as of February 26, 2020 and as of the closing date of the Merger (except to the extent expressly made as of an earlier date, in which case as of such date), subject to certain standards, including materiality and material adverse effect qualifications, as described in “The Merger Agreement—Conditions to Completion of the Merger”;

• ETRN, EQM LP and Merger Sub having performed in all material respects all obligations required to be performed by each of them under the Merger Agreement; and

• the receipt by EQM of an officer’s certificate signed on behalf of ETRN by an executive officer of ETRN certifying that the preceding conditions have been satisfied.

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EQM Conflicts Committee and EQM Board Recommendation and EQM Adverse Recommendation Change

The Merger Agreement generally provides that, subject to the exceptions described below, neither the EQM Conflicts Committee nor the EQM Board will make an EQM adverse recommendation change (as described under “The Merger Agreement—EQM Conflicts Committee and EQM Board Recommendation and EQM Adverse Recommendation Change”).

The EQM Conflicts Committee may, however, make an EQM adverse recommendation change in response to an alternative proposal or an EQM changed circumstance if the EQM Conflicts Committee, after consultation with its financial advisor and outside legal counsel, determines in good faith that the failure to take such action would constitute a breach of, or otherwise be inconsistent with, its duties under applicable law, as modified by the EQM Partnership Agreement, and the EQM Conflicts Committee complies with certain provisions of the Merger Agreement as described under “The Merger Agreement—EQM Conflicts Committee and EQM Board Recommendation and EQM Adverse Recommendation Change.”

EQM Limited Partner Approval

EQM has agreed to hold a special meeting of the EQM limited partners as promptly as practicable after the date that the registration statement of which this joint proxy statement/prospectus forms a part is declared effective under the Securities Act for purposes of obtaining the EQM limited partner approval. See “The Merger—The EQM Special Meeting.” Unless the Merger Agreement is validly terminated in accordance with its terms, this obligation is not affected by the withdrawal or modification by the EQM Board or the EQM Conflicts Committee of its recommendation or any other action by the EQM Board or the EQM Conflicts Committee, as the case may be, with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement.

The Merger Agreement also requires EQM, through the EQM Board and the EQM Conflicts Committee, to recommend to the EQM limited partners approval of the Merger Agreement (subject to the ability of the EQM Conflicts Committee to change such recommendation as described herein) and to use reasonable best efforts to obtain from the EQM limited partners the EQM limited partner approval.

ETRN Shareholder Approval

ETRN has agreed to hold a special meeting of the ETRN shareholders as promptly as practicable after the date that the registration statement of which this joint proxy statement/prospectus forms a part is declared effective under the Securities Act for the purpose of obtaining the ETRN shareholder approval. See “The Merger—The ETRN Special Meeting.” Unless the Merger Agreement is validly terminated in accordance with its terms, this obligation is not affected by the withdrawal or modification by the ETRN Board of its recommendation or any other action by the ETRN Board with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement.

The Merger Agreement also requires ETRN, through the ETRN Board, to recommend that the ETRN shareholders approve the ETRN stock issuance and use reasonable best efforts to solicit and obtain from the ETRN shareholders the ETRN shareholder approval.

No Solicitation by EQM of Alternative Proposals

The Merger Agreement contains provisions prohibiting EQM from seeking an alternative proposal. Under these “no solicitation” covenants, EQM has agreed that it will not, and will cause its subsidiaries and use

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reasonable best efforts to cause its and its subsidiaries’ respective representatives not to, directly or indirectly, except as permitted by the Merger Agreement or otherwise consented to by ETRN:

• solicit, initiate, knowingly facilitate, knowingly encourage or knowingly induce the submission of an alternative proposal;

• grant any waiver or release of any standstill or similar agreement with respect to any partnership interests of EQM;

• enter into any acquisition agreement with respect to any alternative proposal; or

• make an EQM adverse recommendation change.

EQM has agreed that it will, and the General Partner will use its reasonable best efforts to cause its and EQM’s and its subsidiaries’ respective representatives to, cease and cause to be terminated any discussions or negotiations with any persons conducted prior to the execution of the Merger Agreement with respect to an alternative proposal and immediately prohibit any access by any person to confidential information relating to a possible alternative proposal.

After the date of the Merger Agreement and before EQM obtains the EQM limited partner approval, if (i) EQM has received an unsolicited written alternative proposal that the EQM Conflicts Committee believes is bona fide, (ii) the EQM Conflicts Committee, after consultation with its financial advisors and outside legal counsel, determines in good faith that such alternative proposal constitutes or could reasonably be expected to lead to or result in a superior proposal and failure to take such action would constitute a breach of, or otherwise be inconsistent with, its duties under applicable laws, as modified by the EQM Partnership Agreement, and (iii) such alternative proposal did not result from a breach of the “no solicitation” covenants in the Merger Agreement, then EQM may (x) furnish information, including confidential information, with respect to EQM and its subsidiaries to the person making such alternative proposal and (y) participate in discussions or negotiations regarding such alternative proposal; provided, however, that (A) EQM will not, and will use its reasonable best efforts to cause its respective representatives not to, disclose any non-public information to such person unless EQM has, or first enters into, a confidentiality agreement with such person of the nature generally used in similar circumstances, as determined by EQM in its reasonable business judgment, and (B) EQM will provide to ETRN non-public information with respect to EQM and its subsidiaries that was not previously provided or made available to ETRN prior to or substantially concurrently with providing or making available such non-public information to such other person.

Termination of the Merger Agreement

The Merger Agreement may be terminated prior to the closing of the Merger:

• by the mutual written consent of ETRN and EQM duly authorized by the ETRN Board and the EQM Conflicts Committee, respectively.

• by either of ETRN or EQM:

• if the closing of the Merger does not occur on or before August 26, 2020; provided, that this termination right will not be available to (a) ETRN or EQM if the inability to satisfy any condition under the Merger Agreement necessary for closing of the Merger was due to the failure of, in the case of ETRN, ETRN, EQM LP or Merger Sub, or, in the case of EQM, EQM or the General Partner, to perform and comply in all material respects with the covenants and agreements to be performed or complied with by such entity prior to the closing of the Merger and (b) ETRN or EQM if, in the case of ETRN, EQM or the General Partner, or, in the case of EQM, ETRN, EQM LP or Merger Sub, has filed and is pursuing an action seeking specific performance as permitted pursuant to the terms of the Merger Agreement;

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• if any restraint by a government authority is in effect and has become final and nonappealable; provided, however, that this termination right is not available to ETRN or EQM if such restraint was due to the failure of, in the case of ETRN, ETRN, EQM LP or Merger Sub, or, in the case of EQM, EQM or the General Partner, to perform any of its obligations under the Merger Agreement;

• if the EQM special meeting has occurred and the EQM limited partner approval has not been obtained;

• if the ETRN special meeting has occurred and the ETRN shareholder approval has not been obtained; or

• if the EQM Conflicts Committee makes an EQM adverse recommendation change as a result of an EQM changed circumstance (and not as a result of a superior proposal) prior to receipt of the EQM limited partner approval;

• by ETRN:

• if EQM or the General Partner has breached or failed to perform any of its covenants or agreements in the Merger Agreement, or any representations or warranties with respect to the organization and standing of EQM, the General Partner and their respective subsidiaries, EQM’s and the General Partner’s authority to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, the applicable limited partner voting requirements for approval of the Merger Agreement and transactions contemplated thereby, or the absence of certain changes or events become untrue, in a way that the related condition to closing would not be satisfied, and such breach is either incurable or not cured within 30 days (unless ETRN, EQM LP or Merger Sub is also in material breach of any representations, warranties, covenants or agreements in the Merger Agreement); or

• if prior to receipt of the EQM limited partner approval, EQM is in willful breach of the “no-solicitation” covenant in the Merger Agreement (unless ETRN, EQM LP or Merger Sub is in material breach of any representations, warranties, covenants or agreements in the Merger Agreement).

• by EQM:

• if ETRN has breached or failed to perform any of its covenants or agreements in the Merger Agreement, or any representations or warranties with respect to the organization and standing of ETRN and its subsidiaries, the authority of ETRN, EQM LP and Merger Sub to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement or the absence of certain changes or events become untrue, in a way that the related condition to closing would not be satisfied, and such breach is either incurable or not cured within 30 days (unless EQM or the General Partner is also in material breach of any representations, warranties, covenants or agreements in the Merger Agreement); or

• prior to receipt of the EQM limited partner approval, in order to enter into (concurrently with such termination) any agreement, understanding or arrangement relating to a superior proposal.

Effect of Termination; Termination Fees

If the Merger Agreement is validly terminated, then, except as described below, each of the parties will be relieved of its duties and obligations and such termination will be without liability to either party. However, termination will not relieve any party of any liability for failure to consummate the Merger and other transactions contemplated by the Merger Agreement when required under the agreement or for intentional fraud or any “willful breach” (as defined in the Merger Agreement).

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The Merger Agreement contains various amounts payable under the circumstances described below:

• if the Merger Agreement is validly terminated by (i) ETRN or EQM as a result of the EQM Conflicts Committee making a change in recommendation prior to receipt of the EQM limited partner approval, (ii) ETRN as a result of a willful breach by EQM of the “no-solicitation” covenant in the Merger Agreement prior to receipt of the EQM limited partner approval, (iii) ETRN or EQM if the EQM special meeting has occurred and the EQM limited partner approval has not been obtained in a case where the EQM Conflicts Committee has made a change in recommendation, (iv) EQM if the closing of the Merger has not occurred on or before August 26, 2020 and, at the time of such termination, (A) the EQM limited partner approval has not been obtained and (B) ETRN would have been permitted to terminate the Merger Agreement as a result of the EQM Conflicts Committee making a change in recommendation or (v) EQM in order to enter into (concurrently with such termination) any agreement, understanding or arrangement relating to a superior proposal, then EQM will pay to ETRN a termination fee equal to $36.5 million (the “EQM Termination Fee”) within two business days after the date of termination;

• if the Merger Agreement is validly terminated by (i) ETRN or EQM if the EQM special meeting has occurred and the EQM limited partner approval has not been obtained or (ii) ETRN due to a material uncured breach by EQM or the General Partner of any of its covenants or agreements, or representations or warranties with respect to the organization and standing of EQM, the General Partner and their respective subsidiaries, EQM’s and the General Partner’s authority to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement, the applicable limited partner voting requirements for approval of the Merger Agreement and transactions contemplated thereby or the absence of certain changes or events, then EQM will promptly pay ETRN’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by ETRN and its affiliates in connection with the Merger Agreement and the transactions contemplated thereby up to a maximum of $10.0 million; and

• if the Merger Agreement is validly terminated by (i) ETRN or EQM if the ETRN special meeting has occurred and the ETRN shareholder approval has not been obtained or (ii) EQM due to a material uncured breach by ETRN, EQM LP or Merger Sub of any of its covenants or agreements, or representations or warranties with respect to the organization and standing of ETRN and its subsidiaries, the authority of ETRN, EQM LP and Merger Sub to execute the Merger Agreement and complete the transactions contemplated by the Merger Agreement or the absence of certain changes or events, then ETRN will promptly pay EQM’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedging counterparties, experts and consultants) incurred by EQM and its affiliates in connection with the Merger Agreement and the transactions contemplated thereby up to a maximum of $10.0 million, subject to certain limited restrictions.

EQM Conflicts Committee

Prior to the earlier of the Effective Time and the termination of the Merger Agreement, ETRN will not, and will not permit any of its subsidiaries to, take any action intended to cause the General Partner (or the sole member of the General Partner) to, without the consent of a majority of the members of the then-existing EQM Conflicts Committee, eliminate the EQM Conflicts Committee, revoke or diminish the authority of the EQM Conflicts Committee or remove or cause the removal of any director of the EQM Board that is a member of the EQM Conflicts Committee either as a director or as a member of such committee.

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United States Federal Income Tax Consequences of the Merger

The receipt of ETRN common stock in exchange for EQM common units pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in “United States Federal Income Tax Consequences”). A U.S. Holder who receives ETRN common stock in exchange for EQM common units pursuant to the Merger Agreement will recognize gain or loss in an amount equal to the difference between:

• the sum of (i) the fair market value of the ETRN common stock received and (ii) such U.S. Holder’s share of EQM’s nonrecourse liabilities immediately prior to the Merger; and

• such U.S. Holder’s adjusted tax basis in the EQM common units exchanged therefor (which tax basis includes such U.S. Holder’s share of EQM’s nonrecourse liabilities immediately prior to the Merger).

Gain or loss recognized by a U.S. Holder will generally be taxable as capital gain or loss. However, a portion of this gain or loss, which could be substantial, will be separately computed and taxed as ordinary income or loss under Section 751 of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by EQM and its subsidiaries. Passive losses that were not deductible by a U.S. Holder in prior taxable periods because they exceeded a U.S. Holder’s share of EQM’s income may become available to offset a portion of the gain recognized by such U.S. Holder.

The U.S. federal income tax consequences of the Merger to an EQM limited partner will depend on such limited partner’s own personal tax situation. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the particular tax consequences of the Merger to you.

See “United States Federal Income Tax Consequences” for a more complete discussion of U.S. federal income tax consequences of the Merger.

No Appraisal Rights

Neither ETRN shareholders nor EQM limited partners are entitled to appraisal rights in connection with the Merger under applicable law or contractual appraisal rights under ETRN’s organizational documents, the EQM Partnership Agreement or the Merger Agreement.

Regulatory Approvals and Clearances Required for the Merger

There is no filing requirement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), for the Merger, and therefore no waiting period under the HSR Act applies. Further, no approvals or consents are required under any other antitrust law. Therefore, there are no regulatory approvals or clearances required to consummate the Merger. See “The Merger—Regulatory Approvals and Clearances Required for the Merger.”

Listing of ETRN Common Stock to be Issued in the Merger; Delisting and Deregistration of EQM Common Units

ETRN expects to obtain approval to list on the NYSE the ETRN common stock to be issued as Merger Consideration pursuant to the Merger Agreement, which approval is a condition to the Merger, and the shares of ETRN common stock to be reserved for issuance upon the conversion of any ETRN Preferred Shares. Upon completion of the Merger, EQM common units currently listed on the NYSE will cease to be listed on the NYSE and will be subsequently deregistered under the Exchange Act.

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Accounting Treatment of the Merger

The Merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 810, Consolidation—Overall—Changes in a Parent’s Ownership Interest in a Subsidiary (“ASC 810”). Because ETRN controls EQM both before and after the Merger, the changes in ETRN’s ownership interest in EQM resulting from the Merger will be accounted for as an equity transaction, and no gain or loss will be recognized in ETRN’s statement of consolidated comprehensive income. In addition, the tax effects of the Merger are reported as adjustments to deferred income taxes and additional paid-in capital, consistent with ASC 740, Income Taxes (“ASC 740”). Since the ETRN historical financial information includes the accounts of EQM, the historical financial information of EQM has not been shown separately.

Timing of the Merger

The Merger is expected to close in the second quarter of 2020, subject to the receipt of ETRN shareholder and EQM limited partner approvals and the satisfaction or waiver of the other closing conditions. For a discussion of the timing of the Merger, see “The Merger Agreement—The Merger; Effective Time; Closing” beginning on page 94.

Comparison of the Rights of ETRN Shareholders and EQM Common Unitholders

A Delaware limited partnership is inherently different from a Pennsylvania corporation. Ownership interests in a limited partnership are therefore fundamentally different from ownership interests in a corporation. EQM common unitholders will own ETRN common stock following the completion of the Merger, and their rights associated with the ETRN common stock will be governed by ETRN’s organizational documents and the Pennsylvania Business Corporation Law (the “PBCL”), which differ in a number of respects from the EQM Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”).

Summary of Risk Factors

You should consider carefully all the risk factors together with all of the other information included in this joint proxy statement/prospectus before deciding how to vote. The risks related to the Merger and the related transactions, ETRN’s business, ETRN common stock and ETRN’s organizational structure are described under “Risk Factors” beginning on page 23. Some of these risks include, but are not limited to, those described below:

• The number of shares of ETRN common stock that the holders of EQM common units may receive in the Merger is based on a fixed exchange ratio and will not be adjusted in the event of any change in the price of either shares of ETRN common stock or EQM common units.

• The Merger is subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis, if at all. Failure to complete the Merger could have a material and adverse effect on ETRN and EQM and, even if completed, the Merger may not achieve some or all of the anticipated benefits.

• Financial projections relating to the combined company after the Merger may not be achieved.

• ETRN and EQM are and in the future may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the Merger.

• ETRN and EQM will incur substantial transaction-related costs in connection with the Merger, including fees paid to legal, financial and accounting advisors, filing fees and printing costs. If the Merger does not occur, ETRN and EQM will not benefit from these expenses.

• The Merger will not be accretive to ETRN’s operating earnings and will cause dilution to ETRN’s earnings per share, which may negatively affect the market price of ETRN common stock.

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• Upon the closing of the Merger, former EQM common unitholders will own approximately 50% of the total voting power of ETRN common stock (which includes the ETRN Preferred Shares to be issued in connection with the Merger, which will have the right to vote on an as-converted basis with the ETRN shareholders). As a result, ETRN’s current shareholders will experience significant dilution as a result of the Merger.

• ETRN may further reduce the amount of the cash dividend that it pays on ETRN common stock or may not pay any cash dividends at all to its shareholders. ETRN’s ability to declare and pay cash dividends to its shareholders, if any, in the future will depend on various factors, many of which are beyond ETRN’s control.

• As part of the Merger and the related Preferred Restructuring, EQM has agreed to redeem $600.0 million aggregate principal amount of EQM’s issued and outstanding Series A Preferred Units for cash at 101% of the Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts and, after giving effect to such redemption, ETRN has agreed to issue 2.44 ETRN Preferred Shares in exchange for each remaining Series A Preferred Unit.

• The shares of ETRN common stock to be received by EQM common unitholders as a result of the Merger have different rights than EQM common units.

• Directors and executive officers of the General Partner have certain interests that are different from those of EQM common unitholders generally.

• Directors and executive officers of ETRN have certain interests that are different from those of ETRN shareholders generally.

• The EQM Partnership Agreement limits the duties of the General Partner to EQM limited partners and restricts the remedies available to unitholders for actions taken by the General Partner that might otherwise constitute breaches of its duties.

• The unaudited pro forma financial statements included in this joint proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of the combined entity’s financial condition or results of operations following the Merger.

• The outbreak of COVID-19 (or any future pandemic), and related declines in economic output and associated demand for natural gas, could harm the business, results of operations and financial condition of each of ETRN and EQM.

• The Merger will be a taxable transaction to EQM common unitholders and the resulting tax liability of an EQM common unitholder will depend on the unitholder’s particular situation. The tax liability of an EQM common unitholder as a result of the Merger could be more than expected.

• The U.S. federal income tax treatment of owning and disposing of ETRN common stock received in the Merger will be different than the U.S. federal income tax treatment of owning and disposing of EQM common units.

Litigation Relating to the Merger

Since the initial public announcement of the Merger by ETRN and EQM on February 27, 2020, EQM, the members of the EQM Board, ETRN, EQM LP, Merger Sub and the General Partner have been named as defendants in lawsuits brought by and on behalf of purported EQM limited partners challenging the proposed transaction. These lawsuits seek, among other things, to enjoin the consummation of the Merger. ETRN and EQM believe that the claims asserted in these lawsuits are without merit and plan to vigorously defend against them. See “The Merger—Litigation Relating to the Merger.”

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ETRN

The following selected historical consolidated financial data as of December 31, 2019 and 2018 and for each of the years ended December 31, 2019, 2018 and 2017 are derived from ETRN’s audited consolidated financial statements incorporated by reference into this joint proxy statement/prospectus. Historical consolidated financial data as of December 31, 2017, 2016 and 2015 and for the years ended December 31, 2016 and 2015 are derived from ETRN’s consolidated financial statements not incorporated by reference into this joint proxy statement/prospectus.

For each of the periods prior to November 12, 2018, the selected historical consolidated financial data include the assets, liabilities and results of operations of EQT’s natural gas gathering, transmission and storage and water services that were transferred to ETRN upon the closing of the distribution on November 12, 2018 of 80.1% of the then outstanding shares of ETRN common stock to EQT shareholders and represent the predecessor for accounting purposes of ETRN.

The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto set forth in ETRN’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus. It should not be assumed that the results of operations for any past period indicate results for any future period. For more information, see “Where You Can Find More Information” beginning on page 162.

	Years Ended December 31,
	2019(a)			2018		2017(a)(b)			2016(b)		2015(b)(c)
	(Thousands, except per share amounts)
Statements of Consolidated Comprehensive Income
Operating revenues	$	1,630,242		$	1,495,098	$	895,558		$	732,272	$	632,936
Operating income		76,000			643,084		543,050			465,006		449,900
Net (loss) income attributable to Equitrans Midstream Corporation		(203,743	)		218,398		(27,156	)		65,153		174,296
(Loss) earnings per share of common stock attributable to Equitrans Midstream Corporation
Basic	$	(0.80	)	$	0.86	$	(0.11	)	$	0.26	$	0.69
Diluted		(0.80	)		0.86		(0.11	)		0.26		0.68
Cash dividends declared per share of common stock	$	1.80		$	0.41	$	—		$	—	$	—

(a) For the years ended December 31, 2019 and December 31, 2017, because ETRN generated a net loss, ETRN’s computation of loss per share excluded potentially dilutive securities; as such, basic and diluted average ETRN common stock outstanding were the same for the years ended December 31, 2019 and December 31, 2017.

(b) For periods prior to November 12, 2018 (the “Separation Date”), earnings per share was calculated based on the shares of ETRN common stock distributed to EQT shareholders of record as of the close of business on November 1, 2018 in connection with the separation of EQT’s midstream business from EQT’s upstream business on the Separation Date (the “Separation”) and is considered pro forma in nature. Prior to the Separation Date, ETRN did not have any issued or outstanding ETRN common stock (other than shares owned by EQT).

(c) Unaudited.

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	December 31,
	2019		2018		2017		2016		2015(a)
Consolidated Balance Sheets
Total assets	$	12,041,709	$	10,523,835	$	8,328,796	$	4,392,155	$	3,486,515
Long-term debt, including credit facilities(b)		6,324,483		4,660,244		1,453,352		985,732		493,401

(a) Unaudited.

(b) Includes outstanding borrowings under the credit facilities of EQM and Eureka Midstream, LLC (“Eureka Midstream”).

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF EQM

The following selected historical consolidated financial data as of December 31, 2019 and 2018 and for each of the years ended December 31, 2019, 2018 and 2017 are derived from EQM’s audited consolidated financial statements incorporated by reference into this joint proxy statement/prospectus. Historical consolidated financial data as of December 31, 2017, 2016 and 2015 and for each of the years ended December 31, 2016 and 2015 are derived from EQM’s consolidated financial statements not incorporated by reference into this joint proxy statement/prospectus.

EQM’s consolidated financial statements have been retrospectively recast for the years ended December 31, 2018, 2017, 2016 and 2015, as applicable, to include the historical results of the acquisition by EQM of Rice Midstream Partners LP, effective July 23, 2018 (the “EQM-RMP Merger”), the acquisitions by EQM of EQM Olympus Midstream LLC, Strike Force Midstream Holdings LLC and EQM West Virginia Midstream LLC, effective May 1, 2018 (the “Drop-Down Transaction”), the acquisitions by EQM in October 2016 of Allegheny Valley Connector, LLC, Rager Mountain Storage Company LLC and certain gathering assets located in southwestern Pennsylvania and northern West Virginia (the “October 2016 Acquisition”) and EQT’s March 2015 contribution of the Northern West Virginia gas gathering system to EQM (the “NWV Gathering Acquisition”) as these were businesses and the acquisitions were transactions between entities under common control. The selected financial data covering the periods prior to the aforementioned transactions may not necessarily be indicative of the actual results of operations had these entities been operated together during those periods.

The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto set forth in EQM’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus. It should not be assumed that the results of operations for any past period indicate results for any future period. For more information, see “Where You Can Find More Information” beginning on page 162.

	As of and for the Years Ended December 31,
	2019		2018		2017		2016		2015
	(Thousands, except per unit amounts)
Statements of Consolidated Operations
Operating revenues	$	1,630,242	$	1,495,098	$	895,558	$	732,272	$	632,936
Operating income		204,186		726,653		620,705		527,856		451,036
Net income attributable to EQM		183,373		668,002		609,626		537,954		455,126
Net income per limited partner unit(a)
Basic	$	0.58	$	2.43	$	5.19	$	5.21	$	4.71
Diluted		0.56		2.43		5.19		5.21		4.70
Cash distributions declared per common unit	$	4.63	$	4.40	$	3.83	$	3.19	$	2.635
Consolidated Balance Sheets
Total assets	$	11,815,019	$	9,456,121	$	7,998,835	$	3,075,840	$	2,833,358
Long-term debt, including credit facilities(b)		5,761,999		4,081,639		1,453,352		985,732		493,401

(a) Net income attributable to the EQM-RMP Merger, the Drop-Down Transaction, the October 2016 Acquisition and the NWV Gathering Acquisition for the periods prior to July 23, 2018, May 1, 2018, October 1, 2016 and March 17, 2015, respectively, was not allocated, as applicable, to the limited partners of EQM for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the unitholders.

(b) Includes outstanding borrowings under the credit facilities of EQM and Eureka Midstream.

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SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected unaudited pro forma consolidated financial information for ETRN after giving effect to the transactions described in the notes to the unaudited pro forma consolidated financial statements included in this joint proxy statement/prospectus, including the Merger. The selected unaudited pro forma consolidated financial information is derived from the unaudited pro forma consolidated financial statements included in this joint proxy statement/prospectus and should be read in conjunction with the section entitled “Unaudited Pro Forma Consolidated Financial Statements” and related notes included in this joint proxy statement/prospectus beginning on page 164.

The following data should be read in conjunction with the consolidated financial statements and the related notes thereto set forth in the respective Annual Reports on Form 10-K for the year ended December 31, 2019 of ETRN and EQM, which are incorporated by reference into this joint proxy statement/prospectus. The following selected unaudited pro forma consolidated financial information are presented for illustrative purposes only and are not necessarily indicative of the results that might have occurred had the Merger taken place on December 31, 2019 for balance sheet purposes, and on January 1, 2019 for income statement purposes, and are not intended to be a projection of future results.

	Year Ended December 31, 2019
	(in thousands)
Pro forma statement of consolidated comprehensive income data
Total revenue	$	1,295,573
Net loss attributable to noncontrolling interests		(21,291	)
Net loss attributable to Equitrans Midstream Corporation common shareholders		(402,470	)
Loss per share of common stock attributable to Equitrans Midstream Corporation—basic and diluted		(0.93	)

	As of December 31 2019
	(in thousands)
Pro forma balance sheet data
Total assets	$	11,974,346
Long-term debt		7,011,999
Total common shareholders’ equity		3,041,792

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COMPARATIVE PER SHARE AND PER UNIT INFORMATION

The following table sets forth (i) historical per share information of ETRN, (ii) the unaudited pro forma per share information of ETRN after giving pro forma effect to the Merger and restate the transactions related thereto, including ETRN’s issuance of 2.44 shares of ETRN common stock for each outstanding EQM common unit not owned by ETRN or its subsidiaries at the Effective Time, and (iii) the historical and equivalent pro forma per share information for EQM.

This information should be read in conjunction with (i) the summary historical financial information included elsewhere in this joint proxy statement/prospectus, (ii) the historical consolidated financial statements of ETRN and EQM and related notes that are incorporated by reference in this joint proxy statement/prospectus and (iii) the “Unaudited Pro Forma Consolidated Financial Statements” and related notes included elsewhere in this joint proxy statement/prospectus. The unaudited pro forma per share and unit information does not purport to represent what the actual results of operations of ETRN and EQM would have been had the Merger been completed in another period or to project ETRN’s and EQM’s results of operations that may be achieved if the Merger is completed.

	Year Ended December 31, 2019
Historical—ETRN
Loss per share of common stock attributable to ETRN—basic and diluted	$	(0.80	)
Cash dividends declared per share of common stock	$	1.80
Book value per share(a)	$	2.64
Historical—EQM
Net income per limited partner common unit—basic	$	0.58
Net income per limited partner common unit —diluted	$	0.56
Distributions per unit declared in the period	$	4.63
Book value per unit(a)	$	20.06
Pro forma combined—ETRN
Loss per share of common stock attributable to Equitrans Midstream Corporation—basic and diluted(b)	$	(0.93	)
Dividends declared per common share(c)	$	1.92
Book value per share(d)	$	7.03
Equivalent pro forma combined—EQM(e)
Net loss per limited partner common unit—basic and diluted	$	(2.27	)
Distributions per unit declared in the period	$	4.68
Book value per unit	$	17.15

(a) The historical book value per share or unit was calculated as follows (in thousands, except per share or unit amounts).

	As of December 31, 2019
	ETRN		EQM
	(in thousands, except per share or unit amounts)
Equity or capital, as applicable, before noncontrolling interests	$	672,716	$	4,020,601
Divided by: Number of shares or units outstanding as of end of period		254,745		200,458
Book value per share or unit outstanding	$	2.64	$	20.06

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(b) Amount is from the unaudited pro forma consolidated financial statements included under “Unaudited Pro Forma Consolidated Financial Statements.”

(c) The pro forma combined ETRN dividends declared amount was calculated as follows (in thousands, except per share or unit amounts):

	Year Ended December 31, 2019
	ETRN		EQM		Total
	(in thousands, except per share or unit amounts)
Declared dividends or distributions, as applicable, in the period to the public (historical)	$	448,567	$	382,360	$	830,927
Divided by: Pro forma combined number of shares outstanding(f)						432,595
Dividends per share declared in the period (pro forma)					$	1.92

(d) The pro forma combined ETRN, book value per share was calculated as follows (in thousands, except per share amounts):

	As of December 31, 2019
	(in thousands, except per share amounts)
Pro forma equity before noncontrolling interests	$	3,041,792
Divided by: Pro forma combined number of shares outstanding(f)		432,595
Book value per share	$	7.03

(e) Equivalent pro forma amounts are calculated by multiplying pro forma combined ETRN amounts by the Exchange Ratio of 2.44 (which assumes no adjustment contemplated by the Merger Agreement).

(f) Pro forma combined number of shares calculated as follows (in thousands, except the Exchange Ratio):

	As of December 31, 2019
	ETRN		EQM(g)		Total
	(in thousands, except the Exchange Ratio)
Number of public shares / units outstanding		229,445		83,258
Exchange Ratio				2.44
Number of public shares outstanding (pro forma)		229,445		203,150		432,595

(g) Includes EQM phantom units that will become fully vested and automatically converted into the right to receive, with respect to each EQM common unit subject thereto, the Merger Consideration in the Merger and approximately 6,150 EQM common units reflecting the 15,000 shares of ETRN common stock that may be issuable as a result of the provision of the Merger Agreement that rounds up to the nearest share in lieu of issuing fractional shares.

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MARKET PRICES, DIVIDEND AND DISTRIBUTION INFORMATION

Shares of ETRN common stock are currently traded on the NYSE under the ticker symbol “ETRN” and EQM common units are currently traded on the NYSE under the ticker symbol “EQM.”

As of April 29, 2020, the record date for the ETRN special meeting, there were 230,133,830 shares of ETRN common stock outstanding held by 1,951 holders of record. ETRN is not required to declare dividends of its available cash to the ETRN shareholders. On February 27, 2020, ETRN announced its intention to reduce its quarterly dividend from $0.45 per share to $0.15 per share, a decrease of approximately 67% per share, in connection with the announcement of the Merger and new commercial arrangements with EQT, commencing with the first quarter 2020 dividend. The ETRN Board may further reduce current dividends on ETRN common stock or may decide not to declare any dividends in the future. Any payment of future dividends will be at the sole discretion of the ETRN Board and will depend upon many factors, including the financial condition, earnings, liquidity and capital requirements of ETRN’s operating subsidiaries, covenants associated with certain debt obligations, legal requirements, leverage, regulatory constraints and other factors deemed relevant by the ETRN Board.

As of April 29, 2020, the record date for the EQM special meeting, there were 200,457,630 EQM common units outstanding held by 60 holders of record.

The following table presents per share or unit closing prices for ETRN common stock and EQM common units, respectively, on February 26, 2020, the last trading day before the public announcement of the Merger, as reported on the NYSE. This table also presents the equivalent market value per EQM common unit on such dates. The equivalent market value for EQM common units has been determined by multiplying the closing price of ETRN common stock on those dates by the Exchange Ratio.

	ETRN Shares		EQM Common Units		Equivalent Market Value per EQM Common Unit
February 26, 2020	$	8.68	$	21.51	$	21.18

Because the Exchange Ratio is fixed and because the market price of ETRN common stock will fluctuate prior to the completion of the Merger, EQM common unitholders cannot be sure of the market value of the ETRN common stock they will receive as Merger Consideration relative to the value of EQM common units that they exchange. See “Risk Factors” beginning on page 23.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to vote for the approval of the applicable proposals described in this joint proxy statement/prospectus. In addition, you should read and carefully consider the risks associated with each of ETRN and EQM and their respective businesses. These risks can be found in ETRN’s and EQM’s respective Annual Reports on Form 10-K for the year ended December 31, 2019, each of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. For further information regarding the documents incorporated into this joint proxy statement/prospectus by reference, please see the section titled “Where You Can Find More Information” beginning on page 162. Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on ETRN’s, EQM’s or the combined organization’s businesses, financial condition, cash flows and results of operations and could result in a decline in the trading prices of ETRN common stock or EQM common units.

Risks Related to the Merger

The number of shares of ETRN common stock that the holders of EQM common units may receive in the Merger is based on a fixed exchange ratio and will not be adjusted in the event of any change in the price of either shares of ETRN common stock or EQM common units.

The market value of the Merger Consideration that EQM common unitholders will receive in the Merger will depend on the trading price of ETRN common stock at the closing of the Merger. Subject to any applicable withholding tax and/or adjustment as described in the Merger Agreement, the Exchange Ratio is fixed at 2.44 shares of ETRN common stock for each EQM common unit. This means that there is no mechanism contained in the Merger Agreement that would adjust the number of shares of ETRN common stock that EQM common unitholders will receive as the Merger Consideration based on any decreases or increases in the trading price of ETRN common stock. Stock price changes may result from a variety of factors (many of which are beyond ETRN’s or EQM’s control), including:

• the recent worldwide COVID-19 pandemic or other health epidemics, and related regulatory actions and effects;

• changes in ETRN’s and EQM’s business, operations and prospects or market assessments thereof, as well as those of EQM’s customers;

• interest rates, general market, industry and economic conditions and other factors generally affecting the price of ETRN common stock;

• federal, state and local legislation, governmental regulation and legal developments in the businesses and industry in which ETRN and EQM operate;

• changes in commodity prices, including effects of the COVID-19 pandemic and crude oil price wars;

• defaults or terminations or suspensions under force majeure clauses by any customer under one or more of its agreements with EQM;

• material developments or events with respect to EQT;

• changes in ETRN’s or EQM’s existing credit ratings or those of their customers; and

• delays or cost over-runs with respect to the development of the Mountain Valley Pipeline (“MVP”) project.

Because the Merger will be completed after the EQM special meeting, at the time of the EQM special meeting, EQM common unitholders will not know the exact market value of ETRN common stock that they will receive

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upon completion of the Merger. If the price of ETRN common stock at the closing of the Merger is less than the price of ETRN common stock on the date on which the Merger Agreement was signed, then the market value of the Merger Consideration received by EQM common unitholders will be less than contemplated at the time the Merger Agreement was signed.

The Merger is subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis, if at all. Failure to complete the Merger could have a material and adverse effect on ETRN and EQM and, even if completed, the Merger may not achieve some or all of the anticipated benefits.

Completion of the Merger is subject to a number of conditions set forth in the Merger Agreement, including: (i) approval of the Merger Agreement by a majority of the EQM common unitholders, EQM Class B unitholders and holders of Series A Preferred Units, with such Series A Preferred Units treated as common units on an as-converted basis, voting together as a single class; (ii) approval of the ETRN stock issuance by a majority of the total votes cast at the ETRN special meeting, which under NYSE rules includes votes for, votes against and abstentions; (iii) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement; (iv) the effectiveness of a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part relating to the ETRN stock issuance pursuant to the Merger Agreement; (v) approval for listing on the NYSE of ETRN common stock issuable pursuant to the Merger Agreement; (vi) subject to specified materiality standards, the accuracy of certain representations and warranties of each party; (vii) the delivery of the TMA Closing Opinion to ETRN; (viii) compliance by the respective parties in all material respects with their respective covenants; and (ix) closing of the Preferred Restructuring. These and other conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed. See “The Merger Agreement—Conditions to Completion of the Merger.”

If the Merger is not completed, ETRN’s or EQM’s ongoing businesses or the price of ETRN common stock or EQM common units may be adversely affected and, without realizing any of the benefits of having completed the Merger, ETRN and EQM will be subject to a number of risks, including the following:

• ETRN and EQM will be required to pay their respective costs relating to the Merger, such as legal, accounting and financial advisory expenses, whether or not the Merger is completed;

• time and resources committed by the respective management of ETRN and the General Partner to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities; and

• the market prices of ETRN common stock or EQM common units could decline to the extent that the current market price reflects a market assumption that the Merger will be completed.

In addition, even if completed there can be no assurance that the Merger will deliver the benefits anticipated by ETRN or EQM.

Financial projections relating to the combined company after the Merger may not be achieved.

In connection with the Merger, ETRN prepared and considered, among other things, internal financial forecasts and analyses for ETRN and EQM. These financial projections include assumptions regarding future operating cash flows, expenditures, and income of ETRN and EQM. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry, regulatory and other uncertainties and may not be achieved in full, at all, or within projected timeframes. The failure of ETRN’s or EQM’s businesses to achieve projected results, including projected cash flows and leverage, could have a material adverse effect on the price of shares of ETRN common stock, ETRN’s financial position, and ETRN’s ability to pay dividends following the Merger, if at all. Due to a variety of factors, including following the announcement of the Merger changes in market conditions and the effects of COVID-19, the financial projections prepared in connection with the Merger may not reflect ETRN management’s best expectations of ETRN’s and EQM’s future financial performance as of the closing of the Merger.

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ETRN and EQM are and in the future may be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief. ETRN and EQM are currently defendants in lawsuits related to the Merger Agreement and the Merger and, even if the pending or any future lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. ETRN and EQM cannot predict the outcome of these lawsuits, or others, nor can either company predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Merger could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in ETRN’s or EQM’s favor, could be substantial and such litigation could distract ETRN and EQM from pursuing the consummation of the Merger and other potentially beneficial business opportunities. See “The Merger—Litigation Relating to the Merger.”

ETRN and EQM will incur substantial transaction-related costs in connection with the Merger, including fees paid to legal, financial and accounting advisors, filing fees and printing costs. If the Merger does not occur, ETRN and EQM will not benefit from these expenses.

ETRN and EQM expect to incur a number of non-recurring transaction-related costs associated with completing the Merger. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. If the Merger does not occur, neither ETRN nor EQM will benefit from these expenses.

The Merger will not be accretive to ETRN’s operating earnings and will cause dilution to ETRN’s earnings per share, which may negatively affect the market price of ETRN common stock.

ETRN currently anticipates that the Merger will be initially dilutive to its forecasted earnings per share on a standalone basis. This expectation is based on preliminary estimates, which may materially change. ETRN may also have additional transaction-related costs, may fail to realize all of the benefits anticipated in the Merger or may be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in ETRN’s earnings per share or decrease or delay the expected effect of the Merger and contribute to a decrease in the price of ETRN common stock.

Upon the closing of the Merger, former EQM common unitholders will own approximately 50% of the total voting power of ETRN common stock (which includes the ETRN Preferred Shares to be issued in connection with the Merger, which will have the right to vote on an as-converted basis with the ETRN shareholders). As a result, ETRN’s current shareholders will experience significant dilution as a result of the Merger.

If the Merger is successfully completed, ETRN expects that it will issue approximately 203.2 million shares of ETRN common stock at the Effective Time in connection with the Merger. In connection with the Merger, ETRN will also issue newly-created ETRN Preferred Shares that will be convertible into ETRN common stock and which will have the right to vote on an as-converted basis with the ETRN shareholders. In addition, in the future ETRN may issue common stock or other equity to raise cash for its projects, operations, acquisitions or other purposes and may also acquire interests in other companies by using a combination of cash and ETRN equity or just ETRN equity.

Any of these events may dilute the ownership interests of the current holders of ETRN common stock, reduce ETRN’s earnings per share and have an adverse effect on the price of ETRN common stock. The issuance of these new shares and the sale of additional shares from time to time could have the effect of depressing the market value for ETRN common stock. The increase in the number of shares of ETRN common stock outstanding, and any resulting dilution, may cause holders to sell shares of ETRN common stock or may create the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, ETRN common stock.

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ETRN may further reduce the amount of the cash dividend that it pays on ETRN common stock or may not pay any cash dividends at all to its shareholders. ETRN’s ability to declare and pay cash dividends to its shareholders, if any, in the future will depend on various factors, many of which are beyond ETRN’s control.

ETRN is not required to declare dividends of its available cash to its common shareholders. In addition, as described below, ETRN will be prohibited from paying any dividends to the ETRN shareholders until it pays dividends on the ETRN Preferred Shares. On April 27, 2020, ETRN announced a quarterly dividend of $0.15 per share for the first quarter 2020, a 67% decrease from ETRN’s fourth quarter 2019 quarterly dividend. The ETRN Board may further reduce the amount of the cash dividend that it pays on ETRN common stock or may decide not to declare any dividends in the future. Any payment of future dividends will be at the sole discretion of the ETRN Board and will depend upon many factors, including the financial condition, earnings, liquidity and capital requirements of ETRN’s operating subsidiaries, covenants associated with certain debt obligations, legal requirements, leverage, regulatory constraints and other factors deemed relevant by the ETRN Board.

As part of the Merger and the related Preferred Restructuring, EQM has agreed to redeem $600.0 million aggregate principal amount of EQM’s issued and outstanding Series A Preferred Units for cash at 101% of the Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts and, after giving effect to such redemption, ETRN has agreed to issue 2.44 ETRN Preferred Shares in exchange for each remaining Series A Preferred Unit.

In April 2019, EQM sold an aggregate of 24,605,291 Series A Preferred Units to the Investors and certain of their affiliates in a private placement for a cash purchase price of $48.77 per Series A Preferred Unit (the “Series A Preferred Unit Purchase Price”).

Under the EQM Partnership Agreement, the Investors are entitled to make certain elections as to treatment of their Series A Preferred Units in respect of certain change of control events of EQM. In lieu of making an election, and in satisfaction of the Investors’ rights under the EQM Partnership Agreement upon a change of control of EQM, the holders of the Series A Preferred Units and ETRN have agreed that, at the Effective Time, (i) EQM will redeem $600.0 million aggregate principal amount of EQM’s issued and outstanding Series A Preferred Units for cash at 101% of the Series A Preferred Unit Purchase Price plus any accrued and unpaid distribution amounts and partial period distribution amounts, and (ii) after giving effect to such redemption, ETRN will create and issue 2.44 new ETRN Preferred Shares in exchange for each remaining Series A Preferred Unit.

At the time of issuance, the ETRN Preferred Shares will have the following rights and preferences:

• The ETRN Preferred Shares are a new class of security that will rank pari passu with any other outstanding class or series of preferred stock of ETRN and senior to all shares of ETRN common stock with respect to dividend rights and rights upon liquidation.

• The ETRN Preferred Shares will vote on an as-converted basis with ETRN common stock and will have certain other class voting rights with respect to any amendment to ETRN’s Certificate of Designations relating to the ETRN Preferred Shares, the form of which is attached as an exhibit to the Preferred Restructuring Agreement, a copy of which is attached as Annex B to this joint proxy statement/prospectus (the “Certificate of Designations”), or the Amended and Restated Articles of Incorporation of Equitrans Midstream Corporation (the “ETRN Articles”) that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the ETRN Preferred Shares.

• The holders of the ETRN Preferred Shares will receive cumulative quarterly dividends at a rate per annum of 9.75% for each quarter ending on or before March 31, 2024, and thereafter the quarterly dividends at a rate per annum equal to the sum of (i) three-month LIBOR as of a LIBOR Determination Date (as defined in the Certificate of Designations) in respect of the applicable quarter and (ii) 8.15%; provided that the rate per annum in respect of periods after March 31, 2024 shall not be less than 10.50%.

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• ETRN will not be entitled to pay any dividends on any junior securities, including any shares of ETRN common stock, prior to paying the quarterly dividends payable to the ETRN Preferred Shares, including any previously accrued and unpaid dividends.

• Each holder of the ETRN Preferred Shares may elect to convert all or any portion of the ETRN Preferred Shares owned by it into ETRN common stock initially on a one-for-one basis, subject to certain anti-dilution adjustments and an adjustment for any dividends that have accrued but not been paid when due and partial period dividends (referred to as the “conversion rate”), at any time (but not more often than once per fiscal quarter) after April 10, 2021 (or earlier liquidation, dissolution or winding up of ETRN), provided that any conversion involves an aggregate number of ETRN Preferred Shares of at least $20.0 million (calculated based on the closing price of the ETRN common stock on the trading day preceding notice of the conversion) or such lesser amount if such conversion relates to all of a holder’s remaining ETRN Preferred Shares or if such conversion is approved by the ETRN Board.

• So long as the holders of ETRN Preferred Shares have not elected to convert all of their ETRN Preferred Shares into ETRN common stock, ETRN may elect to convert all of the ETRN Preferred Shares for ETRN common stock at any time after April 10, 2021 if (i) the ETRN common stock is listed for, or admitted to, trading on a national securities exchange, (ii) the closing price per share of ETRN common stock on the national securities exchange on which such shares are listed for, or admitted to, trading exceeds 140% of the price at which the ETRN Preferred Shares were issued (the “ETRN Preferred Shares Issue Price”) for the 20 consecutive trading days immediately preceding notice of the conversion, (iii) the average daily trading volume of the ETRN common stock on the national securities exchange on which the ETRN common stock is listed for, or admitted to, trading exceeds 1,000,000 shares of ETRN common stock (subject to certain adjustments) for the 20 consecutive trading days immediately preceding notice of the conversion, (iv) ETRN has an effective registration statement on file with the SEC covering resales of the ETRN common stock to be received by such holders upon any such conversion and (v) ETRN has paid all accrued quarterly dividends in cash to the holders.

• Upon certain events involving a Change of Control (as defined in the Certificate of Designations) in which more than 90% of the consideration payable to ETRN, or to the holders of the ETRN common stock is payable in cash, the ETRN Preferred Shares will automatically convert into ETRN common stock at a conversion ratio equal to the greater of (i) the quotient of (a) the sum of (x) the ETRN Preferred Shares Issue Price plus (y) any accrued and unpaid dividends on such date, including any partial period dividends with respect to the ETRN Preferred Shares on such date, divided by (b) the ETRN Preferred Shares Issue Price and (ii) the quotient of (a) the sum of (x) (1) the ETRN Preferred Shares Issue Price multiplied by (2) 110% plus (y) any accrued and unpaid dividends on such date, including any partial period dividends, with respect to the ETRN Preferred Shares on such date, divided by (b) the volume weighted average price of the shares of ETRN common stock for the thirty-day period ending immediately prior to the execution of definitive documentation relating to the Change of Control.

• In connection with other Change of Control events that do not satisfy the 90% cash consideration threshold described above, in addition to certain other conditions, each holder of ETRN Preferred Shares may elect to (a) convert all, but not less than all, of its ETRN Preferred Shares into ETRN common stock at the then applicable conversion rate, (b) if ETRN is not the surviving entity (or if ETRN is the surviving entity, but ETRN common stock will cease to be listed), require ETRN to use commercially reasonable efforts to cause the surviving entity in any such transaction to issue a substantially equivalent security that has rights, preferences and privileges substantially equivalent to the ETRN Preferred Shares (or if ETRN is unable to cause such substantially equivalent securities to be issued, to exercise the option described in clause (a) or (d) hereof or elect to convert such ETRN Preferred Shares at a conversion ratio reflecting a multiple of invested capital), (c) if ETRN is the surviving entity, continue to hold the ETRN Preferred Shares or (d) require ETRN to redeem the ETRN

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Preferred Shares at a price per share equal to 101% of the ETRN Preferred Shares Issue Price, plus accrued and unpaid dividends, including any partial period dividends, on the applicable ETRN Preferred Shares on such date, which redemption price may be payable in cash, ETRN common stock or a combination thereof at the election of ETRN (and, if payable in ETRN common stock, such ETRN common stock will be issued at 95% of the volume weighted average price of ETRN common stock for the 20-day period ending on the fifth trading day immediately preceding the consummation of the Change of Control). Any holder of ETRN Preferred Shares that requires ETRN to redeem its ETRN Preferred Shares pursuant to clause (d) above will have the right to withdraw such election with respect to all, but not less than all, of its ETRN Preferred Shares at any time prior to the fifth trading day immediately preceding the consummation of the Change of Control and instead elect to be treated in accordance with any of clauses (a), (b) or (c) above.

• At any time on or after January 1, 2024, ETRN will have the right, subject to applicable law, to redeem the ETRN Preferred Shares, in whole or in part, by paying cash for each ETRN Preferred Share to be redeemed in an amount equal to the greater of (a) the sum of (i)(1) the ETRN Preferred Shares Issue Price multiplied by (2) 110%, plus (ii) any accrued and unpaid dividends, including any partial period dividends, with respect to the ETRN Preferred Shares on such date and (b) the amount the holder of such ETRN Preferred Share would receive if such holder had converted such ETRN Preferred Share into shares of ETRN common stock at the then-applicable conversion ratio and ETRN liquidated immediately thereafter.

• Pursuant to the terms of the Preferred Restructuring Agreement, in connection with the closing of the Preferred Restructuring, ETRN has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which, among other things, ETRN will give the Investors certain rights to require ETRN to file and maintain one or more registration statements with respect to the resale of the ETRN Preferred Shares and the shares of ETRN common stock that are issuable upon conversion of the ETRN Preferred Shares, and which, upon request by certain Investors party to the Registration Rights Agreement, will require ETRN to initiate underwritten offerings for the ETRN Preferred Shares and the shares of ETRN common stock that are issuable upon conversion of the ETRN Preferred Shares and use its best efforts to cause the ETRN Preferred Shares to be listed on the securities exchange on which the shares of ETRN common stock are then listed.

The creation and issuance of the ETRN Preferred Shares present a number of risks to current and future holders of ETRN common stock, including a preference in favor of holders of ETRN Preferred Shares in the payment of dividends on ETRN common stock, the risk of dilution occurring as a result of the conversion of the ETRN Preferred Shares into ETRN common stock and the ability of the holders of the ETRN Preferred Shares to vote with the holders of ETRN common stock on most matters, as well as the risk that the holders of the ETRN Preferred Shares will have certain other class voting rights with respect to any amendment to ETRN’s organizational documents that would be adverse (other than in a de minimis manner) to any of the rights, preferences or privileges of the ETRN Preferred Shares.

The shares of ETRN common stock to be received by EQM common unitholders as a result of the Merger have different rights than EQM common units.

Following completion of the Merger, EQM common unitholders will own ETRN common stock. There are important differences between the rights of EQM common unitholders and the rights of the holders of ETRN common stock. Ownership interests in a limited partnership are different than ownership interests in a corporation. Following the Merger, the rights as a shareholder of ETRN, a Pennsylvania corporation, will be governed by the organizational documents of ETRN and the PBCL, rather than the terms of the EQM Partnership Agreement and the Delaware LP Act applicable to the EQM common unitholders. See “Comparison of Rights of ETRN Shareholders and EQM Common Unitholders.”

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Directors and executive officers of the General Partner have certain interests that are different from those of EQM common unitholders generally.

The directors and executive officers of the General Partner are parties to agreements or participants in other arrangements that give them interests in the Merger that may be different from, or in addition to, the interests of EQM common unitholders. In addition, certain of the directors and executive officers of the General Partner are also directors or executive officers of ETRN. EQM common unitholders should consider these interests in voting on the Merger. See “The Merger—Interests of Certain Persons in the Merger.”

Directors and executive officers of ETRN have certain interests that are different from those of ETRN shareholders generally.

The directors and executive officers of ETRN are parties to agreements or participants in other arrangements that give them interests in the Merger that may be different from, or in addition to, the interests of ETRN shareholders. In addition, certain of the directors and executive officers of ETRN are also directors or executive officers of the General Partner. ETRN shareholders should consider these interests in voting on the ETRN stock issuance. See “The Merger—Interests of Certain Persons in the Merger.”

The EQM Partnership Agreement limits the duties of the General Partner to EQM limited partners and restricts the remedies available to unitholders for actions taken by the General Partner that might otherwise constitute breaches of its duties.

The General Partner is a wholly owned subsidiary of ETRN; therefore, ETRN indirectly owns the non-economic general partner interest in EQM. In light of potential conflicts of interest between ETRN and the General Partner, on the one hand, and EQM and the EQM common unitholders, on the other hand, the EQM Board submitted the Merger and related matters to the EQM Conflicts Committee for, among other things, review, evaluation, negotiation and possible approval of a majority of its members, which is referred to as “Special Approval” in the EQM Partnership Agreement. Pursuant to the EQM Partnership Agreement:

• any determination or course of action by the General Partner or the EQM Board will conclusively be presumed to be in “good faith” and shall not be subject to any other or different standards (including fiduciary standards) imposed by the EQM Partnership Agreement if the resolution or course of action is approved by Special Approval; and

• the General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such persons as to matters that the General Partner reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

The EQM Conflicts Committee reviewed, negotiated and evaluated the Merger Agreement, the Merger and related matters on behalf of the Unaffiliated Partnership Unitholders and EQM. Among other things, the EQM Conflicts Committee unanimously determined in good faith that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of EQM, its subsidiaries and the Unaffiliated Partnership Unitholders, and the EQM Conflicts Committee approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommended the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, to the EQM Board.

The duties of the General Partner, the EQM Board and the EQM Conflicts Committee to EQM common unitholders in connection with the Merger are substantially limited by the EQM Partnership Agreement.

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The unaudited pro forma financial statements included in this joint proxy statement/prospectus are presented for illustrative purposes only and may not be an indication of the combined entity’s financial condition or results of operations following the Merger.

The unaudited pro forma financial statements contained in this joint proxy statement/prospectus are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates and may not be an indication of the financial condition or results of operations of the combined entity following the Merger for several reasons. The actual financial condition and results of operations of the combined entity following the Merger may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the financial condition or results of operations of the combined entity following the Merger. Any potential decline in the financial condition or results of operations of the combined entity may cause significant variations in the price of ETRN common stock after completion of the Merger. See “Unaudited Pro Forma Consolidated Financial Statements.”

The outbreak of COVID-19 (or any future pandemic), and related declines in economic output and associated demand for natural gas, could harm the business, results of operations and financial condition of each of ETRN and EQM.

In December 2019, COVID-19 was reported in China, and, in January 2020, the World Health Organization declared it a Public Health Emergency of International Concern. COVID-19 has since spread to additional countries including the United States, causing significant business, employment and economic disruptions. Measures adopted by governments to help reduce the spread of the virus have adversely affected the economic and financial markets in the United States and many other countries, resulting in an economic downturn of unknown duration and severity.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 outbreak (or any other outbreak) on the domestic economy, the natural gas industry, or ETRN or EQM, however, ETRN’s and EQM’s business, results of operations and financial condition could be negatively affected in numerous ways, including, without limitation, that:

• EQM’s customers may be adversely affected if the outbreak results in an economic downturn or recession and/or causes declines in the price of, demand for and production of natural gas or prevents such customers (particularly EQM’s largest customer) from conducting, or curtails their ability to conduct, field operations and continue natural gas production, which could reduce demand for EQM’s services, negatively affect throughput on EQM’s systems or heighten EQM’s exposure to risk of loss resulting from the nonpayment and/or nonperformance of its customers;

• ETRN’s and EQM’s operations may be disrupted or become less efficient, including if extended and company-wide telecommuting presents increased technology and security risks, if a significant portion of their employees or contractors are unavailable due to illness, if their suppliers are similarly adversely affected or if EQM’s field operations, including in respect of projects in development, were to be suspended or temporarily shut down or restricted due to outbreak control measures;

• legal and regulatory processes relating to EQM’s projects in development, including the MVP project, may be disrupted or slowed, such as if relevant governmental authorities suffer reduced workforce availability due to the virus; and

• resultant disruption to, and instability in, financial and credit markets may adversely affect ETRN’s and EQM’s access to capital, leverage and liquidity levels and credit ratings, as well as EQM’s counterparties’ access to capital, business continuity, financial stability, leverage and liquidity levels and credit ratings (which could heighten counterparty credit risk to which EQM is exposed in the ordinary course of its business).

Additionally, the ETRN shareholder and EQM limited partner votes in respect of the Merger could be delayed, and the ability of the post-Merger consolidated company to realize benefits from the Merger may be

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adversely affected by the COVID-19 outbreak (including as a result of the occurrence of any of the above-described factors).

Although ETRN and EQM believe that they are following best practices under COVID-19 guidance and intend to continue to refine their practices as additional guidance is released, there is no guarantee that efforts by ETRN and EQM or any other entity or authority to mitigate potential adverse impacts of the COVID-19 outbreak, whether on a local, state or national level, will be effective.

Each of ETRN and EQM also may incur additional costs to further attempt to mitigate potential impacts caused by COVID-19 related disruptions, which could adversely affect their financial condition and results of operations. Further, the COVID-19 pandemic may have the effect of heightening many of the other risks set forth in Item 1A., “Risk Factors” in ETRN’s and EQM’s respective Annual Reports on Form 10-K for the year ended

December 31, 2019, as may be updated by risk factor disclosure in ETRN’s and EQM’s Quarterly Reports on Form 10-Q for subsequent periods. The extent of the impact of COVID-19 on ETRN and EQM will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19, duration of the outbreak and related economic effects and after effects (including on the natural gas industry), and actions taken to contain COVID-19 or its impact, among others.

Tax Risks Related to the Merger and the Ownership of ETRN Common Stock Received in the Merger

In addition to reading the following risk factors, you are urged to read “United States Federal Income Tax Consequences” for a more complete discussion of the expected U.S. federal income tax consequences of the Merger and of owning and disposing of ETRN common stock received in the Merger.

The Merger will be a taxable transaction to EQM common unitholders and the resulting tax liability of an EQM common unitholder will depend on the unitholder’s particular situation. The tax liability of an EQM common unitholder as a result of the Merger could be more than expected.

Unaffiliated Partnership Unitholders will receive ETRN common stock in exchange for their EQM common units. Although EQM common unitholders will receive no cash consideration, the Merger will be treated as a taxable sale by U.S. Holders (as defined in “United States Federal Income Tax Consequences”) of EQM common units for U.S. federal income tax purposes. As a result of the Merger, an EQM common unitholder that is a U.S. Holder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such unitholder’s amount realized and the unitholder’s adjusted tax basis in its EQM common units. The amount of gain or loss recognized by such a U.S. Holder in the Merger will vary depending on such U.S. Holder’s particular situation, including the value of the shares of ETRN common stock received and the adjusted tax basis of the EQM common units exchanged by such U.S. Holder in the Merger, and the amount of any suspended passive losses that may be available to a particular U.S. Holder to offset a portion of the gain recognized by it.

Because the value of any ETRN common stock received in the Merger will not be known until the effective time of the Merger, an EQM common unitholder that is a U.S. Holder will not be able to determine its amount realized, and therefore its taxable gain or loss, until such time. In addition, because prior distributions in excess of a U.S. Holder’s allocable share of EQM’s net taxable income decrease the U.S. Holder’s tax basis in its common units, the amount, if any, of the prior excess distributions with respect to such EQM common units will, in effect, become taxable income to a unitholder that is a U.S. Holder if the aggregate value of the consideration received in the Merger is greater than the U.S. Holder’s adjusted tax basis in its common units, even if the aggregate value of the consideration received in the Merger is less than the U.S. Holder’s original cost basis in its common units. Furthermore, a portion of this gain or loss, which could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by EQM and its subsidiaries.

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For a more complete discussion of U.S. federal income tax consequences of the Merger, see “United States Federal Income Tax Consequences.”

The U.S. federal income tax treatment of owning and disposing of ETRN common stock received in the Merger will be different than the U.S. federal income tax treatment of owning and disposing of EQM common units.

EQM is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income taxes. Instead, each EQM common unitholder is required to take into account its respective share of EQM’s items of income, gain, loss and deduction in computing its federal income tax liability, even if no cash distributions are made by EQM to the unitholder. A pro rata distribution of cash by EQM to an EQM common unitholder who is a U.S. Holder is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the unitholder’s adjusted tax basis in its EQM common units.

In contrast, ETRN is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by ETRN to a shareholder who is a U.S. Holder will generally be included in such shareholder’s income as ordinary dividend income to the extent of ETRN’s current or accumulated “earnings and profits,” as determined under U.S. federal income tax principles. Cash distributions to an ETRN shareholder who is a U.S. Holder in excess of ETRN’s current and accumulated earnings and profits will be treated as a non-taxable return of capital, reducing the adjusted tax basis in the U.S. Holder’s ETRN common stock and, to the extent the cash distribution exceeds the U.S. Holder’s adjusted tax basis, as capital gain from the sale or exchange of such ETRN common stock. See “United States Federal Income Tax Consequences.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

DISCLOSURES INCLUDED OR INCORPORATED BY REFERENCE IN THIS JOINT PROXY STATEMENT/PROSPECTUS CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE EXCHANGE ACT AND SECTION 27A OF THE SECURITIES ACT. STATEMENTS THAT DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS ARE FORWARD-LOOKING AND USUALLY IDENTIFIED BY THE USE OF WORDS SUCH AS “ANTICIPATE,” “ESTIMATE,” “EXPECT,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” “SHOULD,” “GOAL,” “FORECAST,” “APPROXIMATE,” “GUIDANCE,” “COULD,” “WOULD,” “WILL,” “MAY,” “CONTINUE,” “MIGHT,” “POTENTIAL,” “SCHEDULED” AND OTHER WORDS OF SIMILAR MEANING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FORWARD-LOOKING STATEMENTS CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS RELATE TO THE EXPECTATIONS OF PLANS, STRATEGIES, OBJECTIVES AND GROWTH AND ANTICIPATED FINANCIAL AND OPERATIONAL PERFORMANCE OF ETRN AND EQM, INCLUDING:

• guidance regarding EQM’s gathering, transmission and storage and water service revenue and volume growth, including the anticipated effects associated with the EQT Global GGA;

• projected revenue (including from firm reservation fees) and expenses, and the effect on projected revenue associated with the EQT Global GGA and the MVP project;

• the weighted average contract life of gathering, transmission and storage contracts;

• infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering, transmission and storage and water expansion projects);

• the cost, capacity, timing of regulatory approvals, final design and targeted in-service dates of current projects;

• the ultimate terms, partners and structure of Mountain Valley Pipeline, LLC (the “MVP joint venture”) and ownership interests therein;

• expansion projects in EQM’s operating areas and in areas that would provide access to new markets;

• EQM’s ability to provide produced water handling services and realize expansion opportunities and related capital avoidance;

• ETRN’s and EQM’s ability to identify and complete acquisitions and other strategic transactions, including the Merger and joint ventures, effectively integrate transactions into ETRN’s and EQM’s operations and achieve synergies, system optionality and accretion associated with transactions, including through increased scale;

• EQM’s ability to access commercial opportunities and new customers for its water services business, and the timing and final terms of any definitive water services agreement between EQT and EQM (a “Water Services Agreement”) entered into pursuant to the terms of that certain letter agreement, dated as of February 26, 2020 (the “Water Services Letter Agreement”), between EQM and EQT relating to water services;

• any further credit rating impacts associated with the MVP project, customer credit ratings changes, including EQT’s, and defaults, acquisitions and financings and any further changes in EQM’s credit ratings;

• the timing and amount of future issuances or repurchases of securities, including in connection with the Merger;

• the effects of conversion of EQM securities into Merger Consideration or ETRN Preferred Shares, as applicable, in connection with the Merger;

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• the effects of seasonality;

• expected cash flows and MVCs, including those associated with the EQT Global GGA and any Water Services Agreement between EQT and EQM, and the potential impacts thereon of the timing of the MVP project;

• capital commitments;

• projected capital contributions and capital and operating expenditures, including the amount and timing of reimbursable capital expenditures, capital budget and sources of funds for capital expenditures;

• dividend and distribution amounts, timing and rates;

• the effect and outcome of pending and future litigation and regulatory proceedings;

• changes in commodity prices and the effect of commodity prices on EQM’s business;

• liquidity and financing requirements, including sources and availability;

• interest rates;

• ETRN’s, EQM’s and EQM’s subsidiaries’ respective abilities to service debt under, and comply with the covenants contained in, their respective credit agreements;

• expectations regarding production volumes in EQM’s areas of operations;

• ETRN’s and EQM’s abilities to achieve the anticipated benefits associated with the execution of the EQT Global GGA, the Water Services Letter Agreement, the Merger Agreement and related agreements;

• the impact on ETRN, EQM and their respective subsidiaries of the COVID-19 pandemic, including, among other things, effects on demand for natural gas and EQM’s services, commodity prices and access to capital;

• the effects of government regulation; and

• tax status and position.

The forward-looking statements included or incorporated by reference in this joint proxy statement/prospectus 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 EQM have based these forward-looking statements on their respective management’s current expectations and assumptions about future events. While ETRN and EQM consider 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 are beyond ETRN’s or EQM’s control. These factors could cause actual results to differ materially from those expressed in any of ETRN’s or EQM’s forward-looking statements and could also have material adverse effects on ETRN’s or EQM’s future results. The risks and uncertainties that may affect the operations, performance and results of ETRN’s and EQM’s businesses and forward-looking statements include, but are not limited to, those set forth under the section entitled “Risk Factors” in this joint proxy statement/prospectus and the following risks:

• the ability to obtain the requisite approvals from the ETRN shareholders or the EQM limited partners relating to the ETRN stock issuance and the Merger, as applicable;

• the risk that a condition to closing of the Merger may not be satisfied;

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• the timing for completion of the Merger;

• the risk that cost savings and any other synergies from the Merger may not be fully realized or may take longer to realize than expected;

• the possible diversion of management time on issues related to the Merger;

• the impact and outcome of pending and future litigation, including litigation relating to the Merger; and

• the risk factors listed in ETRN’s and EQM’s other filings made with the SEC that are incorporated by reference into this joint proxy statement/prospectus.

Any forward-looking statement speaks only as of the date on which such statement is made and neither ETRN nor EQM intends to correct or update any forward-looking statement, unless required by securities law, whether as a result of new information, future events or otherwise.

Management of ETRN believes the assumptions underlying the consolidated financial statements incorporated by reference herein and in the section entitled “Unaudited Pro Forma Consolidated Financial Statements” and the financial information included in the sections entitled “Selected Historical Consolidated Financial Data of ETRN,” and “Selected Unaudited Pro Forma Consolidated Financial Information” are reasonable; however, as organizational structure and strategic focus dictate expenses incurred, the financial statements may not include all expenses that would have been incurred had ETRN existed as a standalone, publicly traded company for the entirety of the five years ended December 31, 2019. Similarly, the financial statements may not reflect the results of operations, financial position and cash flows had ETRN existed as a standalone, publicly traded company for the entirety of the periods presented.

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THE PARTIES

Equitrans Midstream Corporation

ETRN is a corporation incorporated under the laws of the Commonwealth of Pennsylvania. ETRN common stock is listed on the NYSE under the trading symbol “ETRN.” ETRN, through its control of EQM, is one of the largest natural gas gatherers in the U.S. and holds a significant transmission footprint in the Appalachian Basin. ETRN has no operations independent of EQM, and its only cash-generating assets are its interests in EQM.

ETRN’s principal executive offices are located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, and its telephone number is (724) 271-7600.

EQM Midstream Partners, LP and EQGP Services, LLC

EQM is a publicly traded limited partnership organized under the laws of the State of Delaware. EQM common units are listed on the NYSE under the trading symbol “EQM.” EQM is one of the largest natural gas gatherers in the U.S. and holds a significant transmission footprint in the Appalachian Basin. EQM’s operations are focused primarily in southwestern Pennsylvania, northern West Virginia and southeastern Ohio, which are strategic locations in the natural gas shale plays known as the Marcellus and Utica Shales. EQM provides a majority of its natural gas gathering, transmission and storage services under long-term, firm contracts or contracts with MVCs.

EQGP Services, LLC is the general partner of EQM. Its board of directors and executive officers manage EQM. The General Partner is indirectly wholly owned by ETRN.

EQM’s and the General Partner’s principal executive offices are located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, and their telephone number is (724) 271-7600.

EQM LP Corporation

EQM LP is a Delaware corporation and a wholly owned subsidiary of ETRN that was incorporated on February 24, 2020, for the purpose of effecting the Merger. EQM LP has not conducted any activities other than those incidental to its incorporation and the matters contemplated by the Merger Agreement.

EQM LP’s principal executive offices are located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, and its telephone number is (724) 271-7600.

LS Merger Sub, LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of EQM LP formed on February 24, 2020, for the purpose of effecting the Merger. Upon completion of the Merger, Merger Sub will merge with and into EQM, with EQM continuing and surviving as a wholly owned subsidiary of ETRN. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement.

Merger Sub’s principal executive offices are located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, and its telephone number is (724) 271-7600.

Relationship Between the Parties

As of January 31, 2020, ETRN owned, directly or indirectly, 117,245,455 EQM common units and 7,000,000 EQM Class B units (collectively representing, after taking into account the Series A Preferred Units on an as-converted basis, an approximate 53.5% limited partner interest in EQM).

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ETRN also owns the entire non-economic general partner interest in EQM through its indirect ownership of the General Partner. Certain of the executive officers and directors of the General Partner are also executive officers or directors of ETRN. See “The Merger—Interests of Certain Persons in the Merger—Common Directors and Executive Officers.”

In addition, in January and February 2019, ETRN and EQM completed the EQGP Simplification and the IDR Simplification. For more information on the EQGP Simplification and the IDR Simplification, see “The Merger—Background of the Merger.”

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THE MERGER

The following discussion of the Merger is qualified in its entirety by reference to the Agreement and Plan of Merger, dated as of February 26, 2020, by and among ETRN, EQM LP, Merger Sub, EQM and the General Partner. You are urged to read carefully the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein.

Overview

On February 26, 2020, ETRN, EQM LP, Merger Sub, EQM and the General Partner entered into the Merger Agreement, pursuant to which ETRN and its subsidiaries will acquire all of the outstanding EQM common units that ETRN and its subsidiaries do not already own. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into EQM, with EQM surviving as an indirect wholly owned subsidiary of ETRN.

Background of the Merger

ETRN management, together with the ETRN Board, and management of the General Partner, together with the EQM Board, regularly review operational and strategic opportunities to increase value for ETRN’s and EQM’s respective investors. In connection with these reviews, the parties have, from time to time, evaluated potential transactions that would further their respective strategic objectives. Since the separation of ETRN from EQT, ETRN’s former parent company, in November 2018, ETRN and EQM have considered ways to reduce EQM’s cost of capital and simplify the governance structure of the combined enterprise to better position the combined enterprise to attract capital, as evidenced by the simplification transactions by and among EQM, ETRN, the General Partner, EQGP Holdings, LP (“EQGP”), EQM Midstream Services, LLC, EQM’s former general partner, and certain of their affiliates in January and February 2019, in which (i) a newly formed subsidiary of EQM merged with and into EQGP, with EQGP continuing as the surviving entity and a wholly owned subsidiary of EQM following such merger (the “EQGP Simplification”), and (ii) each of (a) the incentive distribution rights in EQM, (b) the economic portion of the general partner interest in EQM and (c) the issued and outstanding common units representing limited partner interests in EQGP were cancelled, and, as consideration for such cancellation, certain affiliates of ETRN received 80,000,000 newly-issued EQM common units and 7,000,000 newly-issued Class B units, the General Partner retained the non-economic general partner interest in EQM, 21,811,643 EQM common units held by EQGP were canceled and 21,811,643 EQM common units were issued pro rata to certain affiliates of ETRN (the “IDR Simplification”). In connection with the review of operational and strategic opportunities, ETRN and EQM also have considered the external environment for master limited partnerships (“MLPs”) generally and EQM specifically, including the general inaccessibility of equity capital markets, the increased desire of investors for traditional C-corp (as defined herein) governance, the passage of the Tax Cuts and Jobs Act of 2017, which lowered the U.S. federal corporate income tax rate from 35% to 21% and thereby reduced the tax benefits of the MLP pass-through structure, and perceived effects of such market dynamics on the trading prices for EQM common units and ETRN common stock. These market trends have contributed to a significant number of MLPs converting to corporations for income tax and state law purposes or pursuing other simplification transactions similar in nature to the IDR Simplification.

On August 18 and 19, 2019, at a special in-person meeting of the ETRN Board attended by representatives of Latham & Watkins LLP (“Latham”), ETRN’s legal counsel, ETRN management provided an overview to the ETRN Board of (i) recent and growing challenges to the natural gas industry, (ii) the poor equity price performance of publicly traded midstream and exploration and production (“E&P”) companies, particularly in the Appalachian Basin, (iii) factors affecting ETRN, EQM, the consolidated enterprise and the industry in which they operate and (iv) potential opportunities and challenges associated with ETRN’s and EQM’s near-term growth prospects. As part of the overview, ETRN management discussed with the ETRN Board, among other things, the commodity price environment, including the significant and continuing volatility in the prices of crude oil, natural gas, natural gas liquids and condensate, the inherent uncertainties and difficulties in predicting the impact thereof, the potential commercial, strategic and financial implications of commodity prices generally

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and with respect to the ETRN and EQM and the resulting adverse impact on the activity of exploration and production customers (including, among other things, drilling, completions, recompletions, well workovers and other production activities) and midstream companies (including, among other things, gathering and processing, and fractionation). ETRN management also noted recent feedback from ETRN’s and EQM’s largest shareholders and unitholders, respectively, regarding the significant pressure on the MLP model and the growing negative sentiment around natural gas generally, and more particularly the Appalachian Basin market. ETRN management then discussed with the ETRN Board certain potential strategic alternatives (including acquiring all of the outstanding publicly held EQM common units, both with and without a substantially concurrent decrease or suspension of the dividend on ETRN common stock) and related potential benefits and considerations. ETRN management emphasized to the ETRN Board that it was important to focus on capital investment efficiency, increased cost management and preserving and improving ETRN’s and EQM’s balance sheets, in addition to continuing to identify and pursue certain strategic opportunities that would better position ETRN and EQM for the potential of an extended period of low commodity prices. At this meeting, in connection with the review of such strategic alternatives, representatives of Latham reviewed the fiduciary duties of the members of the ETRN Board with respect to such transactions, including that Pennsylvania law imposes two key fiduciary duties on directors, a duty of care, and a duty of loyalty, and allows for reliance on advice from third parties. Given the factors discussed, including the potential impact on ETRN and EQM of certain operating opportunities and the cyclical nature of the natural gas industry, the ETRN Board directed ETRN management to, among other things, further evaluate, with input from ETRN’s financial and legal advisors, the potential acquisition of all of the outstanding publicly held EQM common units.

From late August through early October 2019, ETRN management continued to evaluate such a potential transaction with assistance from ETRN’s financial advisors, Guggenheim Securities and Citigroup Global Markets Inc. (“Citi”), and Latham.

On October 7, 2019, at a special in-person meeting of the ETRN Board, ETRN management, including Thomas F. Karam, Chief Executive Officer of ETRN and Chairman of the ETRN Board, Diana M. Charletta, President and Chief Operating Officer of ETRN, and Kirk R. Oliver, Senior Vice President and Chief Financial Officer of ETRN, reviewed with the ETRN Board certain illustrative roll-up transaction scenarios with respect to EQM and provided an overview of, among other things: (i) certain restrictions under the Tax Matters Agreement that would need to be complied with in order to consummate a potential merger involving EQM, as well as safe harbors under applicable tax regulations related thereto and the current status of, and next steps for performing, tax-related due diligence in connection with such transaction; (ii) key assumptions reflected in the illustrative scenarios presented, including assumptions relating to the negotiation of certain commercial agreements (the “Commercial Agreements”) among EQM, EQT and certain of their respective subsidiaries; and (iii) illustrative credit metric impacts and accretion associated with the potential merger. ETRN management also discussed with the ETRN Board, among other things, recent midstream simplification transactions, potential structures for, and the types of consideration that may be provided as part of, the potential merger, the approvals, including approvals by the ETRN shareholders and EQM unitholders, that may be required to consummate such transaction, potential market reactions to a roll-up transaction and ETRN’s dividend policy. Throughout October and November 2019, ETRN management continued to evaluate the potential terms, timing and structure of the potential merger with assistance from Guggenheim Securities, Citi and Latham.

On November 12, 2019, at a special telephonic meeting of the ETRN Board, the members of the ETRN Board discussed with ETRN management, among other things, timing and structural considerations relating to the potential merger.

On December 13, 2019, at a regular in-person executive session of the ETRN Board, ETRN management discussed with the ETRN Board the continued exploration of, and potential timing for, proposing to EQM a roll-up transaction and related potential benefits, including alleviating governance concerns associated with publicly traded subsidiary MLPs and potentially positioning the consolidated company to better attract investment. Messrs. Karam and Oliver provided perspectives regarding potential terms for the merger, including

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with respect to consideration and transaction structure, and ETRN management also discussed potential market reactions to the merger. As part of this discussion, ETRN management also described various considerations for the ETRN Board and reviewed the general process and timing associated with the potential merger.

Throughout late December 2019 and early January 2020, representatives of ETRN management met with representatives of Guggenheim Securities, Citi and Latham periodically to continue to analyze the proposed terms, timing, structure and anticipated impact of the potential merger.

On January 10, 2020, a special telephonic meeting of the ETRN Board was held, which was attended by representatives of ETRN management and Latham. At this meeting, representatives of Latham reviewed the fiduciary duties of the members of the ETRN Board in respect of the potential merger. Mr. Karam provided a detailed update regarding the negotiation of the Commercial Agreements and updated the ETRN Board as to the status of ETRN management’s review of a potential merger transaction. Mr. Karam then addressed, with input from Mr. Oliver and Nathan P. Tetlow, Vice President, Corporate Development and Investor Relations of ETRN, among other things, questions from members of the ETRN Board regarding the potential reassessment concurrent with the merger of the combined company’s post-merger dividend policy, perceived benefits of and considerations relevant to reducing the amount of ETRN’s existing annual dividend, and certain structural and tax aspects of the potential merger. Following this meeting and throughout January 2020, ETRN management continued to evaluate the potential merger with assistance from Guggenheim Securities, Citi and Latham.

On January 20, 2020, Stephen M. Moore, Senior Vice President and General Counsel of ETRN, spoke to William E. Jordan, Executive Vice President and General Counsel of EQT, regarding the ongoing negotiations of the Commercial Agreements, and noted that ETRN intended to send to EQT a non-disclosure agreement covering certain material nonpublic information that Mr. Moore indicated may have implications under the Tax Matters Agreement. Following such discussion, ETRN sent a draft non-disclosure agreement to Mr. Jordan.

On January 21, 2020, in connection with its continuing evaluation of the potential merger, ETRN management met telephonically with Moody’s Investors Service, Inc. (“Moody’s”) to discuss the potential merger and concurrent transactions.

On January 22, 2020, Mr. Moore, consistent with the directives of the ETRN Board and in order to provide adequate time for the EQM Conflicts Committee to engage advisors, informed Lara E. Washington and Michael A. Bryson, the members of the EQM Conflicts Committee, that certain aspects of the negotiations of the Commercial Agreements were anticipated to require the engagement of the EQM Conflicts Committee in accordance with the EQM Partnership Agreement and that, while ETRN management was not yet authorized to make any proposal, a proposal to the EQM Conflicts Committee in respect of a potential merger transaction could be forthcoming. Mr. Moore then discussed with Ms. Washington and Mr. Bryson certain matters relating to the Tax Matters Agreement. Also on January 22, 2020, Mr. Moore discussed with Mr. Jordan the non-disclosure agreement that ETRN had previously provided to EQT.

On January 23, 2020, Ms. Washington, on behalf of the EQM Conflicts Committee, contacted representatives of Evercore and Richards, Layton & Finger, P.A. (“RLF”) to discuss their availability to advise the EQM Conflicts Committee with respect to financial and legal matters, respectively, in the event that the EQM Conflicts Committee was asked to review certain aspects of the negotiations of the Commercial Agreements or a proposal in respect of a potential merger transaction. Evercore and RLF had previously advised the EQM Conflicts Committee in connection with certain prior unrelated transactions that had been delegated to the EQM Conflicts Committee for review. The EQM Conflicts Committee determined to engage Evercore and RLF based on Evercore’s and RLF’s prior experience with the EQM Conflicts Committee and Evercore’s and RLF’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and engagements with conflicts committees in general.

Also on January 23, 2020, ETRN management met telephonically with S&P Global Ratings, a division of S&P Global Inc. (“S&P”), to discuss the potential merger and concurrent transactions. On that same day, Mr. Jordan sent a revised draft of the non-disclosure agreement to ETRN.

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On January 26, 2020, ETRN and EQT executed the non-disclosure agreement.

On January 27, 2020, at a special in-person meeting of the ETRN Board, Mr. Karam provided an overview of the ongoing negotiations of the Commercial Agreements. Mr. Karam then provided an overview of the potential merger, including certain considerations, noting, among other things, potential rating agency action in response to the announcement of the potential merger and the Commercial Agreements, that ETRN management expected to utilize ETRN common stock as the consideration for the potential merger, the rights of the holders of the Series A Preferred Units in connection with the consummation of the potential merger and ETRN management’s preference with respect to the outstanding Series A Preferred Units that the holders of such Series A Preferred Units would elect to receive a substantially similar security in EQM upon consummation of the potential merger. Members of the ETRN Board and ETRN management discussed, among other things, potential negotiating points that could arise with the EQM Conflicts Committee regarding the transaction. Following such discussion, members of ETRN management reviewed with the ETRN Board certain illustrative consolidated financial forecasts for ETRN reflecting the pro forma impacts of entry by EQM and certain of its subsidiaries into the Commercial Agreements, the consummation of the potential merger and certain related financial considerations. Members of the ETRN Board and ETRN management then discussed, among other things, forecasted leverage levels, as well as the potential economic terms for any proposal to the EQM Board in respect of the potential merger and the potential benefits and related considerations of effecting such transaction. Mr. Moore then outlined proposed next steps in the potential merger process, including the possibility of ETRN management submitting, if authorized by the ETRN Board, a non-binding letter to the EQM Board indicating that ETRN was considering making a merger proposal to the EQM Board.

On January 27, 2020, ETRN management also separately met telephonically with Fitch Ratings, Inc. to discuss the potential merger and concurrent transactions.

On January 28, 2020, the meeting of the ETRN Board was reconvened for an executive session attended by Mr. Karam. The ETRN Board further discussed authorizing ETRN management to submit a non-binding letter to the EQM Board indicating that ETRN was considering making a merger proposal to the EQM Board and the benefits and considerations of initiating discussions regarding the potential merger with the EQM Conflicts Committee. The ETRN Board, after discussion, unanimously approved the submission of such non-binding letter to the EQM Board.

Also on January 28, 2020, at a joint regular in-person meeting of the ETRN Board and the EQM Board, members of the ETRN Board and members of the EQM Board discussed, among other things, ETRN’s most recent proposal to EQT related to the Commercial Agreements. Following the meeting, Mr. Karam delivered a letter to Ms. Washington indicating that ETRN was contemplating delivering a proposal to acquire all of the outstanding EQM common units (other than those held by ETRN and its affiliates) in a merger transaction as a result of which EQM would become an indirect wholly owned subsidiary of ETRN in a share-for-unit exchange.

On January 29, 2020, at a regular in-person meeting of the EQM Board, the members of the EQM Board adopted resolutions confirming Mr. Bryson and Ms. Washington as members of the EQM Conflicts Committee in accordance with the EQM Partnership Agreement and authorizing the EQM Conflicts Committee to (i) review and evaluate any potential conflicts arising in connection with the proposed transactions and related arrangements, (ii) review and evaluate the terms and conditions of the proposed transactions and related arrangements on behalf of EQM, its subsidiaries and the EQM common unitholders (other than ETRN and its affiliates), (iii) negotiate the terms and conditions of the proposed transactions and related arrangements, (iv) determine whether the proposed transactions and related arrangements are in the best interests of EQM, its subsidiaries and EQM common unitholders (other than ETRN and its affiliates), and (v) determine whether or not to approve, and to recommend that the EQM Board approve (including that the EQM Board recommend approval by the limited partners of EQM of the Merger), the proposed transactions and related arrangements, with any such approvals constituting “Special Approval” for purposes of the EQM Partnership Agreement.

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On January 30, 2020, Mr. Karam spoke with representatives of Evercore regarding plans for ETRN management to present a proposal with respect to the Merger to the EQM Conflicts Committee and its advisors. Also on January 30, 2020, representatives of Latham spoke with representatives of RLF concerning the proposed structure of the Merger and the status of negotiations with respect to the Commercial Agreements.

On January 31, 2020, February 3, 2020 and February 4, 2020, EQM entered into non-disclosure agreements with certain affiliates of each of BlackRock, Inc., GSO Capital Partners LP and Magnetar Financial LLC to facilitate discussions with such Investors regarding the implications of the Merger on the Series A Preferred Units held by such Investors.

On February 1, 2020, the ETRN Board held a special telephonic meeting, which was attended by representatives of Guggenheim Securities, Citi and Latham. At this meeting, representatives of Latham reviewed the fiduciary duties of the members of the ETRN Board in respect of the proposed transactions. Following such review, Mr. Karam reviewed with the ETRN Board financial aspects of the negotiation of the Commercial Agreements, and provided an overview of certain considerations with respect to the Merger, including potential terms of a proposal to the EQM Conflicts Committee. Representatives of Guggenheim Securities and Citi then discussed preliminary perspectives regarding certain financial aspects of the Merger, including premiums in precedent transactions, and reviewed the strategic rationale for ETRN submitting an acquisition proposal to the EQM Conflicts Committee that did not reflect an acquisition premium. Following this discussion, the representatives of Guggenheim Securities, Citi and Latham, as well as certain member of ETRN management, were excused from the meeting. Following such departures, the remaining members of ETRN management noted that, if approved by the ETRN Board, ETRN management would meet with the EQM Conflicts Committee and its advisors on February 3, 2020 to make a formal proposal to EQM relating to the Merger and would schedule a meeting with the Investors shortly thereafter to discuss the treatment of the Series A Preferred Units held by such Investors in the Merger. Following this discussion, the ETRN Board (with D. Mark Leland abstaining given his recent election as a member of the ETRN Board) authorized ETRN management to submit a proposal to EQM for an all-stock merger transaction in which each EQM common unit (other than those held by ETRN and its subsidiaries) would receive 2.3185 shares of ETRN common stock, which implied an “at market” exchange ratio based on the volume-weighted average price (“VWAP”) of ETRN common stock and EQM common units for the 20 trading days ending January 31, 2020, and further authorized ETRN management to commence private negotiations with the Investors who entered into non-disclosure agreements.

On February 3, 2020, ETRN management and the EQM Conflicts Committee met in Canonsburg, Pennsylvania, with representatives of Latham, Guggenheim Securities and Citi, the legal and financial advisors of ETRN, and RLF and Evercore, the legal and financial advisors of the EQM Conflicts Committee, in attendance. ETRN management presented the EQM Conflicts Committee and its legal and financial advisors with the strategic rationale for the Merger, as well as a detailed update on the negotiation of the Commercial Agreements. In connection with its presentation, ETRN management also provided the EQM Conflicts Committee and Evercore with financial forecasts reflecting the consummation of the proposed transactions. In further discussing with the EQM Conflicts Committee the strategic rationale for the Merger, ETRN’s financial advisors noted that investors increasingly favored C-corp structures (rather than MLPs) given the comparatively better governance rights in such structures and the ability of C-corps to attract a broader investor base, and the resulting benefit of potential increases in trading liquidity and improved cost of, and access to, capital. Relatedly, ETRN’s financial advisors noted that the Merger would result in enhanced equityholder rights for the holders of EQM common units, as such holders would have increased voting rights as holders of ETRN common stock, including, among other things, the ability to elect future members of the ETRN Board. ETRN’s financial advisors explained that the Merger would further enhance the impact of a redetermination of ETRN’s existing dividend policy and EQM’s existing distribution policy, as well as each entity’s respective capital allocation policy. ETRN management expressed to the EQM Conflicts Committee that ETRN management believed that modifying such policies was a necessary response to market dynamics given the lack of available external capital and the trend of investor focus on balance sheet strength, de-levering profiles and coverage metrics, and that ETRN management expected such changes would improve the position of the combined company in any industry environment.

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ETRN management, on behalf of the ETRN Board, then provided an initial proposal for ETRN and its subsidiaries to acquire all outstanding EQM common units not already held by them in an all-stock transaction in which each EQM common unit would be exchanged for 2.3185 shares of ETRN common stock, which implied an “at market” exchange ratio based on the VWAP of ETRN common stock and EQM common units for the 20 trading days ending January 31, 2020. ETRN management noted that, based on then-current equity market prices of EQM common units, the Merger was not expected to create tax benefits for ETRN or generate significant financial synergies. Following such presentations, the participants discussed, among other things, the timeline and requisite work streams relating to the Merger and engagement with the Investors to discuss the treatment of the Series A Preferred Units in the transaction. Following adjournment of the meeting with ETRN management, the EQM Conflicts Committee reconvened and, together with Evercore and RLF, discussed their initial reactions to the management presentation, the analysis and diligence to be completed in connection with reviewing the proposed transactions and expected timing to complete such diligence and analysis. At this meeting, representatives of RLF also reviewed the fiduciary duties of the members of the EQM Conflicts Committee in connection with considering the proposed transactions.

On February 4, 2020, ETRN management distributed to the ETRN Board, the EQM Board, including the members of the EQM Conflicts Committee, and RLF a summary of actions taken by S&P in respect of several Appalachian-based E&P companies, including significant customers of EQM, based primarily on revised S&P natural gas price assumptions, and the potential implications of those actions on EQM. ETRN management also indicated that S&P had communicated that it intended to take action with respect to EQM and ETRN. S&P subsequently downgraded EQM and ETRN, with both entities remaining on “negative” outlook. On that same day, at the request of ETRN management, Guggenheim Securities and Citi provided financial forecasts prepared by ETRN management to Evercore reflecting the then-current proposals with respect to the Merger and the Commercial Agreements. From that time through the execution of the Merger Agreement, ETRN management continued to refine, and provided to Guggenheim Securities and Evercore, the financial forecasts to reflect modifications to the assumptions underlying such forecasts as the transaction structure changed, ETRN’s and EQM’s credit ratings were downgraded, negotiations with the Investors evolved and ETRN further refined its expected changes to ETRN’s dividend policy, EQM’s distribution policy and each entity’s capital allocation policy.

On February 5, 2020, representatives of Latham, on behalf of ETRN, distributed a draft of the Merger Agreement to RLF. The draft Merger Agreement, among other things, (i) provided that the obligations of ETRN and EQM to consummate the Merger would be conditioned on, among other things, the EQM limited partner approval and the ETRN shareholder approval, (ii) included substantially reciprocal representations and warranties, (iii) included substantially reciprocal restrictions on each party’s business during the period between execution of the Merger Agreement and closing of the Merger (the “interim period”), (iv) included a “force the vote” provision that would require EQM to submit the transaction for approval by the EQM limited partners regardless of any change of recommendation by the EQM Conflicts Committee, (v) provided for expense reimbursement and a termination fee under specified circumstances, and (vi) specified that EQM’s quarterly distribution with respect to any quarter during the interim period would not exceed $1.16 per EQM common unit. Also on February 5, 2020, ETRN management and ETRN’s financial advisors met with representatives of certain of the Investors to discuss the Merger and the possibility of exchanging in connection therewith the existing Series A Preferred Units for a substantially equivalent security in ETRN or EQM.

Between February 6, 2020 and February 23, 2020, ETRN management and ETRN’s financial advisors engaged in various due diligence discussions with and addressed requests from representatives of certain of the Investors.

On February 7, 2020, the EQM Conflicts Committee held a telephonic meeting with representatives of RLF, during which the EQM Conflicts Committee and the RLF representatives discussed the terms of a proposed engagement letter in connection with engaging Evercore as the EQM Conflicts Committee’s financial advisor, including the proposed fees payable to Evercore, the scope of matters to be analyzed by Evercore and the scope

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of any fairness opinion that may be rendered by Evercore in connection with the engagement. The EQM Conflicts Committee subsequently executed an engagement letter with Evercore, dated February 12, 2020. Also on February 7, 2020, Guggenheim Securities and Citi provided access to a virtual data room with respect to the Merger to the Investors that had executed non-disclosure agreements.

On February 10, 2020, representatives of Latham discussed the terms of the Merger Agreement with RLF, including, among other things, the proposed treatment of the Series A Preferred Units in connection with the Merger.

On February 12, 2020, the EQM Conflicts Committee held a telephonic meeting with representatives of Evercore and RLF, during which the EQM Conflicts Committee and its advisors discussed the proposed terms of the Merger, the strategic rationale for the Merger and the potential benefits of the Merger to the Unaffiliated Partnership Unitholders. Representatives of Evercore presented the EQM Conflicts Committee with Evercore’s preliminary analysis of the respective values of EQM common units, shares of ETRN common stock and the proposed exchange ratio. The EQM Conflicts Committee and its advisors discussed the impact of the treatment of the Series A Preferred Units on the analysis of the Merger and the potential tax impact of the Merger on the Unaffiliated Partnership Unitholders. RLF presented the EQM Conflicts Committee with the terms of the draft Merger Agreement and discussed with the EQM Conflicts Committee, among other things, (i) expectations for EQM’s quarterly distribution in the interim period, (ii) the potential benefits of negotiating for a “majority of the minority” approval condition, (iii) the circumstances under which the EQM Conflicts Committee could change its recommendation to the EQM limited partners in the interim period and the effects of a change in recommendation, including applicable termination rights, (iv) the scope of the proposed termination fee and expense reimbursement and the circumstances under which such amounts may be paid, (v) the scope of the interim operating covenants restricting each parties’ respective business during the interim period and (vi) the scope of the representations and warranties made by each party. The EQM Conflicts Committee provided RLF with its views concerning how to revise the Merger Agreement and authorized RLF to send a revised draft of the Merger Agreement to Latham.

On February 13, 2020, RLF sent a revised draft of the Merger Agreement to Latham. Among other things, the revised draft of the Merger Agreement reflected (i) the proposed addition of a “majority of the minority” approval condition, (ii) a reduction in the threshold pursuant to which a competing offer to acquire assets from or equity in EQM would constitute a “superior proposal” from any offer for an acquisition of 80% or more of EQM’s assets or equity to any offer for an acquisition of 50% or more of EQM’s assets or equity, (iii) the addition of a right of EQM to terminate the Merger Agreement in the event a superior proposal is made provided that EQM pay a termination fee to ETRN in connection with such termination and (iv) the streamlining of certain reciprocal operating covenants between signing and closing. Also on February 13, 2020, (i) at the request of ETRN management, Citi provided ETRN management’s updated financial forecasts to Evercore reflecting, among other things, the impact of posting letters of credit by EQM, due to certain changes in EQM’s credit ratings, for purposes of guaranteeing certain obligations with respect to the MVP joint venture, a proposed reduction in the dividend on ETRN common stock to $0.80/share per year and specified gathering rates with EQT in connection with the ongoing negotiations of the Commercial Agreements, and (ii) Latham provided RLF with initial drafts of certain of the Commercial Agreements, including drafts of a promissory note by ETRN to EQT to be issued as consideration in connection with one of the Share Purchase Agreements (the “Promissory Note”) and an assignment and assumption agreement (the “Assignment Agreement”) for purposes of assigning the Promissory Note from EQT to EQM in exchange for certain rate relief to be granted to EQT under the terms of certain of the Commercial Agreements.

On February 14, 2020, Latham held a call with RLF to discuss, among other things, the EQM Conflict Committee’s proposal to add a “majority of the minority” approval condition, to reduce the threshold for a superior proposal and the addition of certain termination rights for EQM. Also on February 14, 2020, representatives of the Investors distributed a proposed term sheet to Guggenheim Securities and Citi, which was subsequently distributed to ETRN management. Throughout the following week, the Investors, ETRN and their

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respective legal and financial advisors negotiated the terms of a substantially equivalent preferred security to be issued by ETRN in exchange for Series A Preferred Units, as well as discussed the potential redemption of a portion of the Series A Preferred Units, in connection with the Merger.

On February 16, 2020, Latham, on behalf of ETRN, sent a revised draft of the Merger Agreement to RLF. Among other things, the revised draft of the Merger Agreement reflected (i) the proposed entry by ETRN into the Preferred Restructuring Agreement with the Investors relating to the issuance of the ETRN Preferred Shares in exchange for all outstanding Series A Preferred Units, (ii) the addition of certain carve outs to the ability of EQM to terminate the Merger Agreement in connection with an EQM changed circumstance (as defined herein), (iii) certain reciprocal representations and warranties, (iv) the addition of the ability to submit approval of the ETRN stock issuance to the ETRN shareholders at a special or annual meeting of such shareholders, (v) the removal of the “majority of the minority” approval condition and (vi) the removal of the right of EQM to terminate the Merger Agreement in the event a superior proposal is made.

On February 17, 2020, Mr. Karam, Mr. Oliver and representatives of the Investors met in Houston, Texas, with representatives of Citi and representatives of Guggenheim Securities in attendance and other members of ETRN management in attendance telephonically, to discuss the proposed term sheet previously distributed by representatives of the Investors. In the meeting, the parties discussed the terms of a substantially equivalent preferred security to be issued by ETRN in exchange for Series A Preferred Units and the potential redemption of a portion of the Series A Preferred Units in connection with the Merger.

Following the meeting with representatives of the Investors, on February 17, 2020, Mr. Karam sent an update to the ETRN Board via email regarding (i) the status of negotiations with the Investors and (ii) the expected recommendation from ETRN management that, based on ETRN management’s further consideration of ETRN’s dividend policy, the ETRN Board should reduce the go-forward dividend on ETRN common stock to $0.60/share per year. Mr. Karam also indicated ETRN management’s desire to update the EQM Conflicts Committee regarding the structure and timing of the Merger, including in respect of the negotiations with the Investors, and that ETRN management would provide additional materials to the ETRN Board for review.

On February 18, 2020, the Investors circulated a revised term sheet to Guggenheim Securities and Citi for distribution to ETRN management relating to the proposed exchange of the Series A Preferred Units for a substantially equivalent security to be issued by ETRN. Also on that day, Latham held a call with RLF to discuss certain terms of the Merger Agreement. Between February 18, 2020 and February 21, 2020, Latham held multiple calls with RLF to discuss the status of negotiations with the Investors with respect to the treatment of the Series A Preferred Units in connection with the Merger and the effect of such negotiations on the proposed Merger.

On February 19, 2020, at a special telephonic meeting of the ETRN Board, ETRN management provided an update to the ETRN Board regarding the recent downgrades of EQT’s and EQM’s respective debt securities and the related implications on the proposed transactions, as well as the status of negotiations with the EQM Conflicts Committee and the Investors and potential transaction timing. Later on February 19, 2020, the EQM Conflicts Committee held a telephonic meeting with representatives of Evercore and RLF, during which the EQM Conflicts Committee and its advisors discussed the status of the proposed transactions and the impact of the negotiations between ETRN management and the Investors with respect to the treatment of the Series A Preferred Units in connection with the Merger. The EQM Conflicts Committee also discussed certain of the Commercial Agreements, including initial drafts of the Promissory Note and the Assignment Agreement, and discussed a potential amendment to the EQM Partnership Agreement relating to the potential entry by EQM into the Assignment Agreement and the assumption of the Promissory Note.

On February 20, 2020, Latham provided RLF with an initial draft of an agreement with respect to the intercompany loan between EQM and ETRN (the “Intercompany Loan”) relating to the negotiation of the Commercial Agreements. Shortly thereafter, representatives of Latham and RLF held a call to discuss the

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Intercompany Loan and the impact of the Intercompany Loan on the EQM Conflicts Committee’s evaluation of a potential amendment to the EQM Partnership Agreement.

Early on February 21, 2020, the EQM Conflicts Committee held a telephonic meeting with representatives of Evercore and RLF, during which the EQM Conflicts Committee and its advisors discussed the status of the proposed Merger and the Commercial Agreements. The EQM Conflicts Committee and its advisors discussed the rationale for, and benefits of, the Commercial Agreements, including the rationale for, and benefits of, the Intercompany Loan, the Promissory Note, the Assignment Agreement and the potential amendment to the EQM Partnership Agreement. The EQM Conflicts Committee and its advisors also discussed ongoing diligence with respect to the proposed transactions and the documentation for the proposed transactions.

On February 21, 2020, ETRN management and ETRN’s advisors engaged with the Investors and their counsel regarding the potential terms of a substantially equivalent security for the Investors to be issued by ETRN in connection with the Merger and related documentation. Later that day, Mr. Karam updated Robert F. Vagt, ETRN’s Lead Independent Director, on the status of discussions with the Investors. Following such discussion, Mr. Vagt updated the other members of the ETRN Board regarding the same. Mr. Karam also conveyed to Evercore the high-level terms that ETRN had negotiated with the Investors. Evercore requested further information from ETRN management regarding the proposed transaction.

Also on February 21, 2020, Latham distributed a draft of the Preferred Restructuring Agreement to Kirkland & Ellis (“Kirkland”), counsel to the Investors. The draft Preferred Restructuring Agreement, among other things, (i) provided for the redemption by EQM of $600 million of the outstanding Series A Preferred Units and the exchange of all remaining Series A Preferred Units for ETRN Preferred Shares, (ii) required the Investors to vote or cause to be voted all of the Series A Preferred Units owned by such Investors in favor of the Merger Agreement and the Merger at the EQM special meeting and (iii) required the parties thereto to enter into a registration rights agreement with respect to the ETRN Preferred Shares at closing of the Merger.

On February 22, 2020, RLF sent revised drafts of the Merger Agreement and related ancillary agreements to Latham. The revised draft of the Merger Agreement, among other things, (i) removed certain limitations on EQM’s ability to terminate the Merger Agreement in connection with certain changes in EQM’s circumstances prior to closing of the Merger, (ii) made certain representations and warranties to be provided by EQM reciprocal with those to be provided by ETRN, and (iii) granted EQM the ability to terminate the Merger Agreement in the event that the EQM Conflicts Committee adversely changed its recommendation to EQM common unitholders with respect to the EQM limited partner approval in the event of certain specified changes in circumstances. At the request of the EQM Conflicts Committee, EQM management provided the EQM Conflicts Committee with materials detailing the rationale for effecting the proposed entry by EQM and certain of its subsidiaries into the Commercial Agreements, as well as the rationale for certain related financing transactions. Also on February 22, 2020, at the request of ETRN management, Citi provided ETRN management’s updated financial forecasts reflecting the final negotiated terms with respect to the Commercial Agreements and the consummation of the Merger to Evercore.

Also on February 22, 2020, Latham sent Kirkland a draft of the certificate of designations with respect to the ETRN Preferred Shares to be issued to the Investors in exchange for their Series A Preferred Units in connection with the Merger. The draft certificate of designations reflected certain matters negotiated by ETRN management and ETRN’s financial advisors with the Investors, including, among other things, (i) the right of the holders of the ETRN Preferred Shares to receive cumulative quarterly dividends at a rate per annum of 9.75% for each quarter ending on or before March 31, 2024, and thereafter quarterly dividends at a rate per annum equal to the sum of (a) three-month LIBOR in respect of the applicable quarter and (b) 8.15%, (ii) subject to certain limitations, the right of the holders of the ETRN Preferred Shares to convert all or any portion of the ETRN Preferred Shares owned by such holder into shares of ETRN common stock on a one-for-one basis, subject to certain anti-dilution adjustments and an adjustment for any dividends that have accrued but have not been paid when due and partial period dividends, at any time after April 10, 2021, (iii) the right of the holders of the ETRN

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Preferred Shares to an automatic conversion of such ETRN Preferred Shares into shares of ETRN common stock at a specified conversion rate upon a change of control in which more than 90% of the consideration payable to the holders of ETRN common stock is payable in cash and (iv) the right of ETRN to redeem all or any portion of the ETRN Preferred Shares for cash in an amount equal to 110% of the issue price of the ETRN Preferred Shares redeemed at any time on or after January 1, 2024. On that same day, Latham sent RLF an initial draft of the proposed amendment to the EQM Partnership Agreement.

On February 22, 2020 and February 23, 2020, EQM negotiated and entered into non-disclosure agreements with the remaining Investors to govern the provision of certain material non-public information regarding the Merger. Following each Investor’s entry into a non-disclosure agreement, Guggenheim Securities provided access to the virtual data room with respect to the Merger.

On February 23, 2020, Latham and Kirkland held a call to discuss the terms of the certificate of designations. Following the call, Kirkland sent Latham a revised draft of the Preferred Restructuring Agreement. Among other things, the revised draft of the Preferred Restructuring Agreement reflected (i) the addition of EQM as a party to the agreement, (ii) the addition of a carve out to the Investors’ obligation to vote or cause to be voted all of the Series A Preferred Units in favor of the Merger Agreement and the Merger at the EQM special meeting in the event that EQM is in breach or violation of its organizational documents or either of ETRN or EQM is in breach or violation of the Preferred Restructuring Agreement or ancillary agreements related thereto, (iii) the addition of the right of Investors to transfer Series A Preferred Units to third parties so long as such transfer complied with the EQM Partnership Agreement and the assignee to such transfer executed a joinder agreement to the Preferred Restructuring Agreement, (iv) the addition of certain ETRN and EQM obligations to be completed prior to closing of the transactions contemplated by the Preferred Restructuring Agreement, (v) the addition of representations and warranties by each of ETRN, EQM and the Investors, (vi) the addition of indemnification rights for ETRN and the Investors and (vii) the addition of an Investor notice right with respect to any documentation to be filed by ETRN or EQM with the SEC. Latham also sent a revised draft of the Merger Agreement and related documentation to RLF on February 23, 2020. Among other things, the revised draft of the Merger Agreement reflected (i) the redemption by EQM of a portion of the Series A Preferred Units for cash and the exchange of all remaining Series A Preferred Units for ETRN Preferred Shares and (ii) the removal of certain financing obligations.

On February 24, 2020, RLF sent Latham a preliminary legal issues list regarding the terms of the Intercompany Loan that requested, among other things, expansions of the representations and warranties and covenants made by ETRN and the events of default, a right to set off distributions payable to ETRN upon an event of default and a requirement that the EQM Conflicts Committee approve any amendments to the Intercompany Loan. That same day, the ETRN Board held a special in-person meeting, which was attended by representatives of Guggenheim Securities, Citi and Latham. At this meeting, representatives of Latham reviewed the fiduciary duties of the members of the ETRN Board in respect of the proposed transactions and provided the ETRN Board with an overview of the proposed terms of (i) the Merger Agreement, (ii) the Preferred Restructuring Agreement, including the terms of the substantially equivalent preferred security to be issued by ETRN in exchange for the Series A Preferred Units thereunder, and (iii) the purchase of approximately 50% of the ETRN common stock held by EQT in exchange for cash and rate relief under the Commercial Agreements. ETRN management also summarized for the ETRN Board recent developments with respect to the Merger, including (i) the resolution with the Investors of the terms of the ETRN Preferred Shares to be issued in connection with consummation of the Merger and (ii) the resolution with EQT of certain matters relating to the Tax Matters Agreement. The materials distributed to the ETRN Board ahead of the meeting included material relationships disclosures provided by Guggenheim Securities and Citi (which disclosures were subsequently updated for the ETRN Board in connection with the February 26, 2020 meeting of the ETRN Board discussed below). Mr. Oliver then reviewed ETRN’s contemplated financial and dividend policy, pro forma for the transactions, with the ETRN Board. Following such review, Guggenheim Securities presented its preliminary financial perspectives in respect of the Merger, including the relative share and unit price performance of ETRN and EQM since November 2018, historical exchange ratios for ETRN common stock and EQM common units,

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premiums paid in selected precedent simplification/roll-up transactions, certain illustrative exchange ratio sensitivities and illustrative accretive and dilutive impacts in respect of ETRN and EQM indicated by such sensitivities, and financial metrics of selected publicly traded companies and partnerships. ETRN management then discussed with members of the ETRN Board, Guggenheim Securities, Citi and Latham, among other things, the general communication strategy for announcing the proposed transactions.

Also on February 24, 2020, members of ETRN management held a telephonic diligence call with representatives of the Investors, during which the parties further discussed the process for effecting the redemption and exchange of the Series A Preferred Units. Kirkland sent a revised draft of the certificate of designations to Latham. The revised draft of the certificate of designations, among other things, (i) broadened the scope of the definition of “change of control” to include any transaction in which more than half of the members of the ETRN Board would no longer be members of the ETRN Board following consummation of such transaction, (ii) included a 2.00% per annum increase to the dividend rate payable on the ETRN Preferred Shares following any failure of ETRN to pay in full the dividend due on any given date, which such increase would accrue until such unpaid dividend is paid in full, and (iii) entitled the holders of the ETRN Preferred Shares to convert such ETRN Preferred Shares into ETRN common stock immediately prior to any liquidation of ETRN. Latham distributed certain diligence materials, including a presentation summarizing the proposed transactions, to Kirkland, along with a revised draft of the Preferred Restructuring Agreement. Among other things, the revised draft of the Preferred Restructuring Agreement (i) obligated ETRN to cause to be delivered an opinion to the Investors of Pennsylvania counsel, (ii) included certain clarifying changes regarding the ETRN shareholder approval, (iii) removed certain non-fundamental ETRN representations and warranties and (iv) removed the Investor notice right with respect to any documentation to be filed by ETRN or EQM with the SEC.

Later on February 24, 2020, ETRN management, together with ETRN’s financial advisors and Latham, held a telephonic diligence session with the EQM Conflicts Committee and its financial and legal advisors regarding the materials ETRN had provided with respect to the rationale for the proposed transactions and provided an update on negotiations with the Investors with respect to the treatment of the Series A Preferred Units in connection with the Merger. During the call, ETRN management also discussed the process for effecting the proposed transactions.

Following the telephonic diligence session, the EQM Conflicts Committee held a telephonic meeting with representatives of Evercore and RLF, during which the EQM Conflicts Committee and its advisors discussed their reactions to the presentation made by ETRN management earlier in the day and the status of the Commercial Agreements and the Merger Agreement. Representatives of Evercore then made a presentation to the EQM Conflicts Committee regarding the financial terms of the Commercial Agreements, including the terms of the proposed Intercompany Loan and the Assignment Agreement, and the financial terms of the proposed Merger. Representatives of Evercore also presented the EQM Conflicts Committee with a summary of the proposed treatment of the Series A Preferred Units in the Merger, Evercore’s financial analysis of the respective values of the EQM common units, ETRN common stock, and the proposed exchange ratio and the impact of the proposed Merger on the Unaffiliated Partnership Unitholders. Representatives of Evercore further presented an analysis of the expected tax impact of the Merger on the Unaffiliated Partnership Unitholders. The EQM Conflicts Committee then discussed with RLF the status of the Merger Agreement and received presentations from RLF regarding the Intercompany Loan, the Promissory Note, the Assignment Agreement and the proposed amendment to the EQM Partnership Agreement. Following consideration of the proposed transactions, including the analysis of its advisors, the EQM Conflicts Committee determined to propose an exchange ratio of 2.45 shares of ETRN common stock per EQM common unit in connection with the Merger and authorized Evercore to convey such proposal to ETRN’s financial advisors. The EQM Conflicts Committee also authorized RLF to continue finalizing the legal documentation in accordance with the EQM Conflicts Committee’s feedback and discussion. Following such meeting, RLF sent a revised draft of the Merger Agreement and related documentation to Latham with minimal clarifying changes.

On February 25, 2020, Evercore, on behalf of the EQM Conflicts Committee, telephonically provided Guggenheim Securities and Citi with a counterproposal reflecting an exchange ratio of 2.45 shares of ETRN

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common stock per EQM common unit in connection with the Merger, which represented a 3.32% premium based on the VWAP of ETRN common stock and EQM common units for the 20-day period ending on February 24, 2020. Following receipt of the counterproposal from Evercore, ETRN management discussed the proposal with representatives of Guggenheim Securities, Citi and Latham. At the direction of ETRN management, Guggenheim Securities and Citi responded to Evercore with a revised exchange ratio of 2.362 shares of ETRN common stock per EQM common unit, which represented a 0.39% discount based on the VWAP of ETRN common stock and EQM common units for the 20-day period ending on February 24, 2020.

Also on February 25, 2020, the EQM Conflicts Committee held a telephonic meeting with representatives of Evercore, RLF, Latham and ETRN management, during which (i) representatives of ETRN management and Latham discussed with the EQM Conflicts Committee certain considerations with respect to compliance with the Tax Matters Agreement and (ii) the EQM Conflicts Committee discussed with representatives of RLF and Latham the terms of, and rationale for EQM entering into, the Intercompany Loan.

That same day, Guggenheim Securities and Citi engaged with representatives of the Investors regarding certain proposals by the Investors and Latham held a call with Kirkland regarding the terms of the certificate of designations. Following such discussion, Latham sent a revised draft of the certificate of designations and a draft of a registration rights agreement to Kirkland, and Kirkland sent Latham a revised draft of the Preferred Restructuring Agreement. Latham then held another call with Kirkland to discuss the registration rights agreement. Among other things, the revised draft of the Preferred Restructuring Agreement reflected (i) certain additional ETRN representations and warranties relating to compliance with applicable laws, (ii) an Investor notice right with respect to any documentation to be filed by ETRN or EQM with the SEC and (iii) restrictions on ETRN’s ability to take actions prior to the closing of the Merger that would require the affirmative vote or consent of the Investors under the certificate of designations without the prior written consent of the Investors who, as of the closing of the Merger, would hold the requisite number of ETRN Preferred Shares. Kirkland also sent Latham a revised draft of the Merger Agreement reflecting minimal clarifying changes.

Later on February 25, 2020, the EQM Conflicts Committee held a telephonic meeting with representatives of Evercore and RLF, during which representatives of Evercore presented the EQM Conflicts Committee with ETRN’s proposed revised offer of an exchange ratio of 2.362 shares of ETRN common stock per EQM common unit and presented Evercore’s financial analysis of such proposed exchange ratio. Following discussion, the EQM Conflicts Committee determined to re-propose an exchange ratio of 2.45 shares of ETRN common stock per EQM common unit in connection with the Merger and authorized Evercore to communicate such proposal to ETRN’s financial advisors. RLF then updated the EQM Conflicts Committee with respect to the status of the legal documentation concerning the proposed transactions. Subsequently, Evercore communicated to Citi and Guggenheim Securities that the EQM Conflicts Committee continued to hold firm to its counteroffer of 2.45 shares of ETRN common stock per EQM common unit, which represented a 3.32% premium based on the VWAP of ETRN common stock and EQM common units for the 20-day period ending on February 24, 2020. Mr. Karam then notified the ETRN Board via email that the EQM Conflicts Committee continued to hold firm to its counterproposal with respect to the exchange ratio. Following discussion with ETRN management, Citi and Guggenheim Securities communicated to Evercore a counteroffer of 2.44 shares of ETRN common stock per EQM common unit.

Throughout the day on February 26, 2020, representatives of Latham, in consultation with ETRN management, representatives of RLF, in consultation with the EQM Conflicts Committee, and representatives of Kirkland, in consultation with the Investors, participated in multiple conference calls to negotiate and finalize the terms of the Merger Agreement, the Preferred Restructuring Agreement, the certificate of designations and certain other related documentation. Representatives of Latham, in consultation with ETRN management, and representatives of Kirkland, in consultation with EQT, also participated in multiple conference calls to negotiate and finalize the terms of the Commercial Agreements. Following consultation with the EQM Conflicts Committee, Evercore notified Guggenheim Securities and Citi that, subject to final approval of the EQM Conflicts Committee, the EQM Conflicts Committee was prepared to finalize the Merger Agreement with an exchange ratio of 2.44 shares of ETRN common stock per EQM common unit, which represented a 2.97%

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premium based on the VWAP of ETRN common stock and EQM common units for the 20-day period ending on February 25, 2020. Mr. Karam notified the ETRN Board via email of the status of negotiations, including the EQM Conflicts Committee’s tentative intention to finalize negotiations on the basis of an exchange ratio of 2.44 shares of ETRN common stock per EQM common unit. Mr. Karam also provided the ETRN Board with a general update as to the status of documentation for the various proposed transactions. Mr. Moore subsequently provided an update as to the status of documentation and negotiations with respect to the proposed transactions to Mr. Vagt. Later that day, EQM management spoke with representatives of RLF regarding the status of the transaction documentation and confirmed that EQM was, subject to the approval of the EQM Conflicts Committee and the EQM Board, prepared to finalize all documentation.

On February 26, 2020, the ETRN Board convened a special telephonic meeting, with members of ETRN management and representatives of Guggenheim Securities, Citi and Latham in attendance. At this meeting, representatives of Latham reviewed the fiduciary duties of the members of the ETRN Board in respect of the proposed transactions and reviewed the principal legal terms of the Merger Agreement and other ancillary agreements, focusing primarily on the updates from the drafts reviewed with the ETRN Board on February 24, 2020. Guggenheim Securities then reviewed its financial analysis of the Exchange Ratio and rendered an oral opinion, which was confirmed by delivery of a written opinion dated February 26, 2020, to the ETRN Board to the effect that, as of February 26, 2020 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio was fair, from a financial point of view, to ETRN. The ETRN Board discussed matters relating to the Merger, including, among other things, the potential market reaction to the transaction as well as perceived benefits of, and other considerations relating to, the Merger and the other proposed transactions. After discussion, the ETRN Board, by unanimous vote, (i) determined that the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, were in the best interests of ETRN and the holders of the outstanding shares of ETRN common stock, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, (iii) approved the Certificate of Designations, (iv) directed that the ETRN stock issuance be submitted to a vote of the ETRN shareholders and (v) resolved to recommend that the ETRN shareholders approve the ETRN stock issuance. See “—Recommendation of the ETRN Board and Its Reasons for the Merger.”

Also on February 26, 2020, the EQM Conflicts Committee held a special telephonic meeting, which was attended by representatives of RLF and Evercore. RLF provided the EQM Conflicts Committee with an overview of various matters relating to the Merger and the terms of the Merger Agreement and the Commercial Agreements. Also at this meeting, Evercore reviewed its financial analysis of the Exchange Ratio with the EQM Conflicts Committee and, at the request of the EQM Conflicts Committee, rendered an oral opinion to the EQM Conflicts Committee, which was subsequently confirmed by delivery of a written opinion dated as of February 26, 2020, to the effect that, as of such date and based upon and subject to the assumptions, procedures, qualifications, limitations and other matters considered by Evercore in connection with the preparation of its opinion, the Exchange Ratio was fair, from a financial point of view, to EQM and the Unaffiliated Partnership Unitholders. Evercore also reiterated to the EQM Conflicts Committee the nature of its relationships with and engagements for ETRN, EQM and their respective affiliates and the amount and nature of the fees it received from such parties in connection with such engagements. At this meeting, the EQM Conflicts Committee, by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of EQM, its subsidiaries and the Unaffiliated Partnership Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger (the foregoing constituting “Special Approval” as defined in the EQM Partnership Agreement), (iii) recommended that the EQM Board approve the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and (iv) resolved, and recommended that the EQM Board resolve, to recommend approval of the Merger Agreement and the Merger by the limited partners of EQM. See “—Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger.”

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Later on February 26, 2020, the EQM Board held a special telephonic meeting, which was attended by members of EQM management and Latham. The EQM Conflicts Committee provided a report to the full EQM Board as to its determinations, and as to its receipt of the oral opinion of Evercore described above. The full EQM Board discussed the report and the proposed transaction. At this meeting, the EQM Board (acting in part based upon the recommendation of the EQM Conflicts Committee), by unanimous vote, (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of EQM, its subsidiaries and the EQM common unitholders, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and (iii) resolved to submit the Merger Agreement to a vote of the limited partners of EQM and recommend that the limited partners of EQM approve the Merger Agreement and the Merger.

On February 26, 2020, ETRN and EQM executed the Merger Agreement and the Preferred Restructuring Agreement.

On February 27, 2020, ETRN and EQM issued a joint press release announcing, among other things, the execution of the Merger Agreement and the Preferred Restructuring Agreement.

Recommendation of the ETRN Board and Its Reasons for the Merger

At a special telephonic meeting held on February 26, 2020, the ETRN Board, by unanimous vote, (i) determined that the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, are in the best interests of ETRN and the ETRN shareholders, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, and (iii) resolved to submit the approval of the ETRN stock issuance to a vote of the ETRN shareholders and recommend that the ETRN shareholders approve the ETRN stock issuance.

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, the ETRN Board consulted with ETRN’s management and legal and financial advisors and considered a number of factors. In view of the variety of factors and the quality and amount of information considered, ETRN did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching its determination but conducted an overall review of the Merger and related transactions. In addition, individual members of the ETRN Board may have given different weight to different factors. The ETRN Board considered this information and these factors, as a whole and, overall, considered the relevant information and factors to be favorable to, and in support of, its determinations and recommendation.

The decision of the ETRN Board was based upon a number of potential benefits of the transaction and other factors that the ETRN Board believed would contribute to the success of the combined company, and thus benefit the ETRN shareholders, including the factors mentioned below, the order of which does not necessarily reflect their relative significance.

The ETRN Board considered the following factors as generally supporting its decision to enter into the Merger Agreement:

• The Merger is expected to result in a larger market capitalization, which, coupled with the simplified corporate structure (which is responsive to investor sentiment favoring C-corps over MLPs), is expected to attract a broader universe of investors and increase equity trading liquidity, in turn allowing the combined company to access a deeper pool of capital to finance future growth if necessary at an improved cost of capital over time.

• The larger market capitalization is expected to provide an opportunity for ETRN common stock to be included on additional trading indices.

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• The Merger, together with the redetermined dividend and capital allocation policies announced by ETRN concurrently with the announcement of the Merger, is expected to increase the financial stability of the combined company and accelerate ETRN’s de-leveraging process through, among other things, increased retained cash flow.

• The Merger simplifies the capital structure of ETRN.

• ETRN common stock rather than cash will be the form of consideration to be paid to EQM common unitholders, which does not require ETRN to make any additional borrowings or use cash on hand to fund cash payments to EQM common unitholders.

• ETRN projected almost no cash taxes through 2023 and minimal cash taxes through 2026 after giving effect to the Merger.

• ETRN’s management was supportive of the Merger and believed the Merger to be an appropriate step in better positioning the combined enterprise given market dynamics.

• The requirement that ETRN shareholder approval be obtained as a condition to the ETRN stock issuance in connection with the Merger.

• The Merger Agreement restricts EQM’s ability to solicit or consider other proposals to acquire EQM or a portion of its business in certain circumstances

• The financial presentation and the opinion, each dated as of February 26, 2020, of Guggenheim Securities to the ETRN Board as to the fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio to ETRN, which opinion was based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken as more fully described under the caption “—Opinion of the Financial Advisor to ETRN.”

In addition, ETRN also identified and considered various potential risks of the Merger, including the following, the order of which does not necessarily reflect their relative significance:

• The pendency of the Merger for an extended period following the announcement of the execution of the Merger Agreement could have an adverse impact on ETRN and EQM.

• One or more of the conditions to the Merger may not be satisfied.

• The attention of management and employees may be diverted during the period prior to completion of the Merger, which may negatively affect ETRN’s and EQM’s businesses.

• ETRN shares may not trade at the expected valuations.

• The potential benefits sought in the Merger may not be realized.

• Downgrades of EQM’s credit ratings in connection with the Merger and related transactions may impact EQM’s liquidity, access to capital and costs of doing business.

• The Merger Agreement restricts the conduct of ETRN’s and EQM’s businesses during the period between execution of the Merger Agreement and the consummation of the Merger.

• Litigation may be commenced in connection with the Merger, and that litigation may increase costs and result in a diversion of management focus.

• The payment of expenses by ETRN to EQM in connection with the termination of the Merger Agreement in certain circumstances (as described under “The Merger Agreement—Effect of Termination; Termination Fee and Expenses”) could have a negative impact on the financial condition and results of operations of ETRN.

• The resulting combined company might not achieve its projected financial results.

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The ETRN Board also considered that the Exchange Ratio is fixed and will not adjust upward or downward to compensate for changes in the price of either shares of ETRN common stock or EQM common units prior to the consummation of the Merger, and the terms of the Merger Agreement do not include termination rights triggered expressly by a decrease in value of either party as a result of a decline in the market price of that party’s common equity. The ETRN Board determined that this structure was appropriate and the risk acceptable in view of the reciprocal nature of the fixed Exchange Ratio, the ETRN Board’s focus on the relative intrinsic values and financial performance of ETRN and EQM, and the inclusion in the Merger Agreement of other structural protections such as the ETRN Board’s ability to terminate the Merger Agreement in certain circumstances and receive a termination fee or expense reimbursement.

As part of the overall mix of information it considered, the ETRN Board also considered the following factors, none of which individually was determinative of the ETRN Board’s decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger and the ETRN stock issuance, and its recommendation that the ETRN shareholders approve the ETRN stock issuance, but all of which, taken together, were viewed as generally supporting the Merger:

• ETRN’s knowledge and understanding of EQM as a result of ETRN’s ownership interest in EQM and the General Partner;

• the expected operational, earnings, cash flow and balance sheet impact of the Merger and the related transactions;

• the relative financial performance, risks and prospects of ETRN and EQM;

• the historical and then-current stock and unit price information of ETRN and EQM; and

• the interests that certain ETRN executive officers and directors may have with respect to the Merger in addition to their interests as ETRN shareholders. See “The Merger—Interests of Certain Persons in the Merger” beginning on page 88 for further information.

The ETRN Board concluded that, overall, the potential benefits of the Merger to ETRN and its shareholders outweighed the risks.

The ETRN Board realized that there can be no assurance about future results, including results considered or expected as described in the factors listed above. This explanation of the ETRN Board’s reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Recommendation of the EQM Conflicts Committee and the EQM Board and Their Reasons for the Merger

The EQM Conflicts Committee consists of two directors: Lara E. Washington and Michael A. Bryson. Each of Ms. Washington and Mr. Bryson satisfy the requirements to serve on the “Conflicts Committee” as such term is defined in the EQM Partnership Agreement. According to the EQM Partnership Agreement, the “Conflicts Committee” is a committee of the EQM Board composed of two or more directors who are not (a) officers or employees of the General Partner, (b) officers, directors or employees of any affiliate of the General Partner, other than EQM and its subsidiaries, or (c) holders of any ownership interest in the General Partner or its affiliates, other than (i) EQM common units and (ii) awards that are granted to such director in his capacity as a director under any long-term incentive plan, equity compensation plan or similar plan implemented by the General Partner or EQM. The directors serving on the EQM Conflicts Committee must also meet the independence standards for directors who serve on an audit committee of a board of directors established by the Exchange Act and the rules and regulations of the SEC promulgated thereunder and by the national securities exchange on which the EQM common units are listed or admitted to trading.

The EQM Board authorized the EQM Conflicts Committee to (i) review and evaluate any potential conflicts arising in connection with the Merger and any other arrangements or agreements related to the Merger (“related

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arrangements”), (ii) review and evaluate the terms and conditions of the Merger and any related arrangements on behalf of EQM, its subsidiaries and the EQM common unitholders (other than ETRN and its affiliates), (iii) negotiate on behalf of EQM, its subsidiaries and the EQM common unitholders (other than ETRN and its affiliates) the terms and conditions of the Merger and related arrangements, (iv) determine whether the Merger and related arrangements are in the best interests of EQM and its subsidiaries and the EQM common unitholders (other than ETRN and its affiliates), and (v) determine whether to approve, and whether to recommend that the EQM Board approve (including that the EQM Board recommend approval of the Merger by the EQM limited partners) or not approve, the Merger and related arrangements.

The EQM Conflicts Committee retained, and was advised by, Evercore as its financial advisor and RLF as its outside legal counsel. The EQM Conflicts Committee oversaw the performance of financial and legal due diligence by its advisors, conducted a review and evaluation of ETRN’s proposal, considered other alternatives to the Merger, including maintaining the status quo, and conducted, with the assistance of its advisors, negotiations with ETRN and its representatives with respect to ETRN’s proposal, the Merger Agreement and other related arrangements.

The EQM Conflicts Committee, at a telephonic meeting held on February 26, 2020, by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of EQM and its subsidiaries and the Unaffiliated Partnership Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting “Special Approval” (as defined in the EQM Partnership Agreement), (iii) recommended that the EQM Board approve the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) resolved, and recommended that the EQM Board resolve, to recommend approval of the Merger Agreement and the Merger by the EQM limited partners at a special meeting of the EQM limited partners.

The EQM Board, acting, in part, based on the receipt of the approval and recommendation of the EQM Conflicts Committee, by unanimous vote, (i) determined that the forms, terms and provisions of the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of EQM and its subsidiaries and the EQM common unitholders, (ii) authorized the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, (iii) authorized the submittal of a proposal to approve the adoption of the Merger Agreement and the Merger to a vote of the EQM limited partners at a special meeting of the EQM limited partners, and (iv) resolved to recommend approval of the adoption of the Merger Agreement and the Merger by the EQM limited partners at a special meeting of the EQM limited partners.

The EQM Conflicts Committee viewed the following factors as being generally positive or favorable in coming to their determinations and recommendation with respect to the Merger:

• The EQM Conflicts Committee’s belief that investor sentiment now favors C-corp structures over MLP structures and, as a result, the EQM Conflicts Committee expects that ETRN’s shares after the Merger should trade better on a number of metrics relative to how EQM common units have traded on a historical basis.

• ETRN following the Merger will have a larger float relative to the float of EQM common units (other than those held by ETRN and its subsidiaries), which should increase the ability to raise capital in the public equity markets and provide greater trading liquidity relative to the ability of EQM to raise capital in the public equity markets and trading liquidity of EQM common units.

• The EQM Conflicts Committee’s expectation that ETRN’s enhanced access to public equity capital markets following the Merger will result in a lower cost of capital relative to EQM’s current cost of capital.

• The Merger is expected, based on management’s financial projections, to be immediately accretive to the Unaffiliated Partnership Unitholders with regard to cash available for distribution.

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• Following the Merger, ETRN will have increased dividend coverage and free cash flow relative to EQM’s current distribution coverage and free cash flow, which will provide the combined company with the ability to de-lever following the Merger and execute on its growth plans.

• The Exchange Ratio of 2.44 shares of ETRN common stock for each outstanding EQM common unit (other than those held by ETRN and its subsidiaries) represents an implied value of $21.18 per EQM common unit based upon the closing price of EQM common units on February 26, 2020, and represents a 5.24% improvement over ETRN’s initial proposal of 2.3185 shares of ETRN common stock for each EQM common unit (other than those held by ETRN and its subsidiaries). In addition, the Exchange Ratio of 2.44 shares of ETRN common stock for each outstanding EQM common unit (other than those held by ETRN and its subsidiaries) represents an implied value of $23.15 based on the 20-day VWAP of shares of ETRN common stock as of February 26, 2020, and such implied value represents a 2.9% premium to the corresponding 20-day VWAP of EQM common units of $22.51.

• The financial presentation and opinion of Evercore, dated February 26, 2020, to the EQM Conflicts Committee that, as of that date, and based upon and subject to the assumptions, qualifications, limitations and other matters stated therein, the Exchange Ratio of 2.44 shares of ETRN common stock for each outstanding EQM common unit (other than those held by ETRN and its subsidiaries) is fair, from a financial point of view, to EQM and the EQM Public Common Unitholders.

• The Exchange Ratio is fixed and therefore the value of the consideration payable to the Unaffiliated Partnership Unitholders will increase in the event that the market price of shares of ETRN common stock increases prior to the closing of the Merger.

• ETRN is governed with a traditional C-corp structure that will provide valuable governance protections and shareholder rights for the EQM common unitholders, which they do not have today.

• The Merger will simplify the corporate structure of ETRN, EQM and their subsidiaries, thereby streamlining corporate governance matters and eliminating potential conflicts of interests between ETRN and EQM.

• Provisions of the Merger Agreement permitting the EQM Conflicts Committee to change or withdraw its recommendation to the EQM limited partners in favor of the Merger and to terminate the Merger Agreement in certain situations in connection with a superior proposal or an EQM changed circumstance.

• The terms and conditions of the Merger were determined through arm’s-length negotiations between ETRN and the EQM Conflicts Committee and their respective representatives and advisors.

• The EQM Conflicts Committee’s retention of financial and legal advisors with knowledge and experience with respect to public merger and acquisition transactions, MLPs, ETRN’s and EQM’s industry generally, and ETRN and EQM particularly, as well as substantial experience advising MLPs and other companies with respect to transactions similar to the Merger.

The EQM Conflicts Committee viewed the following factors as being generally negative or unfavorable in arriving at its determinations and recommendation with respect to the Merger:

• The Unaffiliated Partnership Unitholders will receive shares of ETRN common stock that are expected, throughout management’s forecast period, to pay a lower dividend as compared to the distribution on EQM common units prior to announcement of the Merger and concurrent announcement of a new dividend and capital allocation policy at ETRN, reflecting reductions in dividends at ETRN.

• Following the Merger, ETRN and its subsidiaries, on a consolidated basis, will have an increase in leverage relative to the status quo operations of EQM and its subsidiaries.

• In connection with the Merger, $600 million in value of the outstanding Series A Preferred Units of EQM will be redeemed for approximately $606 million in cash and the remaining $600 million of the outstanding Series A Preferred Units will be exchanged for ETRN Preferred Shares with an increase in the annual distribution rate relating to such preferred securities from 8.5% to 9.75%.

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• The Merger is expected to be a taxable transaction to the EQM common unitholders; however, EQM common unitholders, on the whole, are not expected to be materially impacted by the taxable nature of the Merger.

• The Merger Agreement does not include a “majority of the minority” approval condition, and therefore approval of the EQM merger proposal only requires the affirmative vote of the holders of a majority of the outstanding EQM limited partner interests.

• The ETRN stock issuance is subject to approval by a majority of the of the total votes cast on such proposal at a meeting of ETRN shareholders.

• The Exchange Ratio is fixed and therefore the implied value of the consideration payable to the Unaffiliated Partnership Unitholders will decrease in the event that the market price of shares of ETRN common stock decreases prior to the closing of the Merger.

• The EQM Conflicts Committee was not authorized to and did not conduct an auction process or other solicitation of interest from third parties for the acquisition of EQM common units (other than those held by ETRN and its subsidiaries). Since ETRN indirectly controls EQM, it was unrealistic to expect an unsolicited third-party acquisition proposal to acquire assets or control of EQM, and it was unlikely that the EQM Conflicts Committee could conduct a meaningful process to solicit interest in the acquisition of assets or control of EQM.

• The Unaffiliated Partnership Unitholders will be foregoing the potential benefits, if any, that would be realized by remaining unitholders of EQM on a standalone basis.

• The Merger may not be completed in a timely manner, or at all, which could result in significant costs and disruption to EQM’s normal business and a decline in the trading price of EQM common units.

• EQM common unitholders are not entitled to dissenters’ or appraisal rights under the Merger Agreement, the EQM Partnership Agreement or Delaware law.

• Litigation may occur in connection with the Merger and such litigation may increase costs and result in a diversion of management focus.

• Some of the executive officers and directors of ETRN and EQM have interests in the Merger that are different from, or in addition to, the interests of the Unaffiliated Partnership Unitholders generally.

The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the EQM Conflicts Committee and the EQM Board in considering the Merger. In view of the number and variety of factors and the amount of information considered, the EQM Conflicts Committee and the EQM Board did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching their determinations. The EQM Conflicts Committee and the EQM Board made their recommendations based on the totality of information presented to them, including the investigation conducted by the EQM Conflicts Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Unaudited Projected Financial Information

ETRN and EQM do not as a matter of course make public projections as part of their standard forecasting process relating to earnings or other results. However, management of ETRN and EQM routinely prepare prospective financial information. In connection with the Merger, ETRN management and EQM management prepared and provided to the ETRN Board and the EQM Conflicts Committee certain internal projections (the “Projections”) regarding the future financial performance of ETRN, EQM and pro forma ETRN with respect to 2020 through 2023. The Projections were used by the ETRN Board and the EQM Conflicts Committee for the purpose of evaluating the Merger. ETRN management also provided the Projections to Guggenheim Securities

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and Evercore for their use and reliance in connection with their respective financial analyses and opinions described in the sections entitled “—Opinion of the Financial Advisor to ETRN” and “—Opinion of the Financial Advisor to EQM Conflicts Committee.”

A summary of the Projections is included below to give ETRN shareholders and EQM limited partners access to certain unaudited projections that were made available to the ETRN Board, the EQM Conflicts Committee and ETRN’s and the EQM Conflicts Committee’s respective advisors in connection with the Merger.

ETRN and EQM each caution you that uncertainties are inherent in projections of any kind. None of ETRN, EQM or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation or can give any assurance to any ETRN shareholder or EQM limited partner regarding the ultimate performance of ETRN, EQM or pro forma ETRN compared to the summarized information set forth below or that any projected results will be achieved.

The inclusion of the following Projections in this joint proxy statement/prospectus should not be regarded as an indication that ETRN, EQM or their respective advisors or other representatives considered or consider the Projections to be necessarily indicative of actual future performance or events, and the Projections set forth below should not be relied upon as such. Accordingly, ETRN shareholders and EQM limited partners are cautioned not to place undue reliance on the Projections. See “Risk Factors—Financial projections relating to the combined company after the Merger may not be achieved.”

The accompanying prospective financial information was not prepared with a view toward public disclosure or toward compliance with the published guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. In the view of ETRN management and EQM management, the Projections were prepared on a reasonable basis, reflected the best available estimates and judgments based on the facts and circumstances existing at the time such projections were prepared, and presented, to the best of ETRN management’s and EQM management’s knowledge and belief, the expected course of action and the expected future financial performance of ETRN and EQM, as applicable.

The Projections included in this joint proxy statement/prospectus have been prepared by, and are the responsibility of, ETRN management and EQM management. Neither Ernst & Young, LLP (“EY”), nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the prospective financial information. The EY reports incorporated by reference into this joint proxy statement/prospectus relate to historical financial information of ETRN and EQM, respectively.

While presented with numerical specificity, the Projections described below reflect numerous estimates and assumptions made by ETRN management and EQM management with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to each of ETRN’s and EQM’s businesses, all of which are difficult to predict and many of which are beyond ETRN’s and EQM’s control. In developing the Projections, ETRN management and EQM management made numerous material assumptions, with respect to ETRN, EQM and the combined company for the periods covered by such Projections, including:

• global demand and prices for natural gas;

• the production of natural gas in the United States;

• producer volumes, credit risk, contractual fees, and rates on EQM’s assets;

• required operating expenses;

• organic growth opportunities and projected volume growth and the amounts and timing of related costs and potential economic returns;

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• the amount of maintenance, growth, and other capital expenditures, including negotiated capital expenditure protections;

• the level of dividends paid by ETRN;

• the level of distributions paid by EQM;

• the in-service date for, and distributions in respect of, the MVP project and the in-service dates for other growth projects;

• outstanding debt, including financing in respect of the MVP joint venture, during applicable periods;

• the availability and cost of funding;

• corporate income tax position and any potential impacts of the transaction on future tax liabilities; and

• other general business, market and financial assumptions.

The pro forma projections are based on ETRN’s and EQM’s standalone projections and also reflect such estimates and assumptions.

The summaries of the Projections provided to the ETRN Board and the EQM Conflicts Committee are not included in this joint proxy statement/prospectus in order to induce any ETRN shareholder or EQM limited partner to vote in favor of the ETRN stock issuance proposal or the EQM merger proposal, as applicable. The Projections cover multiple years and such information by its nature becomes less predictive with each succeeding year.

The following table sets forth a summary of the Projections with respect to ETRN, EQM and the combined company for 2020 through 2023. Unless otherwise noted, the Projections are presented on an 8/8ths basis.

(values in table and footnotes in millions, expect per share amounts)(1)	2020E		2021E		2022E		2023E
ETRN (Proportional, other than Dividend per Share)
Adjusted EBITDA(2)(11)	$	551	$	837	$	874	$	971
Distributable Cash Flow(3)	$	523	$	550	$	609	$	760
Distributable Cash Flow Per Share(3)(4)	$	2.28	$	2.39	$	2.65	$	3.31
Dividend Per Share	$	0.60	$	0.60	$	0.60	$	0.60
EQM
Adjusted EBITDA(5)(10)	$	930	$	1,407	$	1,470	$	1,631
Distributable Cash Flow(6)	$	983	$	1,026	$	1,125	$	1,396
Distributable Cash Flow Per Unit(6)	$	4.74	$	4.95	$	5.42	$	6.73
Distribution Per Common Unit	$	1.15	$	1.15	$	1.15	$	1.15
Pro Forma Combined Company(7)
Adjusted EBITDA(8)(10)	$	924	$	1,401	$	1,464	$	1,626
Distributable Cash Flow(9)	$	902	$	938	$	1,036	$	1,297
Distributable Cash Flow Per Share(9)	$	2.13	$	2.17	$	2.40	$	3.00
Dividend Per Share	$	0.60	$	0.60	$	0.60	$	0.60

(1) Given the forward-looking nature of these non-GAAP projections, ETRN and EQM are unable, without unreasonable efforts, to provide a quantitative reconciliation of Adjusted EBITDA, Distributable Cash Flow and Distributable Cash Flow per Share or unit to their most directly comparable GAAP financial measure because ETRN and EQM are unable to project certain reconciling items.

(2) Adjusted EBITDA, a non-GAAP measure, is defined as ETRN’s proportional share of EQM’s net income plus net interest expense, depreciation, amortization of intangible assets, payments on the preferred interest in EQT Energy Supply, LLC (“Preferred Interest”), and transaction costs, proportional ownership share of MVP joint venture EBITDA, less equity income, allowance for funds used during construction (“AFUDC”)—equity, and adjusted EBITDA attributable to non-controlling interest, less incremental general and administrative expenses at ETRN.

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(3) Distributable Cash Flow, a non-GAAP measure, is defined as ETRN’s proportional share of EQM’s Adjusted EBITDA plus deferred revenue and proportional ownership share of distributions from the MVP joint venture, less net interest expense excluding interest income on the Preferred Interest, capitalized interest and AFUDC—debt, ongoing maintenance capital expenditures net of expected reimbursements, cash distributions earned by the holders of the Series A Preferred Units, proportional ownership share of the MVP joint venture’s EBITDA, less incremental interest expense, general and administrative expense and any cash taxes at ETRN.

(4) Distributable Cash Flow per Share, a non-GAAP measure, means Distributable Cash Flow as defined in footnote 3 above shown on a proportional basis divided by the number of shares of ETRN common stock outstanding without giving effect to the Merger.

(5) Adjusted EBITDA, a non-GAAP measure, is defined as EQM’s net income plus net interest expense, depreciation, amortization of intangible assets, payments on the Preferred Interest, and transaction costs, proportional ownership share of the MVP joint venture’s EBITDA less equity income, AFUDC—equity, and adjusted EBITDA attributable to non-controlling interest.

(6) Distributable Cash Flow, a non-GAAP measure, is defined as EQM’s Adjusted EBITDA plus deferred revenue and proportional ownership share of distributions from the MVP joint venture, less net interest expense excluding interest income on the Preferred Interest, capitalized interest and AFUDC—debt, ongoing maintenance capital expenditures net of expected reimbursements, cash distributions earned by the holders of the Series A Preferred Units, and proportional ownership share of the MVP joint venture’s EBITDA. Distributable Cash Flow Per Unit, a non-GAAP measure, means Distributable Cash Flow as defined in this footnote 6 on a proportional basis divided by the number of EQM common units outstanding (including the EQM Class B units on an as-converted basis) without giving effect to the Merger.

(7) Pro forma calculations assumed a hypothetical closing of the Merger on May 31, 2020.

(8) Adjusted EBITDA, a non-GAAP measure, is defined as EQM’s net income plus net interest expense, depreciation, amortization of intangible assets, payments on the Preferred Interest, and transaction costs, proportional ownership share of MVP joint venture EBITDA less equity income, AFUDC—equity, and adjusted EBITDA attributable to non-controlling interest, less incremental general and administrative expenses at the ETRN level.

(9) Distributable Cash Flow, a non-GAAP measure, is defined as, EQM adjusted EBITDA plus deferred revenue and proportional ownership share of distributions from the MVP joint venture, less net interest expense excluding interest income on the Preferred Interest, capitalized interest and AFUDC—debt, ongoing maintenance capital expenditures net of expected reimbursements, cash distributions earned by the holders of the ETRN Preferred Shares, proportional ownership share of the MVP joint venture’s EBITDA, less incremental interest expense, general and administrative expense and any cash taxes at ETRN. Pro Forma Distributable Cash Flow Per Share, a non-GAAP measure, means Distributable Cash Flow as defined in this footnote 9 on a proportional basis divided by the number of shares of ETRN common stock outstanding after giving effect to the Merger.

(10) Does not reflect deferred revenue, as estimated by ETRN management at the time the Projections were finalized, of $449, $114, $123 and $277 in years 2020, 2021, 2022 and 2023, respectively.

(11) Does not reflect ETRN’s proportional share of the deferred revenue amounts specified in footnote 10.

NONE OF ETRN OR EQM (OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS OR MANAGERS) INTENDS TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS ARE NO LONGER APPROPRIATE.

Opinion of the Financial Advisor to ETRN

Overview

ETRN retained Guggenheim Securities as its financial advisor in connection with the Merger. In selecting Guggenheim Securities as its financial advisor, ETRN considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the midstream energy sector. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the February 26, 2020 meeting of the ETRN Board, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, to the ETRN Board to the effect that, as of February 26,

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2020 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio was fair, from a financial point of view, to ETRN.

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex C to this joint proxy statement/prospectus and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets, commodities markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. As ETRN was aware, global economic conditions, the global capital markets and the global commodities markets had been experiencing and remain subject to significant volatility, and Guggenheim Securities expressed no view or opinion as to any potential effects of such volatility on ETRN, EQM, the combined company (i.e., ETRN pro forma for the Merger and the Related Transactions), the Merger or the Related Transactions. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith or the summary of Guggenheim Securities’ underlying financial analyses elsewhere in this joint proxy statement/prospectus):

• was provided to the ETRN Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Exchange Ratio;

• did not constitute a recommendation to the ETRN Board with respect to the Merger or the Related Transactions;

• does not constitute advice or a recommendation to any holder of ETRN common stock or EQM common units, Series A Preferred Units or EQM Class B units as to how to vote or act in connection with the Merger, the Related Transactions or otherwise;

• did not address (i) ETRN’s underlying business or financial decision to pursue or effect the Merger, (ii) the relative merits of the Merger as compared to any alternative business or financial strategies that might exist for ETRN, (iii) the Related Transactions or (iv) the effects of any other transaction in which ETRN might engage;

• addressed only the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to ETRN;

• expressed no view or opinion as to (i) any other term, aspect or implication of (a) the Merger (including, without limitation, the form or structure of the Merger) or the Merger Agreement or (b) any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or the Related Transactions or (ii) the fairness, financial or otherwise, of the Merger to, or of any consideration to be paid to or received by, the holders of any class of securities, creditors or other constituencies of ETRN or EQM; and

• expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of ETRN’s or EQM’s directors, officers or employees, or any class of such persons, in connection with the Merger relative to the Exchange Ratio or otherwise.

In connection with rendering its opinion, Guggenheim Securities:

• reviewed an execution version of the Merger Agreement, dated as of February 26, 2020;

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• reviewed certain publicly available business and financial information regarding each of ETRN and EQM;

• reviewed certain non-public business and financial information regarding ETRN’s and EQM’s respective businesses and future prospects (including certain financial projections for each of ETRN, EQM and the combined company for the years ending December 31, 2020 through December 31, 2023), all as prepared and approved for Guggenheim Securities’ use by ETRN management;

• discussed with ETRN management their strategic and financial rationale for the Merger as well as their views of ETRN’s, EQM’s and the combined company’s business, operations, historical and projected financial results and future prospects and the commercial, competitive regulatory and capital markets dynamics in the midstream energy sector;

• reviewed the historical prices and trading activity of ETRN common stock and EQM common units;

• compared the financial performance of ETRN and EQM and the trading multiples and trading activity of ETRN common stock and EQM common units with corresponding data for certain other publicly traded companies that Guggenheim Securities deemed relevant in evaluating ETRN, EQM and the combined company;

• reviewed the financial metrics of certain simplification/roll-up transactions that Guggenheim Securities deemed relevant in evaluating the Merger;

• performed discounted adjusted distributable cash flow analyses for ETRN and the combined company based on the financial projections, all as prepared and approved for Guggenheim Securities’ use by ETRN management;

• reviewed the combined company’s pro forma financial results, financial condition and capitalization, all as prepared and approved for Guggenheim Securities’ use by ETRN management; and

• conducted such other studies, analyses, inquiries and investigations as Guggenheim Securities deemed appropriate.

With respect to the information used in arriving at its opinion, Guggenheim Securities noted that:

• Guggenheim Securities relied upon and assumed the accuracy, completeness and reasonableness of all industry, business, financial, legal, regulatory, tax, accounting, actuarial and other information (including, without limitation, any financial projections, any other estimates and any other forward-looking information) provided by or discussed with ETRN or obtained from public sources, data suppliers and other third parties.

• Guggenheim Securities (i) did not assume any responsibility, obligation or liability for the accuracy, completeness, reasonableness, achievability or independent verification of, and Guggenheim Securities did not independently verify, any such information (including, without limitation, any financial projections, any other estimates and any other forward-looking information), (ii) expressed no view or opinion regarding the reasonableness or achievability of any financial projections, any other estimates and any other forward-looking information or the assumptions upon which they are based and (iii) relied upon the assurances of ETRN management that they were unaware of any facts or circumstances that would make such information (including, without limitation, any financial projections, any other estimates and any other forward-looking information) incomplete, inaccurate or misleading.

• Specifically, with respect to (i) any financial projections, any other estimates and any other forward-looking information provided by or discussed with ETRN, (a) Guggenheim Securities was advised by ETRN management, and Guggenheim Securities assumed, that such financial projections, such other estimates and such other forward-looking information utilized in its analyses had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of ETRN

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management as to the expected future performance of ETRN, EQM and the combined company and (b) Guggenheim Securities assumed that such financial projections, such other estimates and such other forward-looking information had been reviewed by the ETRN Board with the understanding that such information would be used and relied upon by Guggenheim Securities in connection with rendering its opinion and (ii) any financial projections, other estimates and/or other forward-looking information obtained by Guggenheim Securities from public sources, data suppliers and other third parties, Guggenheim Securities assumed that such information was reasonable and reliable.

Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

• Guggenheim Securities did not perform or obtain any independent appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of ETRN, EQM, the combined company or any other entity or the solvency or fair value of ETRN, EQM, the combined company or any other entity, nor was Guggenheim Securities furnished with any such appraisals.

• Guggenheim Securities’ professionals are not legal, regulatory, tax, consulting, oil and gas engineering, accounting, appraisal or actuarial experts and nothing in Guggenheim Securities’ opinion should be construed as constituting advice with respect to such matters; accordingly, Guggenheim Securities relied on the assessments of ETRN management and ETRN’s other professional advisors with respect to such matters. Guggenheim Securities did not express any view or render any opinion regarding the tax consequences of the Merger to ETRN, EQM, the combined company or their respective securityholders.

• Guggenheim Securities further assumed that:

• In all respects meaningful to its analyses, (i) the final executed form of the Merger Agreement would not differ from the execution version that Guggenheim Securities reviewed, (ii) ETRN, EQM, EQM LP, Merger Sub and the General Partner will comply with all terms and provisions of the Merger Agreement and (iii) the representations and warranties of ETRN, EQM, EQM LP, Merger Sub and the General Partner contained in the Merger Agreement were true and correct and all conditions to the obligations of each party to the Merger Agreement to consummate the Merger would be satisfied without any waiver, amendment or modification thereof; and

• The Merger will be consummated in a timely manner in accordance with the terms of the Merger Agreement and in compliance with all applicable legal and other requirements, without any delays, limitations, restrictions, conditions, waivers, amendments or modifications (regulatory, tax-related or otherwise) that would have an effect on the Merger (including its contemplated benefits) in any way meaningful to Guggenheim Securities’ analyses or opinion.

• Given that shares of ETRN common stock and EQM common units reflect a financial interest in the same underlying businesses and assets, Guggenheim Securities’ opinion was largely based on the relative values of shares of ETRN common stock and EQM common units. In rendering its opinion, Guggenheim Securities did not (i) express any view or opinion as to the price or range of prices at which shares of ETRN common stock, EQM common units, Series A Preferred Units or EQM Class B units or the other securities or financial instruments of or relating to ETRN, EQM or the combined company may trade or otherwise be transferable at any time, including subsequent to the announcement or consummation of the Merger or (ii) address, take into consideration or give effect to any rights, preferences, restrictions or limitations or other attributes of any such securities.

Summary of Financial Analyses

Overview of Financial Analyses

This “Summary of Financial Analyses” presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to the ETRN Board in connection with Guggenheim Securities’ rendering

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of its opinion. Such presentation to the ETRN Board was supplemented by Guggenheim Securities’ oral discussion, the nature and substance of which may not be fully described herein.

Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities’ financial analyses.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities’ view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities’ opinion.

In arriving at its opinion, Guggenheim Securities:

• based its financial analyses on various assumptions, including assumptions concerning general economic, business, capital markets and commodity markets conditions and industry-specific and company-specific factors, all of which are beyond the control of ETRN, EQM, the combined company and Guggenheim Securities;

• did not form a view or opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support its opinion;

• considered the results of all of its financial analyses and did not attribute any particular weight to any one analysis or factor; and

• ultimately arrived at its opinion based on the results of all of its financial analyses assessed as a whole and believes that the totality of the factors considered and the various financial analyses performed by Guggenheim Securities in connection with its opinion operated collectively to support its determination as to the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to ETRN.

With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

• Such financial analyses, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses.

• None of the selected precedent simplification/roll-up transactions used in the precedent simplification/roll-up transactions analysis described below is identical or directly comparable to the Merger, and none of the selected publicly traded companies that informed the illustrative/hypothetical shareholder value proposition analysis (market-based approach) described below is identical or directly comparable to ETRN, EQM or the combined company. However, such transactions and companies were selected by Guggenheim Securities, among other reasons, because they involved acquiror/target companies or represented publicly traded companies which may be considered broadly similar, for purposes of Guggenheim Securities’ financial analyses, to ETRN, EQM and the combined company based on Guggenheim Securities’ familiarity with the midstream energy sector in the United States.

• In any event, the precedent simplification/roll-up transactions analysis and the illustrative/ hypothetical shareholder value proposition analyses are not mathematical. Rather, such analyses involve complex considerations and judgments concerning the differences in business, operating, financial and capital markets-related characteristics and other factors regarding the selected precedent simplification/roll-up transactions to which the Merger was compared and the selected publicly traded companies that informed the illustrative/hypothetical shareholder value proposition analysis (market-based approach).

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• Such financial analyses do not purport to be appraisals or to reflect the prices at which any securities may trade at the present time or at any time in the future.

Certain Definitions

Throughout this “Summary of Financial Analyses,” the following defined terms are used in connection with Guggenheim Securities’ various financial analyses:

• “Adjusted Distributable Cash Flow” or “ADCF” represents the relevant company’s distributable cash flow (as defined below) less growth capital expenditures and less changes in debt balances.

• “C-corp” means a company legally structured as a C corporation that is taxable for U.S. Federal income tax purposes.

• “Combined Company” means the combined company on a pro forma basis after giving effect to the Merger and the Related Transactions.

• “DCF” means discounted cash flow.

• “Distributable Cash Flow” represents a metric commonly used in the midstream energy sector in the United States and generally means EBITDA (as defined below), less interest expense, less maintenance capital expenditures and less any cash taxes; in the case of ETRN status quo (as defined below), it has been calculated based on ETRN’s proportional share of EQM’s distributable cash flow less incremental interest expense, general and administrative expense and any cash taxes at the ETRN level.

• “EBITDA” means the relevant company’s operating earnings (after deduction of stock-based compensation) before interest, taxes, depreciation and amortization. In the case of EQM status quo (as defined below) and the Combined Company, it means Adjusted EBITDA (as defined by ETRN management) and includes deferred revenue. In the case of ETRN status quo, it has been calculated based on ETRN’s proportional share of EQM status quo EBITDA less incremental general and administrative expenses at the ETRN level.

• “Enterprise Value” represents the relevant company’s equity market capitalization plus (i) the amount of total debt and preferred stock and (ii) the book value of any non-controlling/minority interests less (iii) cash, cash equivalents, and short- and long-term marketable investments; in the case of ETRN status quo, it is based on ETRN’s proportional share of EQM’s total debt, preferred stock and cash, cash equivalents, and short- and long-term marketable investments adjusted for incremental amounts of such items at the ETRN level and without giving effect to adjustments for the book value of any non-controlling/minority interests.

• “EQM status quo” means EQM after giving effect to the EQT transaction and the dividend/distribution reduction (but not the Merger or the Preferred Restructuring).

• “ETRN status quo” means ETRN after giving effect to the EQT transaction and the dividend/distribution reduction (but not the Merger or the Preferred Restructuring).

• “MLP” means master limited partnership.

• “VWAP” means volume-weighted average share or unit price over the indicated period of time.

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ETRN and EQM Pre-Transaction Public Market Trading Snapshot

Guggenheim Securities reviewed certain then-prevailing pre-transaction public market trading metrics for each ETRN and EQM as of February 25, 2020 (the last trading day prior to the execution of the Merger Agreement) as indicated in the table below:

ETRN and EQM Pre-Transaction Public Market Trading Snapshot
	ETRN(1)			EQM
Share/Unit Price as of February 25, 2020		$9.00			$21.93
Premium/(Discount) to Market Price as of February 25, 2020 to:
Premium/(Discount) to 52-Week High Price		(59.2%	)		(53.6%	)
Premium/(Discount) to 52-Week Low Price		3.4			2.8
Premium/(Discount) to 20-Day VWAP		(5.9)			(3.2)
Equity Value ($ millions)(2)		$2,068			$4,550
Enterprise Value ($ millions)		$6,530			$11,083
Enterprise Value / EBITDA:
2020E		8.1x			8.0x
2021E		7.3			7.3
Price / Distributable Cash Flow:
2020E		4.1x			4.5x
2021E		3.8			4.3
Distribution / Dividend Yield:
Then-Current as of February 25, 2020		6.7%			7.1%
2020E		6.7			7.1

⁽¹⁾  ETRN status quo, in the case of Enterprise Value, Enterprise Value / EBITDA and Price / Distributable Cash Flow calculated based on ETRN’s proportional share of EQM’s applicable metric (as set forth in the definitions of “Enterprise Value,” “EBITDA” and “Distributable Cash Flow” above).

⁽²⁾  Reflects ETRN’s share count pro forma for the share repurchase from EQT contemplated by the Related Transactions.

Given that shares of ETRN common stock and EQM common units reflect a financial interest in the same underlying businesses and assets, Guggenheim Securities observed that, as expected, shares of ETRN common stock and EQM common units were trading relatively in tandem on a pre-transaction basis and generally had done so historically as well.

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Historical Pre-Transaction Trading Market Exchange Ratio Analysis

Guggenheim Securities compared the Exchange Ratio of 2.440 and the historical pre-transaction trading market exchange ratios during various timeframes to the then-prevailing pre-transaction spot trading market exchange ratio of 2.437 as of February 25, 2020 (the last trading day prior to the execution of the Merger Agreement) as indicated in the table below:

Exchange Ratio and Historical Pre-Transaction Trading Market Exchange Ratio vs

Then-Prevailing Pre-Transaction Spot Trading Market Exchange Ratio as of February 25, 2020

Exchange Ratio	2.440
Then-Prevailing Pre-Transaction Spot Trading Market Exchange Ratio as of February 25, 2020	2.437

	Exchange Ratio (EQM Common Units/ ETRN Common Stock)		Premium/ (Discount) to Then-Prevailing Pre-Transaction Spot Trading Market Exchange Ratio as of February 25, 2020
Exchange Ratio		2.440		0.1	%
Then-Prevailing Pre-Transaction Spot Trading Market Exchange Ratio as of February 25, 2020		2.437		0.0
Historical Pre-Transaction Trading Market Exchange Ratios:
Past 20-Day VWAP		2.370		(2.7	)
Average During or Since:
Past 5 Trading Days		2.379		(2.4	)
Past 10 Trading Days		2.409		(1.1	)
Past 20 Trading Days		2.380		(2.3	)
Past 60 Trading Days		2.307		(5.3	)
Past 120 Trading Days		2.281		(6.4	)
Past Year		2.242		(8.0	)
Since IDR Simplification as of February 14, 2019		2.241		(8.0	)
Since ETRN Spin-Off as of November 13, 2018		2.231		(8.5	)

Given that shares of ETRN common stock and EQM common units reflect a financial interest in the same underlying businesses and assets, Guggenheim Securities observed that, as expected, shares of ETRN common stock and EQM common units were trading relatively in tandem as of February 25, 2020 on a pre-transaction basis and generally had done so historically as well and, accordingly, the historical pre-transaction trading market exchange ratio had remained within ± 4% of the mean in 74% of the observations.

Importantly in light of the foregoing, Guggenheim Securities noted that the Exchange Ratio of 2.440 essentially reflected an “at market” exchange ratio based on the then-prevailing pre-transaction spot trading market exchange ratio of 2.437 as of February 25, 2020.

Precedent Simplification/Roll-Up Transaction Analysis

Using publicly available information, Guggenheim Securities reviewed and analyzed selected precedent simplification/roll-up transactions since January 1, 2015 involving North American publicly traded MLPs in the midstream energy sector. Guggenheim Securities categorized such simplification/roll-up transactions into five

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tiers based on their comparability to the Merger, taking into account (i) certain business characteristics associated with the parent company (i.e., pure-play versus diversified) and the U.S. Federal tax structure of the parent company (i.e., C-corp versus MLP), (ii) the transaction consideration mix (i.e., all equity, equity and cash, or all cash), (iii) the transaction-related tax structure (i.e., target MLP unitholder-level taxable versus non-taxable transaction) and (iv) the availability (or lack thereof) to the parent company of a corporate-level tax basis step-up in the publicly traded affiliated MLP’s underlying assets as a result of the transaction:

• Tier 1 | Pure-Play C-corp/MLP All-Equity Simplification/Roll-Up Transactions — Combination between a pure-play C-corp parent company (or any entity that has elected to be taxed as a C-corp) and its publicly traded affiliated MLP in an all-equity transaction (generally structured as a target MLP unitholder-level taxable transaction with a corporate-level tax basis step-up to the parent company). Guggenheim Securities considered these Tier 1 precedent simplification/roll-up transactions to be most comparable to the Merger.

• Tier 2 | Pure-Play MLP/MLP All-Equity Simplification/Roll-Up Transactions — Combination between a pure-play MLP parent company and its publicly traded affiliated MLP combined in an all-units transaction (generally structured as a target MLP unitholder-level non-taxable transaction with no corporate-level tax basis step-up to the parent company).

• Tier 3 | Other All-Equity Simplification/Roll-Up Transactions — Other all-equity simplification/roll-up transactions wherein the parent company was diversified and had significant additional businesses and assets in addition to the interest in its affiliated publicly traded MLP (with all such transactions happening to be target MLP unitholder-level taxable transactions with a corporate-level tax basis step-up to the parent company).

• Tier 4 | Mixed-Consideration (i.e., Equity and Cash) Simplification/Roll-Up Transactions.

• Tier 5 | All-Cash Simplification/Roll-Up Transactions.

More specifically, Guggenheim Securities reviewed and analyzed the following 27 precedent simplification/roll-up transactions in the North American midstream energy sector:

Entire Universe of Selected Precedent Simplification/Roll-Up

Transactions Reviewed and Analyzed by Guggenheim Securities

Date   Announced	Parent Company	Affiliated MLP
Tier 1
10/22/18	Enlink Midstream, LLC	Enlink Midstream Partners, LP
5/17/18	The Williams Cos., Inc.	Williams Partners L.P.
3/27/18	Tallgrass Energy GP, LP	Tallgrass Energy Partners, LP
2/1/17	ONEOK, Inc.	ONEOK Partners LP
11/3/15	Targa Resources Corp.	Targa Resources Partners LP
Tier 2
11/8/18	Western Gas Equity Partners, LP	Western Gas Partners, LP
8/1/18	Energy Transfer Equity, L.P.	Energy Transfer Partners, L.P.
2/8/18	NuStar Energy L.P.	NuStar GP Holdings, LLC
5/6/15	Crestwood Equity Partners LP	Crestwood Midstream Partners LP
Tier 3
9/19/18	Dominion Energy, Inc.	Dominion Energy Midstream Partners, LP
5/17/18	Enbridge Inc.	Spectra Energy Partners, LP
5/17/18	Enbridge Inc.	Enbridge Energy Partners, L.P.
1/2/18	Archrock, Inc.	Archrock Partners, L.P.
5/31/16	SemGroup Corporation	Rose Rock Midstream, L.P.

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Date   Announced	Parent Company	Affiliated MLP
Tier 4
4/2/19	UGI Corporation	AmeriGas Partners L.P.
10/9/18	Antero Midstream GP LP	Antero Midstream Partners LP
Tier 5
8/27/19	Blackstone Infrastructure Partners	Tallgrass Energy, LP
11/30/18	ETRN	EQGP Holdings, LP
10/18/18	Valero Energy Corporation	Valero Energy Partners LP
9/28/18	ArcLight Energy Partners Fund V, L.P.	American Midstream Partners, LP
7/10/18	ArcLight Energy Partners Fund, VI, L.P.	TransMontaigne Partners L.P.
8/29/17	Zenith Energy U.S., L.P.	Arc Logistics Partners LP
5/18/17	Energy Transfer Partners, L.P.	PennTex Midstream Partners, LP
4/4/17	World Point Terminals, Inc.	World Point Terminals, LP
3/2/17	VTTI B.V.	VTTI Energy Partners LP
1/27/17	Enbridge Inc.	Midcoast Energy Partners, L.P.
9/26/16	TransCanada Corporation	Columbia Pipeline Partners LP

In light of the all-equity nature of the Merger, Guggenheim Securities focused its review and analysis on 14 precedent simplification/roll-up transactions in the North American midstream energy sector that involved all-equity consideration (i.e., Tier 1 (five transactions), Tier 2 (four transactions) and Tier 3 (five transactions)). More specifically, Guggenheim Securities reviewed and analyzed certain key transaction-related financial metrics associated with the foregoing precedent simplification/roll-up transactions (including those summarized in the table below) and compared such financial metrics to those associated with the Merger:

Tier 1, Tier 2 and Tier 3 Precedent All-Equity Simplification/Roll-Up Transactions — Key Transaction-Related Financial Metrics
	Transaction-Implied Exchange Ratio Premium/(Discount) vs Unaffected Trading Market Exchange Ratio
	Spot Trading Market Exchange Ratio				Average Trading Market Exchange Ratio
	1 Day Prior	20 Days Prior			5-Day			20-Day
Tier 1
High	25.8%		31.3%			23.6%		25.6%
75th Percentile	22.1		24.7			19.3		22.2
Median	6.4		12.5			7.3		7.0
Mean	10.5		14.5			9.2		10.9
25th Percentile	0.9		5.3			0.1		1.6
Low	0.6		3.2			(0.9	)	0.7
Tier 2
High	17.2%		18.2%			15.1%		13.8%
75th Percentile	15.7		16.5			14.2		13.7
Median	9.4		8.9			10.9		10.5
Mean	9.4		8.4			10.0		9.9
25th Percentile	3.2		(0.1	)		5.0		5.6
Low	1.7		(2.2	)		3.2		4.9

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Tier 1, Tier 2 and Tier 3 Precedent All-Equity Simplification/Roll-Up Transactions — Key Transaction-Related Financial Metrics
	Transaction-Implied Exchange Ratio Premium/(Discount) vs Unaffected Trading Market Exchange Ratio
	Spot Trading Market Exchange Ratio		Average Trading Market Exchange Ratio
	1 Day Prior	20 Days Prior	5-Day	20-Day
Tier 3
High	23.4%	42.3%	25.0%	21.9%
75th Percentile	16.5	30.5	19.1	20.4
Median	8.5	11.5	11.1	5.5
Mean	8.5	15.5	10.9	10.8
25th Percentile	0.5	2.5	2.6	4.0
Low	0.0	2.3	2.2	2.7
ETRN/EQM Merger(1)	0.1%	1.7%	2.6%	2.5%

⁽¹⁾  Based on the Exchange Ratio of 2.440 versus the then-prevailing pre-transaction (a) spot trading market exchange ratio of 2.437 as of February 25, 2020 (the last trading day prior to the execution of the Merger Agreement), (b) 20-day prior trading market exchange ratio of 2.399 as of such date, (c) 5-day average trading market exchange ratio of 2.379 as of such date and (d) 20-day average trading market exchange ratio of 2.380 as of such date.

Guggenheim Securities observed that the transaction-related exchange ratio premia associated with the Merger compared very favorably with the transaction-related exchange ratio premia associated with the Tier 1, Tier 2 and Tier 3 precedent simplification/roll-up transactions.

As mentioned previously, Guggenheim Securities considered the Tier 1 precedent simplification/roll-up transactions to be most comparable to the Merger and, accordingly, undertook more detailed analysis of such Tier 1 precedent simplification/roll-up transactions as summarized in the table below:

Tier 1 Precedent All-Equity Simplification/Roll-Up

Transactions — Key Transaction-Related Financial Metrics

		Transaction-Implied Exchange Ratio Premium/(Discount) vs Unaffected Spot  Trading Market Exchange Ratio		Estimated Net Present Value Available to Parent Company of Corporate-Level Tax Basis Step-Up as a Percentage of Relevant Affiliated MLP’s Publicly Held Equity Value
Parent Company	Affiliated MLP	1 Day Prior	20-Day Average
EnLink Midstream LLC	Enlink Midstream Partners, LP	1.1%	2.5%	11.6%
The Williams Cos., Inc.	Williams Partners L.P.	6.4	7.0	17.2
Tallgrass Energy GP LP	Tallgrass Energy Partners, LP	0.6	0.7	NA
ONEOK, Inc.	ONEOK Partners LP	25.8	25.6	24.7
Targa Resources Corp.	Targa Resources Partners LP	18.4	18.9	13.2
ETRN/EQM Merger(1)		0.1%	2.5%	Not Material

⁽¹⁾  Based on the Exchange Ratio of 2.440 versus the then-prevailing pre-transaction (a) spot trading market exchange ratio of 2.437 as of February 25, 2020 (the last trading day prior to the execution of the Merger Agreement) and (b) 20-day average trading market exchange ratio of 2.380 as of such date.

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Guggenheim Securities noted that (i) in connection with the Tier 1 precedent simplification/roll-up transactions, there tended to be a positive correlation between (a) the transaction-related exchange ratio premia and (b) the estimated net present value of the corporate-level tax basis step-up available to the parent company as a result of the transaction as a percentage of the relevant affiliated MLP’s publicly held equity value and (ii) in connection with the Merger, such corporate-level tax basis step-up was not expected to be material.

In light of the foregoing considerations, Guggenheim Securities (i) observed that the transaction-related exchange ratio premia associated with the Merger compared very favorably with the transaction-related exchange ratio premia associated with the Tier 1 precedent simplification/roll-up transactions and (ii) reiterated that the Exchange Ratio of 2.440 essentially reflected an “at market” exchange ratio based on the then-prevailing pre-transaction spot trading market exchange ratio of 2.437 as of February 25, 2020.

Illustrative/Hypothetical ETRN Shareholder Value Proposition Analyses

Guggenheim Securities reviewed and analyzed the illustrative/hypothetical ETRN shareholder value proposition associated with the Merger using both a DCF-based approach and a market-based approach. Guggenheim Securities’ based such analyses primarily on (i) the financial projections for ETRN status quo and the Combined Company and (ii) the Exchange Ratio of 2.440, which Guggenheim Securities calculated would result in ETRN’s existing shareholders collectively holding approximately 53% of the shares of ETRN common stock on a pro forma basis (giving effect to the Merger and the Related Transactions).

In considering such illustrative/hypothetical ETRN shareholder value proposition analyses, Guggenheim Securities indicated that, in its view, the Merger potentially could result in certain capital markets benefits from the perspective of ETRN’s existing shareholders, including by creating:

• A much larger and unified equity market capitalization for the Combined Company versus ETRN on a pre-transaction basis;

• Greater trading liquidity for the shares of ETRN common stock post-transaction as compared to shares of ETRN common stock and EQM common units, in each case on a pre-transaction basis;

• All other things being equal, a lower prospective cost of equity for the Combined Company versus ETRN and EQM, in each case on a pre-transaction basis; and

• All other things being equal, higher prospective trading multiples for the Combined Company versus ETRN on a pre-transaction basis.

Guggenheim Securities cautioned, however, that its illustrative/hypothetical ETRN shareholder value proposition analyses did not constitute a prediction or guarantee regarding the Combined Company’s future stock price or stock price trading ranges, which may be affected by various factors unrelated to the Merger (many of which factors are beyond the control of ETRN, EQM, the Combined Company and Guggenheim Securities).

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DCF-Based Approach. Guggenheim Securities analyzed the illustrative/hypothetical pro forma valuation impact of the Merger on the discounted cash flow valuation of ETRN status quo as summarized in the table below:

Illustrative/Hypothetical ETRN Value Accretion/ (Dilution) Analysis — DCF-Based Approach
	ETRN Status Quo Cost of Equity			Combined Company Cost of Equity			ETRN Status Quo DCF Value per Share		Combined Company DCF Value per Share		Illustrative/ Hypothetical Equity Value per Share Accretion/   (Dilution)
Low		16.0	%		14.0	%	$	11.27	$	12.26		8.8	%
High		14.0			12.0			15.52		17.74		14.3

In connection with the foregoing analysis, Guggenheim Securities performed discounted cash flow analyses of ETRN status quo and the Combined Company based on projected Adjusted Distributable Cash Flows for ETRN status quo and the Combined Company, respectively, and an estimate of their respective terminal/continuing values at the end of the projection horizon.

In performing its discounted cash flow analysis with respect to ETRN status quo:

• Guggenheim Securities utilized the financial projections from the quarter beginning on April 1, 2020 through the year ending December 31, 2023 for ETRN status quo as provided and approved for Guggenheim Securities’ use by ETRN management.

• Guggenheim Securities used a discount rate range of 14.0% – 16.0% based on its estimate of the cost of equity for ETRN status quo.

• In estimating the terminal/continuing value for ETRN status quo, Guggenheim Securities used a reference range of perpetual growth rates of the terminal year normalized Adjusted Distributable Cash Flow for ETRN status quo of 0.0% – 2.0%. The terminal/continuing values implied by the foregoing perpetual growth rate reference range were cross-checked for reasonableness by reference to the implied terminal year price/Distributable Cash Flow multiples for ETRN status quo.

In performing its discounted cash flow analysis with respect to the Combined Company:

• Guggenheim Securities utilized the financial projections from the quarter beginning on April 1, 2020 through the year ending December 31, 2023 for the Combined Company as provided and approved for Guggenheim Securities’ use by ETRN management.

• Guggenheim Securities used a discount rate range of 12.0% – 14.0% based on its estimate of the cost of equity for the Combined Company.

• In estimating the terminal/continuing value for the Combined Company, Guggenheim Securities used a reference range of perpetual growth rates of the terminal year normalized Adjusted Distributable Cash Flow for the Combined Company of 0.0% – 2.0%. The terminal/continuing values implied by the foregoing perpetual growth rate reference range were cross-checked for reasonableness by reference to the implied terminal year price/Distributable Cash Flow multiples for the Combined Company.

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Market-Based Approach. Guggenheim Securities analyzed the illustrative/hypothetical pro forma valuation impact of the Merger on ETRN’s pre-transaction stock price of $9.00 as of February 25, 2020 (the last trading day prior to the execution of the Merger Agreement) as summarized in the table below:

Illustrative/Hypothetical ETRN Value Accretion/(Dilution) Analysis — Market-Based Approach

	Assumed Combined Company Trading Multiple Ranges
	Enterprise Value / 2020E EBITDA				Price / 2020E Distributable Cash Flow
	8.5x		9.0x		5.0x		6.0x
Combined Company Illustrative/ Hypothetical Stock Price	$	10.47	$	12.05	$	10.33	$	12.39
Illustrative/Hypothetical Accretion/(Dilution) per Share of ETRN Common Stock(1)		16.3%		33.9%		14.8%		37.7%
Implied Breakeven Trading Multiple(2)		8.0x				4.4x

⁽¹⁾  ETRN’s illustrative/hypothetical market-based value accretion/(dilution) analysis is measured relative to ETRN’s pre-transaction stock price of $9.00 as of February 25, 2020, which implied a price / 2020E Distributable Cash Flow multiple of 4.1x and an Enterprise Value / 2020E EBITDA multiple of 8.1x.

⁽²⁾  Represents the Combined Company’s trading multiple required to achieve the same equity value per share as ETRN’s pre-transaction stock price of $9.00 as of February 25, 2020.

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In connection with the foregoing analysis, Guggenheim Securities noted that its assumed Combined Company trading multiple ranges were informed by its review and analysis of ETRN’s and EQM’s respective historical pre-transaction stock/unit price performance, historical and then-prevailing pre-transaction trading multiples and historical and projected/forecasted financial performance compared to corresponding data for selected publicly traded companies that Guggenheim Securities deemed relevant for purposes of this analysis. Guggenheim Securities calculated, among other things, various public market trading multiples for ETRN, EQM and the selected publicly traded companies (in the case of the selected publicly traded companies, based on Wall Street equity research consensus estimates and each company’s most recent publicly available financial filings), which are summarized in the table below:

Combined Company — Selected Publicly Traded Companies Analysis
		Trading Enterprise Value / 2020E   EBITDA			Trading Price / 2020E Distributable Cash Flow
G&P Partnerships
Western Midstream Partners, LP			7.4	x		4.3	x
DCP Midstream, LP			8.1			5.0
Enable Midstream Partners, LP			7.6			4.2
Crestwood Equity Partners LP			8.3			4.8
Noble Midstream Partners LP			6.9			4.5
CNX Midstream Partners LP			7.8			5.8
G&P C-Corps
Targa Resources Corp.			12.5	x		8.1	x
Hess Midstream LP			10.2			9.1
EnLink Midstream, LLC			7.6			2.8
Antero Midstream Corp.			5.8			3.1
Gas-Weighted Pipelines
The Williams Cos., Inc.			9.5	x		7.0	x
ONEOK, Inc.			13.4			12.7
Statistical Summary
G&P Partnerships:	Median		7.7	x		4.6	x
	Mean		7.7			4.8
G&P C-Corps:	Median		8.9	x		5.6	x
	Mean		9.0			5.8
Gas-Weighted Pipelines:	Median		11.5	x		9.9	x
	Mean		11.5			9.9
All C-Corps (Excluding EnLink and Antero):	Median		11.4	x		8.6	x
	Mean		11.4			9.2
ETRN Family — Pre-Transaction Trading Basis
ETRN			8.1	x		4.1	x
EQM			8.0			4.5

In connection with assessing the illustrative/hypothetical trading multiple reference range for the Combined Company, Guggenheim Securities noted that it had placed greater emphasis on the then-prevailing trading multiples of Williams Cos., Inc. and other entities taxed as C-corps (excluding EnLink Midstream LLC and Antero Midstream Corp.) and selected the following trading multiple reference range: (i) trading Enterprise

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Value / forward EBITDA multiple range of 8.5x – 9.0x based on 2020E and (ii) trading price / forward Distributable Cash Flow multiple range of 5.0x – 6.0x based on 2020E.

Other Financial Reviews and Analyses Solely for Informational Reference Purposes

In order to provide certain context for the financial analyses in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below solely for informational reference purposes. As a general matter, Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.

ETRN Common Stock Price and EQM Common Unit Price Pre-Transaction Trading Histories. Guggenheim Securities reviewed pre-transaction trading price histories of ETRN common stock and EQM common units over various timeframes:

• Guggenheim Securities indicated that since the spin-off of ETRN on November 13, 2018 through February 25, 2020 (the last trading day prior to the execution of the Merger Agreement), shares of ETRN common stock and EQM common units generally had traded in a range of approximately $23.00 – $9.00 per share of ETRN common stock and $50.00 – $21.00 per EQM common unit, respectively.

• Guggenheim Securities noted that volatility in commodity prices and midstream energy sector trading dynamics had resulted in significant downward pressure on the price of shares of ETRN common stock and EQM common units, particularly since the summer of 2019.

Wall Street Equity Research Pre-Transaction Price Targets. Guggenheim Securities reviewed selected Wall Street equity research pre-transaction price targets for each of shares of ETRN common stock and EQM common units as published prior to February 25, 2020 (the last trading day prior to the execution of the Merger Agreement). Guggenheim Securities noted that the Wall Street equity research consensus pre-transaction price targets for shares of ETRN common stock and EQM common units were $15.18 per share of ETRN common stock and $34.07 per EQM common unit, respectively. For comparison purposes, Guggenheim Securities noted that such Wall Street equity research consensus average price targets represented upside to the then-prevailing pre-transaction market prices of shares of ETRN common stock and EQM common units as of February 25, 2020 of 68.7% and 55.4%, respectively.

Pro Forma Merger Consequences Analysis. Guggenheim Securities analyzed the pro forma financial impact of the Merger on ETRN’s projected Distributable Cash Flow per share, dividend per share, coverage ratio and leverage ratio based on (i) the financial projections for ETRN status quo and the Combined Company and (ii) the Exchange Ratio of 2.440:

ETRN Pro Forma Merger Consequences Analysis
ETRN Accretion/(Dilution)	2020E		2021E		2022E		2023E
Distributable Cash Flow per Share		(5.5%)		(7.9%)		(9.0%)		(9.4%)
Dividend per Share		0.0		0.0		0.0		0.0
ETRN Increase/(Decrease)
Coverage Ratio		(0.2x)		(0.3x)		(0.4x)		(0.5x)
Leverage Ratio		(0.4)		(0.5)		(0.5)		(0.2)

Other Considerations

Except as described in the summary above, ETRN did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered

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in performing its financial analyses or providing its opinion. The Exchange Ratio was determined through negotiations between ETRN and EQM’s conflicts committee and was approved by the ETRN Board. The decision to enter into the Merger Agreement was solely that of the ETRN Board. Guggenheim Securities’ opinion was just one of the many factors taken into consideration by the ETRN Board. Consequently, Guggenheim Securities’ financial analyses should not be viewed as determinative of the decision of the ETRN Board with respect to the fairness, from a financial point of view, of the Exchange Ratio to ETRN.

Pursuant to the terms of Guggenheim Securities’ engagement, ETRN has agreed to pay Guggenheim Securities total cash fees of up to $6,000,000, comprised of $1,500,000 which became payable upon the rendering of Guggenheim Securities’ opinion, $1,500,000 which is payable upon consummation of the Merger and a discretionary fee of up to an additional $3,000,000 which may be payable, at the sole discretion of ETRN, upon consummation of the Merger. In addition, ETRN has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify it against certain liabilities arising out of its engagement.

During the two years prior to the rendering of its opinion, Guggenheim Securities has been engaged by ETRN and EQM to provide financial advisory or investment banking services for which Guggenheim Securities has received compensation of approximately $23 million. Specifically, during the past two years, Guggenheim Securities acted as ETRN’s financial advisor in connection with the EQGP Simplification and as a joint lead arranger of ETRN’s term loan financing associated therewith, both of which closed in February 2019. In addition, Guggenheim Securities acted as financial advisor to ETRN and EQM in connection with the acquisition of certain interests in Eureka Midstream Holdings, LLC and in Hornet Midstream Holdings, LLC, which closed in April 2019, and as a joint placement agent on the preferred equity financing associated therewith. Guggenheim Securities also has worked with ETRN and EQM on their consideration of various strategic and financial alternatives. Guggenheim Securities may seek to provide ETRN, EQM, the combined company and their respective affiliates with financial advisory and investment banking services unrelated to the Merger in the future, for which services Guggenheim Securities would expect to receive compensation.

Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of customers, including but not limited to: asset, investment and wealth management; insurance services; investment banking, corporate finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates and related entities may (i) provide such financial services to ETRN, EQM, the combined company, EQT, other participants in the Merger or the Related Transactions or their respective affiliates, for which services Guggenheim Securities and its affiliates and related entities may have received, and may in the future receive, compensation and (ii) directly and indirectly hold long and short positions, trade and otherwise conduct such activities in or with respect to loans, debt and equity securities and derivative products of or relating to ETRN, EQM, the combined company, EQT, other participants in the Merger or the Related Transactions or their respective affiliates. Furthermore, Guggenheim Securities and its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in ETRN, EQM, the combined company, EQT, other participants in the Merger or the Related Transactions or their respective affiliates.

Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and publish research reports with respect to ETRN, EQM, the combined company, EQT, other participants in the Merger or the Related Transactions or their respective affiliates or the Merger or the Related Transactions that differ from the views of Guggenheim Securities’ investment banking personnel.

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Opinion of the Financial Advisor to the EQM Conflicts Committee

The EQM Conflicts Committee retained Evercore to act as its financial advisor in connection with evaluating the proposed Merger. At the request of the EQM Conflicts Committee, at a telephonic meeting of the EQM Conflicts Committee held on February 26, 2020, Evercore rendered its oral opinion to the EQM Conflicts Committee (subsequently confirmed in writing on the same date) that, as of February 26, 2020, based upon and subject to the assumptions made, procedures followed, matters considered, qualifications and limitations on the scope of review undertaken by Evercore in connection with rendering its opinion as set forth therein, the Exchange Ratio was fair, from a financial point of view, to EQM and the EQM Public Common Unitholders.

The opinion speaks only as of the date it was delivered and not as of the time the Merger will be completed or any other date. The opinion does not reflect changes that may occur or may have occurred after February 26, 2020, which could alter the facts and circumstances on which Evercore’s opinion was based. It is understood that subsequent developments or information of which Evercore is, or was, not aware may affect Evercore’s opinion, but Evercore does not have any obligation to update, revise or reaffirm its opinion.

The full text of the written opinion of Evercore, dated as of February 26, 2020, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations of the review undertaken in rendering its opinion, is attached hereto as Annex D and is incorporated herein by reference. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was directed to the EQM Conflicts Committee (in its capacity as such), and only addressed the fairness, from a financial point of view, as of February 26, 2020, to EQM and the EQM Public Common Unitholders of the Exchange Ratio. Evercore’s opinion did not address any other term, aspect or implications of the Merger. Neither Evercore’s opinion, the summary of such opinion nor the related analyses set forth in this joint proxy statement/prospectus are intended to be, and they do not constitute, a recommendation to the EQM Conflicts Committee or to any other person in respect of the Merger or any other matter, including as to how any EQM common unitholder should act or vote in respect of the Merger. The summary of Evercore’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion.

In connection with rendering its opinion, Evercore, among other things:

• reviewed certain publicly available historical operating and financial information relating to EQM that it deemed relevant, including as set forth in EQM’s Annual Report on Form 10-K for the year ended December 31, 2018, EQM’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, and certain of EQM’s Current Reports on Form 8-K, in each case as filed with or furnished to the SEC;

• reviewed certain publicly available historical operating and financial information relating to ETRN that it deemed relevant, including as set forth in ETRN’s Registration Statement on Form 10 filed with the SEC on October 24, 2018, ETRN’s Annual Report on Form 10-K for the year ended December 31, 2018, ETRN’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, and certain of ETRN’s Current Reports on Form 8-K, in each case as filed with or furnished to the SEC;

• reviewed certain non-public historical financial and operating data and assumptions relating to EQM and ETRN, as applicable, as prepared and furnished to it by management of the General Partner and ETRN, respectively;

• reviewed certain non-public projected financial and operating data relating to EQM and ETRN as prepared and furnished to it by management of the General Partner and ETRN, respectively;

• discussed the current operations of EQM, and the historical and projected financial and operating data relating to EQM, with management of the General Partner (including management’s views on the risks and uncertainties associated therewith);

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• discussed the current operations of ETRN, and the historical and projected financial and operating data relating to ETRN, with management of ETRN (including management’s views on the risks and uncertainties associated therewith);

• compared the financial performance of EQM and ETRN and their stock market trading multiples with those of certain other publicly traded companies that it deemed relevant;

• performed discounted distribution analyses for EQM and discounted dividend analyses for the ETRN based on projected financial data and other data provided by management of the General Partner and ETRN, respectively;

• compared the financial performance of EQM and ETRN and the valuation multiples related to the Merger with the financial terms, to the extent publicly available, of certain other transactions that it deemed relevant;

• reviewed the financial terms of the draft merger agreement and exhibits dated February 26, 2020; and

• performed such other analyses and examinations, held such other discussions, and considered such other factors and information that it deemed appropriate.

For purposes of its analysis and opinion, Evercore assumed and relied upon, (i) without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available and all of the information supplied or otherwise made available to, discussed with or reviewed by Evercore, and Evercore assumed no liability therefor, and (ii) the assurances of the management of the General Partner that they are not aware of any relevant information that had been omitted or that remained undisclosed to Evercore. With respect to the projected financial and operating data relating to ETRN and EQM referred to above, Evercore assumed that such data had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of ETRN or the General Partner, as applicable, as to the future financial performance of ETRN and EQM and the other matters covered thereby (including the completion and impact of other transactions expected to be completed among the parties or their affiliates in connection with the Merger (“Associated Transactions”) on which the standalone and pro forma financial projections are based). Evercore expressed no view as to any projected financial or operating data or any judgments, estimates or assumptions (including with respect to Associated Transactions) on which any of the foregoing are based, nor did Evercore express any view as to the projected financial and operating results of ETRN or EQM beyond the periods covered in such projections.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement and other documents relating to the Merger will not differ from the draft merger agreement (in the draft form reviewed by Evercore) and such other documents reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the transactions contemplated by the Merger Agreement will be satisfied without material waiver or modification thereof. Except as otherwise explicitly stated herein, Evercore assumed, in all respects material to its opinion, that the transactions contemplated by the Merger Agreement will be consummated as contemplated by the Merger Agreement. Evercore assumed that any modification to the structure of the Merger will not vary in any respect material to its analysis. Evercore has further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the transactions contemplated by the Merger Agreement will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on EQM or the consummation of the transactions contemplated by the Merger Agreement or any material reduction in the benefits of the transactions contemplated by the Merger Agreement to EQM.

Evercore relied, at the direction of the EQM Conflicts Committee, upon the assessments of management of the General Partner as to (i) the potential impact on EQM of market and other trends and prospects for, and

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governmental, regulatory and legislative matters relating to or otherwise affecting, the oil and gas industry, including commodity pricing and supply and demand for oil and gas, (ii) the potential impact of the Merger or Associated Transactions on the operations, results and prospects of EQM and (iii) existing and future contracts and relationships, agreements and arrangements with third parties that are necessary or desirable for the operation of EQM. Evercore undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which EQM or its affiliates is or may be a party or is or may be subject. Evercore also assumed, and management of the General Partner confirmed, that there were no material changes in the liabilities, financial condition, results of operations, business or prospects of or relating to EQM since the date of the latest information relating to EQM was made available. Evercore has not conducted a physical inspection of the properties and facilities of EQM or ETRN, and Evercore has not made or assumed any responsibility for making any independent valuation or appraisal of the assets or liabilities of EQM or ETRN, nor has Evercore been furnished with any such valuations or appraisals, nor has Evercore evaluated the solvency, financial condition or fair value of EQM or ETRN under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available as of the date of its opinion and financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated on such date. It is understood that subsequent developments or information of which Evercore was not aware of may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm this opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, to EQM and the EQM Public Common Unitholders of the Exchange Ratio. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of securities, creditors or other constituencies of EQM (other than the EQM Public Common Unitholders), including the holders of EQM Class B units and the holders of Series A Preferred Units, or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of any party to the Merger Agreement, or any class of such persons, whether relative to the Exchange Ratio or otherwise. Evercore’s opinion does not address any term of, or the relative merits of, the Merger as compared to other transactions or business or financial strategies that might be available to EQM, nor does it address the underlying business decision of EQM to engage in the Merger or use the Exchange Ratio. Evercore’s opinion did not address any issuances of equity by EQM or later refinancing of debt and, to the extent its analyses based on information provided by management of the General Partner or ETRN reflect any such anticipated financing transactions, Evercore expressed no view or opinion thereon. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to any business combination or other extraordinary transaction involving EQM, nor did Evercore consult with the EQM Public Common Unitholders. Evercore’s opinion does not constitute a recommendation to the EQM Conflicts Committee, the EQM Board, the unitholders of EQM or to any other persons in respect of the Merger, including as to how any EQM common unitholder, EQM Class B units or Series A Preferred Units should vote or act in respect of the Merger. Evercore is not a legal, regulatory, accounting or tax expert and has assumed in all respects material to its opinion the accuracy and completeness of assessments by EQM, ETRN and their respective advisors with respect to legal, regulatory, accounting, audit and tax matters. Evercore expressed no opinion therein as to the price or volume at which the EQM common units, ETRN common stock or any other securities will trade at any time. Evercore expressed no view or opinion as to historical and projected distribution coverage ratios on EQM common units or the tax impact of the Merger on any person or entity. Evercore’s opinion does not constitute a tax opinion and cannot be used by any taxpayer for the purpose of avoiding tax penalties. Evercore (i) made no conclusion on the valuation or pricing for tax purposes or the effects of federal income tax laws on any party and (ii) has assumed that EQM’s intended tax treatment of the Merger will be respected. Without limiting the generality of the foregoing, Evercore’s opinion did not reflect the impact of any regulatory action, unasserted claims or litigation to which ETRN, EQM or any of their respective affiliates may be subject in the future.

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Summary of Financial Analyses

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the EQM Conflicts Committee on February 26, 2020, in connection with rendering its opinion to the EQM Conflicts Committee. Each analysis was provided to the EQM Conflicts Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data (including the closing prices for EQM common units and shares of ETRN common stock) that existed on February 26, 2020, and is not necessarily indicative of current market conditions.

Throughout this “Summary of Financial Analyses,” the term “EBITDA,” as used in connection with Evercore’s various financial analyses, means the relevant company’s earnings before interest, taxes, depreciation and amortization. In the case of EQM, it means Adjusted EBITDA (as defined by ETRN management) and includes deferred revenue. In the case of ETRN, it has been calculated based on ETRN’s proportional share of EQM’s EBITDA, less incremental general and administrative expenses at the ETRN level.

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to fully understand the financial analyses performed by Evercore. The tables alone do not constitute a complete description of the financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Analysis of EQM

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of EQM by reviewing and comparing the market values and trading multiples of the following seven publicly traded partnerships that Evercore deemed to have certain characteristics that are similar to EQM, such as market value, asset base and other characteristics:

Gathering & Processing Master Limited Partnerships (“MLPs”)

• CNX Midstream Partners LP

• Crestwood Equity Partners LP

• DCP Midstream, LP

• Enable Midstream Partners, LP

• Hess Midstream LP

• Noble Midstream Partners LP

FERC-Regulated Natural Gas Pipeline MLPs

• TC PipeLines, LP

Although the peer group was compared to EQM for purposes of this analysis, no partnership used in the peer group analysis is identical or directly comparable to EQM. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

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For each of the peer group partnerships, Evercore calculated the following trading multiples for the Gathering & Processing MLPs and FERC-Regulated Natural Gas Pipeline MLPs:

• Enterprise Value/2020E EBITDA, which is defined as market value of equity, plus debt, preferred equity and minority interest, less cash (“Enterprise Value” or “EV”), divided by estimated EBITDA for the calendar year 2020 (as determined based on FactSet consensus).

• Enterprise Value/2021E EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2021 (as determined based on FactSet consensus).

The mean and median trading multiples of the peer trading groups are set forth below.

Gathering & Processing MLPs	Mean		Median
EV/2020E EBITDA		8.0x		7.9x
EV/2021E EBITDA		7.4x		7.4x
FERC-Regulated Natural Gas Pipeline MLPs	Mean		Median
EV/2020E EBITDA		10.8x		10.8x
EV/2021E EBITDA		10.8x		10.8x

Based on its review of the peer groups and Evercore’s professional judgment, Evercore selected enterprise value multiple ranges of 8.0x to 9.0x to second quarter through fourth quarter 2020E annualized EBITDA and 7.5x to 8.5x to 2021E EBITDA.

Evercore applied the selected enterprise value multiple ranges to EQM’s projected second quarter through fourth quarter 2020E annualized EBITDA and 2021E EBITDA from the projections of the General Partner’s management (see “The Merger—Unaudited Projected Financial Information”) to determine a selected enterprise value range of $10.695 billion to $12.236 billion. In calculating EQM’s net debt, Evercore excluded the proportion of EQM’s revolver draw attributable to ETRN used to finance the Intercompany Note given that 100% of the Intercompany Note was captured as net debt at ETRN. After adjusting for projected net debt, preferred equity and minority interest as of April 1, 2020 and projected EQM common units outstanding and EQM Class B units as-converted as of April 1, 2020, Evercore determined an implied equity value per EQM common unit range of $15.35 per EQM common unit to $22.78 per EQM common unit.

Discounted Distribution Analysis

Evercore performed a discounted distribution analysis for EQM based on the projections provided by the General Partner’s management. Evercore based this analysis on (a) the sum of the present value of EQM’s projected distribution per EQM common unit on a stand-alone basis from the second quarter through the fourth quarter of 2020 through December 31, 2023 and (b) the present value of the terminal value determined as the quotient of EQM’s projected terminal distribution per EQM common unit and the projected terminal yield on EQM common units.

For this analysis, Evercore assumed a range of terminal yields from 9.0% to 12.0% based upon the distribution yield range at which EQM common units traded during the 52-week period prior to February 26, 2020 and also considering the projected distribution cut at EQM and a review of selected peers’ current and historical yield range. Evercore also assumed cost of equity discount rates for EQM of 8.75% to 9.75% (based on a capital asset pricing model (“CAPM”)) and 10.0% to 15.0% (based on total expected market return).

After giving effect to such discounting, this analysis resulted in a range of implied values per EQM common unit of $13.97 to $17.51 based on CAPM, and $12.12 to $16.88 based on total expected market return.

Evercore derived its ranges of discount rates and terminal yields based on, among other things, its professional judgment and experience, including its understanding of the size, relative profitability and expected

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growth of EQM and the selected peer partnerships to which Evercore compared EQM in the EQM Midstream Peer Group Trading Analysis and the multiples and discount rates of those peer partnerships. Evercore’s calculations reflect its review of the full range of discount rates and terminal yields implied by the comparable peer partnerships rather than the application of a mathematical mean or median.

Precedent Merger and Acquisition Transactions Analysis

Evercore reviewed selected publicly available information for natural gas transmission transactions announced between February 2015 and February 2020 and selected 23 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of EQM’s natural gas transmission assets, although Evercore noted that none of the selected transactions or the selected entities that participated in the selected transactions were directly comparable to the Merger or EQM. Evercore also reviewed selected publicly available information for natural gas gathering and processing transactions announced since January 2018 and selected 24 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of EQM’s natural gas gathering and processing assets, although Evercore noted that none of the selected transactions or the selected entities that participated in the selected transactions were directly comparable to the Merger or EQM.

Selected Natural Gas Transmission Transactions:

Date       Announced	Acquiror / Target (Seller)
09 / 2019	NextEra Energy Partners, LP / Meade Pipeline Co LLC
01 / 2019	NEXUS Gas Transmission, LLC (Enbridge Inc.; DTE Energy Company) / Generation Pipeline LLC
08 / 2018	Enbridge Inc. / Spectra Energy Partners, LP
08 / 2018	Altus Midstream LP (Kayne Anderson) / Gathering, processing and transportation assets at Alpine High (Apache Corporation)
07 / 2018	Wren House Infrastructure Management Ltd / North Sea Midstream Partners Ltd (ArcLight Capital Partners, LLC)
06 / 2018	Loews Corporation / Boardwalk Pipeline Partners LP
05 / 2018	AL Midcoast Holdings (ArcLight Capital Partners, LLC) / Midcoast Operating LP (Enbridge, Inc.)
04 / 2018	Morgan Stanley Infrastructure / Brazos Midstream Holdings LLC (Old Ironsides Energy, LLC)
02 / 2018	Tallgrass Energy GP, LP / 25.01% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP)
11 / 2017	American Midstream Partners, LP / Trans-Union Interstate Pipeline (ArcLight Capital Partners, LLC)
07 / 2017	Blackstone Energy Partners / 32.44% interest in Rover Pipeline (Energy Transfer Partners, LP)
06 / 2017	TC PipeLines, LP / 49.3% interest in Iroquois Gas Transmission System, LP and 11.8% interest in Portland Natural Gas Transmission (TransCanada Corp.)
04 / 2017	Tallgrass Energy Partners, LP / 24.99% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP)
10 / 2016	Dominion Energy Midstream Partners, LP / Questar Pipeline LLC (Dominion Resources)
07 / 2016	Southern Company / 50% Interest in Southern Natural Gas Pipeline System (Kinder Morgan, Inc.)
05 / 2016	Tallgrass Energy Partners, LP / 25% interest in Rockies Express Pipeline LLC (Sempra U.S. Gas and Power)
11 / 2015	Kinder Morgan, Inc. and Brookfield Infrastructure Partners LP / Natural Gas Pipeline Company of America LLC (Myria Holdings, Inc.)
11 / 2015	TC PipeLines, LP / 49.9% interest in Portland Natural Gas Transmission System (TransCanada Corp.)

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Date       Announced	Acquiror / Target (Seller)
08 /2015	Dominion Energy Midstream Partners, LP / 25.93% Interest in Iroquois Gas Transmission System, LP (National Grid and New Jersey Resources Corp.)
08 /2015	NextEra Energy Partners, LP / NET Midstream (ArcLight Capital Partners, LLC)
05 /2015	GE Energy Financial Services and Caisse de dépôt et placement du Québec / Southern Star Central Corp (Morgan Stanley Infrastructure)
04 /2015	Dominion Energy Midstream Partners, LP / Dominion Carolina Gas Transmission, LLC (Dominion Resources, Inc.)
02 /2015	TC PipeLines, LP / 30% interest in Gas Transmission Northwest LLC (TransCanada Corporation)

Selected Natural Gas Gathering & Processing Transactions:

Date         Announced	Acquiror / Target (Seller)
10 / 2019	DTE Energy Company / M5 Midstream LLC (Yorktown Partners / Ridgemont Equity Partners / Magnetar Capital / GSO Capital Partners / Trilantic Capital Partners)
07 / 2019	UGI Corporation / Columbia Midstream Group (TC Energy Corporation)
05 / 2019	DTE Midstream (DTE Energy) / 30% interest in Stonewall Gas Gathering (AltaGas Ltd.)
04 / 2019	Crestwood Equity Partners LP / Remaining 50.0% interest in Jackalope Gas Gathering Services, LLC (The Williams Companies, Inc.)
03 / 2019	SK Holdings Co Ltd / Minority interest in Blue Racer Midstream, LLC (First Reserve)
03 / 2019	CPPIB / 35% interest in JV Holding Ohio Valley Midstream and Utica East Ohio Midstream (The Williams Companies, Inc.)
03 / 2019	EQM Midstream Partners, LP / 60% interest in Eureka Midstream and 100% interest in Hornet Midstream (Morgan Stanley Infrastructure Partners)
02 / 2019	Hess Infrastructure Partners LP / Tioga Midstream, LLC (Summit Midstream Partners LP)
02 / 2019	GSO Capital Partners and Blackstone Tactical Opportunities / 45% equity interest in Targa Badlands (Targa Resources Corp.)
11 / 2018	Oasis Midstream Partners LP / Interest in Bobcat DevCo LLC and Beartooth DevCo LLC (Oasis Petroleum Inc.)
11 / 2018	Western Gas Equity Partners, LP / Remaining midstream assets (Anadarko Petroleum Corp.)
11 / 2018	First Reserve / 50% interest in Blue Racer Midstream, LLC (Dominion Energy, Inc.)
09 / 2018	EagleClaw Midstream Ventures, LLC; Blackstone Energy Partners / Caprock Midstream Holdings LLC (Energy Spectrum Capital)
08 / 2018	Altus Midstream LP (Kayne Anderson) / Gathering, processing and transportation assets at Alpine High (Apache Corporation)
07 / 2018	Harvest Midstream and Four Corners / San Juan Basin assets (Williams Companies, Inc.)
07 / 2018	Williams Companies; Kohlberg Bravis Roberts & Co / Discovery Midstream Partners LLC (TPG Growth)
05 / 2018	AL Midcoast Holdings (ArcLight Capital Partners, LLC) / Midcoast Operating LP (Enbridge, Inc.)
04 / 2018	EQT Midstream Partners LP / 25% interest in Strike Force Midstream (Gulfport Energy Corporation)
04 / 2018	EQT Midstream Partners LP / 75% interest in Strike Force Midstream (EQT Corporation)
04 / 2018	EQT Midstream Partners LP / Rice Olympus Midstream Assets (EQT Corporation)
04 / 2018	Morgan Stanley Infrastructure / Brazos Midstream Holdings LLC (Old Ironsides Energy, LLC)
03 / 2018	SP Investor Holdings (Partners Group and OpTrust) / 50% stake in Superior Pipeline Company LLC (Unit Corporation)

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Date         Announced	Acquiror / Target (Seller)
02 /2018	CNX Midstream Partners LP / 95% interest in the Shirley-Pennsboro Gathering System (CNX Resources Corporation)
01 /2018	Riverstone Holdings LLC; Goldman Sachs / Delaware Basin G&P assets (Lucid Energy Group II)

Based on a review of the full range of historical enterprise value to EBITDA multiples paid in the selected precedent transactions and its professional judgment, rather than the application of a mathematical mean or median, Evercore applied relevant EBITDA multiples ranging from 9.5x to 10.5x to third quarter LTM EBITDA to determine a selected enterprise value range for EQM of $12.334 billion to $13.632 billion. In calculating EQM’s net debt, Evercore excluded the portion of EQM’s revolver draw attributable to ETRN used to finance the Intercompany Note given that 100% of the Intercompany Note was captured as net debt at ETRN. After adjusting for projected net debt, preferred equity and minority interest as of April 1, 2020 and projected EQM common units outstanding and EQM Class B units as-converted as of April 1, 2020, Evercore determined an implied equity value per EQM common unit range of $23.25 per EQM common unit to $29.51 per EQM common unit.

Analysis of ETRN

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of ETRN by reviewing and comparing the market values and trading multiples of the following 13 publicly traded partnerships and corporations that Evercore deemed to have certain characteristics that are similar to ETRN, such as market value, asset base, corporate structure and other characteristics:

    Gathering & Processing MLPs

• CNX Midstream Partners LP

• Crestwood Equity Partners LP

• DCP Midstream, LP

• Enable Midstream Partners, LP

• Hess Midstream LP

• Noble Midstream Partners LP

FERC-Regulated Natural Gas Pipeline MLPs

• TC PipeLines, LP

U.S. Midstream C-Corps

• Antero Midstream Corporation

• Cheniere Energy, Inc.

• Kinder Morgan, Inc.

• ONEOK, Inc.

• Targa Resources Corp.

• The Williams Companies, Inc.

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Although the peer group was compared to ETRN for purposes of this analysis, no partnership or corporation used in the peer group analysis is identical or directly comparable to ETRN. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group partnerships, Evercore calculated the following trading multiples for the Gathering & Processing MLPs and FERC-Regulated Natural Gas Pipeline MLPs:

• Enterprise Value/2020E EBITDA, which is defined as Enterprise Value, divided by estimated EBITDA for the calendar year 2020 (as determined based on FactSet consensus).

For each of the peer group C-corps, Evercore calculated the following trading multiples:

• Enterprise Value/2020E EBITDA, which is defined as Enterprise Value, divided by estimated EBITDA for the calendar year 2020 (as determined based on FactSet consensus).

The mean and median trading multiples of the three peer trading groups are set forth below.

Gathering & Processing MLPs	Mean			Median
EV/2020E EBITDA		8.0	x		7.9	x
FERC-Regulated Natural Gas Pipeline MLPs	Mean			Median
EV/2020E EBITDA		10.8	x		10.8	x
U.S. Midstream C-Corps	Mean			Median
EV/2020E EBITDA		10.3	x		11.0	x

Based on its review of the peer groups and Evercore’s professional judgment, Evercore selected Enterprise Value multiple ranges of 8.5x to 9.5x to EQM’s second quarter through fourth quarter 2020 annualized EBITDA attributable to ETRN based on ETRN’s standalone limited partner ownership interest in EQM.

Evercore applied the relevant multiples to EQM’s second quarter through fourth quarter 2020 annualized EBITDA attributable to ETRN based on ETRN’s standalone limited partnership ownership interest in EQM from the projections of the General Partner’s management (see “The Merger—Unaudited Projected Financial Information”) and also performed a peer group trading analysis of ETRN based on the peer group trading analysis-implied price per EQM common unit including EQM Class B units on an as-converted basis to determine a selected ETRN Enterprise Value range of $1.908 billion to $7.679 billion. After adjusting for projected net debt, preferred equity and minority interest, as applicable, as of April 1, 2020 and projected ETRN common stock outstanding as of April 1, 2020, Evercore determined an implied equity value per share of ETRN common stock range of $4.98 per share of ETRN common stock to $10.52 per share of ETRN common stock.

Discounted Dividend Analysis

Evercore performed a discounted dividend analysis for ETRN based on the projections provided by ETRN’s management. Evercore based this analysis on (a) the sum of the present value of ETRN’s projected dividends per share of ETRN common stock on a stand-alone basis from the second quarter through the fourth quarter 2020 through December 31, 2023 and (b) the present value of the terminal value determined as the quotient of ETRN’s projected terminal dividend per share of ETRN common stock and the projected terminal yield on ETRN common stock.

For this analysis, Evercore assumed a range of terminal yields from 7.5% to 10.5% based upon the dividend yield range at which ETRN common stock traded during the 52-week period prior to February 26, 2020 and considering the projected dividend cut at ETRN and a review of selected peers and current and historical yield range. Evercore also assumed cost of equity discount rates for ETRN of 8.0% to 9.0% (based on CAPM) and 10.0% to 15.0% (based on total expected market return).

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After giving effect to such discounting, this analysis resulted in a range of implied values per share of ETRN common stock of $6.05 to $7.94 based on CAPM, and $5.13 to $7.48 based on total expected market return.

Evercore derived its ranges of discount rates and terminal yields based on, among other things, its professional judgment and experience, including its understanding of the size, relative profitability and expected growth of ETRN and the selected peer companies and partnerships to which Evercore compared ETRN in the Peer Group Trading Analysis and the multiples and discount rates of those peer companies and partnerships. Evercore’s calculations reflect its review of the full range of discount rates and terminal yields implied by the comparable peer companies and partnerships rather than the application of a mathematical mean or median.

Precedent Merger and Acquisition Transaction Analysis

Evercore performed a precedent transactions analysis of ETRN based on the precedent transactions analysis-implied price per EQM common unit, including EQM Class B units on an as-converted basis, for EQM to determine an implied Enterprise Value range for ETRN of $2.889 billion to $3.666 billion. After adjusting for projected net debt as of April 1, 2020 and projected shares of ETRN common stock outstanding as of April 1, 2020, Evercore determined an implied equity value range per share of ETRN common stock of $9.25 to $12.63.

Exchange Ratio Summary

Evercore analyzed the implied exchange ratios from the valuation techniques utilized for the valuation of EQM and ETRN. These valuation techniques included peer group trading analysis, discounted distribution/dividend analysis based on CAPM and expected market return and precedent merger and acquisition transaction analysis. The low to high exchange ratio using a peer group trading analysis was 2.1652x to 3.085x. The low to high exchange ratio using the discounted distribution/dividend analysis based on CAPM was 2.2042x to 2.3084x. The low to high exchange ratio using a discounted distribution/dividend analysis based on expected market return was 2.2565x to 2.3651x. The low to high exchange ratio using a precedent merger and acquisition transactions analysis was 2.3364x to 2.5146x.

Evercore compared the results of the foregoing analyses to the Exchange Ratio of 2.4400 shares of ETRN common stock for each outstanding EQM common unit held by the EQM Public Common Unitholders. The Exchange Ratio was within or above the range of the implied exchange ratios for each of the valuation techniques reviewed by Evercore.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. The EQM Conflicts Committee selected Evercore to provide financial advice in connection with its evaluation of the proposed Merger because of, among other reasons, Evercore’s experience, reputation and familiarity with the midstream sector of the energy industry and because its investment banking professionals have substantial experience in transactions similar to the Merger. In connection with the review of the Merger, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the EQM Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described

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above should not be taken to be the view of Evercore with respect to the actual value of EQM common units or ETRN common stock. No company or partnership used in the above analyses as a comparison is directly comparable to EQM or ETRN, and no precedent transaction used is directly comparable to the Merger. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, partnerships or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of EQM or ETRN and their respective advisors.

Evercore prepared these analyses solely for the information and benefit of the EQM Conflicts Committee and for the purpose of providing an opinion to the EQM Conflicts Committee as to the fairness of the Exchange Ratio, from a financial point of view, to EQM and the EQM Public Common Unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the EQM Conflicts Committee imposed no other restrictions or limitations on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The Exchange Ratio was determined through arm’s-length negotiations between the EQM Conflicts Committee and ETRN, and the EQM Conflicts Committee approved the Merger Agreement and recommended the Merger Agreement to the EQM Board for approval. Evercore provided advice to the EQM Conflicts Committee during these negotiations. Evercore did not, however, recommend any specific exchange ratio to the EQM Conflicts Committee, the EQM Board or EQM or recommend that any specific exchange ratio constituted the only appropriate consideration for the Merger. Evercore’s opinion was only one of many factors considered by the EQM Conflicts Committee in evaluating the Merger and making its recommendation to the EQM Board, and the opinion should not be viewed as determinative of the views of the EQM Conflicts Committee with respect to the Merger.

Under the terms of Evercore’s engagement letter with the EQM Conflicts Committee, EQM agreed to pay Evercore a fee of $2.0 million upon rendering its opinion, which was not contingent upon the conclusion of Evercore’s opinion or the consummation of the Merger. Evercore also received a fee of $100,000 upon execution of its engagement letter with the EQM Conflicts Committee (such fee creditable against the $2.0 million fee), and Evercore will be entitled to receive an additional fee of $1.0 million if the Merger is consummated. In addition, EQM has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates and controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities.

Evercore and its affiliates engage in a wide range of activities for their own accounts and the accounts of customers. In connection with these businesses or otherwise, Evercore and its affiliates and/or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products relating to EQM, ETRN and their respective affiliates and, accordingly, may at any time hold a long or short position in such securities or instruments.

During the past two years, no material relationship has existed between Evercore and its affiliates and EQM, ETRN or any of their respective affiliates pursuant to which compensation was received by

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Evercore or its affiliates as a result of such a relationship, other than EQM Conflicts Committee’s December 2018 engagement of Evercore as its financial advisor with respect to EQM’s issuance of EQM common units to ETRN and/or its affiliates in consideration for, among other things, the elimination of EQM incentive distribution rights pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2019, by and among EQM, ETRN, the General Partner, and certain other parties thereto, for which services Evercore received total fees of $3.250 million and reimbursement of certain expenses and the EQM Conflicts Committee’s March 2018 engagement of Evercore as its financial advisor with respect to EQM’s payment of cash and issuance of EQM common units as consideration for, among other things, certain assets from Rice Midstream Holdings LLC (“Rice Midstream”) pursuant to the Contribution and Sale Agreement, dated as of April 25, 2018, and its combination with Rice Midstream Partners LP pursuant to the Agreement and Plan of Merger, dated April 25, 2018 (the “IDR Merger Agreement”), for which services Evercore received total fees of $3.2 million and reimbursement of certain expenses. Evercore may provide financial or other services to EQM and/or ETRN in the future and in connection with any such services may receive compensation. Evercore has not provided any services to ETRN or any of its affiliates (other than the EQM Conflicts Committee) in connection with the Merger.

Projections

See “The Merger—Unaudited Projected Financial Information” for a description of certain non-public historical and projected financial and operating data and assumptions, relating to ETRN, EQM and the combined company, prepared and furnished to Evercore by management of ETRN and EQM.

No Appraisal Rights

Neither ETRN shareholders nor EQM limited partners are entitled to appraisal rights in connection with the Merger under applicable law or contractual appraisal rights under ETRN’s organizational documents, the EQM Partnership Agreement or the Merger Agreement.

Regulatory Approvals and Clearances Required for the Merger

There is no filing requirement under the HSR Act for the Merger, and therefore no waiting period under the HSR Act applies. Further, no approvals or consents are required under any other antitrust law. Therefore, there are no regulatory approvals or clearances required to consummate the Merger.

At any time before or after the effective time of the Merger, the Antitrust Division of the Department of Justice, the Federal Trade Commission or another governmental authority could take action under the antitrust laws, including seeking to prevent the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets of ETRN or EQM or subject to other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest including without limitation seeking to enjoin the completion of the Merger or permitting completion subject to regulatory concessions or conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

ETRN and EQM have agreed to (including to cause their respective subsidiaries to) use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do or cause to be done, all things, necessary, proper or advisable to cause the conditions to the closing of the Merger to be satisfied as promptly as possible, (ii) obtain promptly (and in any event no later than the outside date) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any government or third party necessary, proper or advisable to consummate the transactions completed by the Merger Agreement, and (iii) defend any proceedings challenging the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement or seek to have lifted or rescinded any injunction or

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restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated in the Merger Agreement.

Listing of ETRN Common Stock to be Issued in the Merger; Delisting and Deregistration of EQM Common Units

ETRN expects to obtain approval to list on the NYSE the ETRN common stock to be issued as Merger Consideration pursuant to the Merger Agreement, which approval is a condition to the Merger, and the shares of ETRN common stock to be reserved for issuance upon the conversion of any ETRN Preferred Shares. Upon completion of the Merger, EQM common units currently listed on the NYSE will cease to be listed on the NYSE and will be subsequently deregistered under the Exchange Act.

Accounting Treatment of the Merger

The Merger will be accounted for in accordance with ASC 810. Because ETRN controls EQM both before and after the Merger, the changes in ETRN’s ownership interest in EQM resulting from the Merger will be accounted for as an equity transaction, and no gain or loss will be recognized in ETRN’s statement of consolidated comprehensive income. In addition, the tax effects of the Merger are reported as adjustments to deferred income taxes and additional paid-in capital, consistent with ASC 740. Since the ETRN historical financial information includes the accounts of EQM, the historical financial information of EQM has not been shown separately.

Interests of Certain Persons in the Merger

In considering the recommendation of the EQM Conflicts Committee and the EQM Board, EQM limited partners should be aware that some of the executive officers and directors of the General Partner have interests in the transaction that may differ from, or may be in addition to, the interests of EQM limited partners generally. These interests may present such directors and executive officers with actual or potential conflicts of interests, and these interests, to the extent material, are described below. The EQM Conflicts Committee and the EQM Board were aware of these interests and considered them, among other matters, prior to providing their respective approvals and recommendations with respect to the Merger Agreement.

In considering the recommendations of the ETRN Board, ETRN shareholders should be aware that some of the executive officers and directors of ETRN have interests in the transaction that may differ from, or may be in addition to, the interests of ETRN shareholders generally. These interests may present such directors and executive officers with actual or potential conflicts of interests, and these interests, to the extent material, are described below. The ETRN Board was aware of these interests and considered them, among other matters, prior to providing its approval and recommendation with respect to the Merger Agreement.

Common Directors and Current Named Executive Officers

For 2020, several of the currently serving Named Executive Officers of ETRN also currently serve as the Named Executive Officers of EQM. These “Named Executive Officers” are:

• Thomas F. Karam is Chairman of the ETRN Board and the EQM Board and Chief Executive Officer of ETRN and the General Partner;

• Kirk R. Oliver is Senior Vice President and Chief Financial Officer of ETRN and the General Partner;

• Diana M. Charletta is President and Chief Operating Officer of ETRN and the General Partner; and

• Brian P. Pietrandrea is Vice President and Chief Accounting Officer of ETRN and the General Partner.

Each of these individuals will retain his or her position with ETRN following the Merger. In addition, Mr. Oliver and Ms. Charletta serve as directors of the General Partner.

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The Named Executive Officers will not become entitled to any compensation or benefits, including any accelerated vesting of their equity awards, upon or in connection with the consummation of the Merger.

Indemnification and Insurance

The Merger Agreement provides that from and after the effective time of the Merger, ETRN will, and will cause EQM (as the surviving entity of the Merger) to, indemnify and hold harmless against any reasonable cost or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement in connection with any actual or threatened legal proceeding, and provide advancement of expenses with respect to each of the foregoing to, any person who is now, or has been or becomes at any time prior to the effective time of the Merger, an officer, director or employee of ETRN, EQM, the General Partner or any of their respective subsidiaries, to the fullest extent permitted under applicable law.

In addition, ETRN and EQM (continuing as a wholly owned indirect subsidiary of ETRN) will honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the organizational documents of EQM and the General Partner immediately prior to the effective time of the Merger and ensure that the organizational documents of EQM and the General Partner or any of their respective successors or assigns, if applicable, will for a period of six years following the effective time of the Merger contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of EQM and the General Partner than are presently set forth in such organizational documents. In addition, EQM will maintain in effect for six years from the effective time of the Merger EQM’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the effective time of the Merger with respect to such indemnified persons, provided that in no event will EQM be required to expend more than an amount per year equal to 300% of current annual premiums paid by EQM for such insurance.

Directors and Executive Officers of ETRN After the Merger

The directors and executive officers of ETRN prior to the Merger are expected to continue as directors and executive officers of ETRN after the Merger.

Security Ownership of Certain Directors and Named Executive Officers of ETRN and the General Partner

The following table sets forth certain information with respect to the beneficial ownership of (i) EQM common units and (ii) ETRN common stock, in each case as of April 27, 2020, and held by:

• each of the named executive officers and directors of ETRN and the General Partner;

• all of the named executive officers and directors of ETRN as a group; and

• all of the named executive officers and directors of the General Partner as a group.

None of the named executive officers or directors of ETRN or the General Partner beneficially own any Series A Preferred Units or EQM Class B units.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, ETRN and the General Partner believe that their respective directors and executive officers listed below have sole voting and investment power with respect to the shares or units beneficially owned by them, except to the extent this power may be shared with a spouse, based on information provided by such directors and executive officers to each of ETRN and the General Partner.

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Unless indicated otherwise by footnote, the address of each person or entity named in the table is 2200 Energy Drive, Canonsburg, Pennsylvania 15317.

Name of Beneficial Owner	EQM common units(1)		Percentage of EQM common units(2)	Shares of ETRN common stock(3)		Percentage of shares of ETRN common stock(4)
Michael A. Bryson(5)		22,188	*		—	—
Kenneth M. Burke		6,239	*		69,025	*
Diana M. Charletta(6)		3,246	*		135,524	*
Robert J. Cooper		878	*		35,480	*
Thomas F. Karam(7)		—	—		802,859	*
Kirk R. Oliver(8)		—	—		58,594	*
Brian P. Pietrandrea(9)		1,178	*		8,658	*
Lara E. Washington		13,939	*		—	—
Robert F. Vagt		2,961	*		51,596	*
Vicky A. Bailey		1,000	*		44,310	*
Sarah M. Barpoulis		—	—		14,862	*
Patricia K. Collawn		—	—		8,440	*
Margaret K. Dorman		11,000	*		64,310	*
D. Mark Leland(10)		23,056	*		14,748	*
Norman J. Szydlowski		—	—		49,151	*
Stephen M. Moore		—	—		41,102	*
All ETRN directors and executive officers as a group		48,680	*		1,363,179	*
All General Partner directors and executive officers as a group		47,668	*		1,110,140	*

* Represents less than 1 percent.

(1) This column reflects the number of EQM common units held of record or owned through a bank, broker or other nominee. For Messrs. Bryson and Burke and Ms. Washington, this column also includes EQM phantom units, including accrued distributions, to be settled in EQM common units, in the following amounts: Mr. Bryson—18,013 EQM common units; Mr. Burke—6,239 EQM common units; and Ms. Washington—13,939 EQM common units.

(2) The percentage of EQM common units beneficially owned is based on 200,457,630 EQM common units outstanding as of April 27, 2020.

(3) This column reflects shares of ETRN common stock held of record or owned through a bank, broker or other nominee, including shares of ETRN common stock owned through ETRN’s 401(k) plan. For the directors on the ETRN Board, this column includes deferred stock units, including accrued dividends, to be settled in shares of ETRN common stock, and over which the directors have no voting or investment power prior to settlement, in the following amounts: Ms. Bailey—44,310 deferred stock units; Ms. Barpoulis—14,862 deferred stock units; Mr. Burke—44,310 deferred stock units; Ms. Collawn—8,440 deferred stock units; Ms. Dorman—44,310 deferred stock units; Mr. Karam—3,604 deferred stock units; Mr. Leland—14,621 deferred stock units; Mr. Szydlowski—32,452 deferred stock units; and Mr. Vagt—32,452 deferred stock units. For Mr. Szydlowski this column also includes 16,699 deferred stock units, including accrued dividends, that will be settled in shares of ETRN common stock in connection with the deferral of director fees, over which Mr. Szydlowski has sole investment but no voting power prior to settlement.

(4) The percentage of shares of ETRN common stock owned is based on 230,133,830 shares of ETRN common stock outstanding as of April 27, 2020.

(5) EQM common units beneficially owned includes 3,000 EQM common units that are held in Mrs. Bryson’s revocable trust.

(6) EQM common units beneficially owned includes 1,000 EQM common units held by Ms. Charletta’s spouse, over which Ms. Charletta has shared voting and investment power. Shares of ETRN common stock beneficially owned includes 13,249 shares of ETRN common stock owned by Ms. Charletta’s spouse, of which 69 shares of ETRN common stock are held in his 401(k) plan account.

(7) Shares of ETRN common stock beneficially owned includes 525,000 shares of ETRN common stock that are held in E.T. Associates, L.P., of which Mr. Karam shares voting and investment power.

(8) Shares of ETRN common stock beneficially owned includes 18,650 shares of ETRN common stock that are held in a trust of which Mr. Oliver is a co-trustee and in which he shares voting and investment power.

(9) EQM common units beneficially owned includes 152 EQM common units over which Mr. Pietrandrea has shared voting and investment power.

(10) Shares of ETRN common stock beneficially owned includes 127 shares of ETRN common stock owned by Energy Income Partners, of which Mr. Leland has sole voting and shared investment power.

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Security Ownership of Certain Beneficial Owners of ETRN

The following table sets forth certain information with respect to the beneficial ownership of ETRN shareholders known by ETRN to be the beneficial owner of more than 5% of the outstanding shares of ETRN common stock as of April 27, 2020 (except as noted in the footnotes below).

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities.

Name of Beneficial Owner	Shares of ETRN common stock		Percentage of shares of ETRN common stock(1)
Capital International Investors, division of Capital Research and Management Company(2)		31,207,042		13.6	%
EQT Corporation(3)		25,299,751		11.0	%
The Vanguard Group(4)		19,984,036		8.7	%
BlackRock, Inc.(5)		19,282,874		8.4	%
T Rowe Price Associates, Inc.(6)		16,026,282		7.0	%

(1) The percentage of shares of ETRN common stock beneficially owned is based on 230,133,830 shares of ETRN common stock outstanding as of April 27, 2020.

(2) Information based on Schedule 13G/A filed with the SEC on February 14, 2020, reporting that Capital International Investors has sole voting power over 29,934,534 shares of ETRN common stock and sole dispositive power over 31,207,042 shares of ETRN common stock. The principal business address of Capital International Investors is 11100 Santa Monica Boulevard, 16th Floor, Los Angeles, California 90025.

(3) Information based on Schedule 13G/A filed with the SEC on March 5, 2020 reporting that EQT has sole dispositive power over 25,299,751 shares of ETRN common stock. In connect