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The Midstream Joint Venture Transaction
12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
The Midstream Joint Venture Transaction The Midstream Joint Venture Transaction
On September 24, 2024, the Company formed PipeBox LLC (the Midstream Joint Venture) as a wholly-owned subsidiary of EQM. On November 22, 2024, EQM entered into a contribution agreement (the Contribution Agreement) with an affiliate of Blackstone Credit & Insurance (the BXCI Affiliate).

On December 30, 2024, pursuant to the Contribution Agreement, EQM and certain of its affiliates contributed to the Midstream Joint Venture the following assets in exchange for 364,285,715 Class A Units in the Midstream Joint Venture: (i) EQM's ownership interest in the MVP (via EQM's Series A ownership interest in the MVP Joint Venture), (ii) EQM's regulated transmission and storage assets (including those owned by Equitrans, L.P.), and (iii) EQM's Hammerhead Pipeline System (a 1.6 Bcf per day gathering header pipeline designed to connect natural gas produced in Pennsylvania and West Virginia to the MVP, Texas Eastern Transmission and Eastern Gas Transmission). In addition, pursuant to the Contribution Agreement, on December 30, 2024, the BXCI Affiliate contributed to the Midstream Joint Venture $3.5 billion of cash, net of certain transaction fees and expenses, in exchange for a noncontrolling equity interest of 350,000,000 Class B Units in the Midstream Joint Venture (such contributions by EQM and the BXCI Affiliate, collectively, the Midstream Joint Venture Transaction).

The Midstream Joint Venture Transaction was accounted for as a sale of interest in a subsidiary without a loss of control. The Company recorded a $3.5 billion increase in noncontrolling interest in consolidated subsidiaries and a $77.5 million decrease to common shareholders' equity, inclusive of transaction-related expenses incurred by the Company and a $13.3 million deferred tax asset.

In addition, on December 30, 2024, EQT (solely for the limited purposes set forth therein), EQM, the BXCI Affiliate and the Midstream Joint Venture entered into an amended and restated limited liability company agreement of the Midstream Joint Venture (the JV Agreement). The JV Agreement provides for, among other things, quarterly distributions of available cash flow to the Midstream Joint Venture's unitholders, of which EQM, as Class A Unitholder, will receive 40% and the BXCI Affiliate, as Class B Unitholder, will receive 60% until the Base Return (as defined in the JV Agreement) has been achieved. After the Base Return has been achieved and until the 8th anniversary of the closing of the Midstream Joint Venture Transaction of December 30, 2024, 100% of the Midstream Joint Venture's distributions, including in a liquidation or sale of the Midstream Joint Venture, will be distributed to EQM as Class A Unitholder and zero percent will be distributed to the BXCI Affiliate as Class B Unitholder; after the Base Return has been achieved and from the 8th anniversary of December 30, 2024 and thereafter, no less than 95% of the Midstream Joint Venture's distributions, including in a liquidation or sale of the Midstream Joint Venture, will be distributed to EQM as Class A Unitholder, and up to 5% of the Midstream Joint Venture's distributions will be distributed to the BXCI Affiliate as Class B Unitholder (with specific distribution percentages determined based on the BXCI Affiliate's ownership of Class B Units as of the time of such distribution).
Based on the governing provisions of the JV Agreement, EQT's management determined that the allocation of income between the Company and the BXCI Affiliate should be based on the change in the investors claim on the Midstream Joint Venture's book value. Under this method, the Company recognizes net income/loss attributable to the noncontrolling interest based on changes to the amount that each member would hypothetically receive at each balance sheet date under the JV Agreement's liquidation provisions, assuming that the net assets of the Midstream Joint Venture were liquidated at the recorded amounts, after taking into account any capital transactions between the Company and the BXCI Affiliate.

The Company used the proceeds from the Midstream Joint Venture Transaction to repay outstanding borrowings, and interest thereon, under the Bridge Credit Facility (defined in Note 10) and the Term Loan Facility and a portion of outstanding borrowings under EQT's revolving credit facility as well as to pay certain transaction fees and expenses related to the Midstream Joint Venture Transaction and other related transactions. See Note 10.
Investments in Unconsolidated Entities
Equity Method Investments

The Company applies the equity method of accounting to its investments in entities that the Company does not have the power to direct the activities that most significantly affect those entities' economic performance but does have the ability to exercise significant influence over. The Company's pro-rata share of income/loss from the Company's equity method investments is recorded in (income) loss from investments in the Statements of Consolidated Operations.

The table below summarizes the Company's equity method investments.
December 31, 2024December 31, 2023
Ownership InterestCarrying ValueOwnership InterestCarrying Value
(Thousands)(Thousands)
MVP Joint Venture (a):
The MVP (b)49.3 %$3,469,438 — %$— 
MVP Southgate47.2 %65,292 — %— 
Total MVP Joint Venture3,534,730 — 
Laurel Mountain Midstream, LLC (c)31 %28,757 31 %39,923 
WATT Fuel Cell Corporation (d)15.63 %14,533 15.43 %16,700 
Yellowbird Energy LLC (e)50 %6,135 — %— 
Total$3,584,155 $56,623 

(a)Mountain Valley Pipeline, LLC (the MVP Joint Venture) is a Delaware series limited liability company joint venture formed among (i) with respect to Series A, an affiliate of EQT and affiliates of each of NextEra Energy, Inc., Consolidated Edison, Inc., AltaGas Ltd. and RGC Resources, Inc. for purposes of constructing, owning and operating the MVP and (ii) with respect to Series B, a wholly-owned subsidiary of EQT and affiliates of NextEra Energy, Inc., AltaGas Ltd. and RGC Resources, Inc. for purposes of constructing, owning and operating MVP Southgate.
(b)As discussed in Note 8, upon the completion of the Midstream Joint Venture Transaction, the Company contributed its interest in the MVP (via its Series A ownership interest in the MVP Joint Venture) to the Midstream Joint Venture.
(c)Laurel Mountain Midstream, LLC is a natural gas gathering and processing joint venture formed among the Company, Williams Companies Inc. and certain other energy companies.
(d)Watt Fuel Cell Corporation is a developer and manufacturer of solid oxide fuel cell systems that operate on common, readily available fuels such as natural gas and propane.
(e)Yellowbird Energy LLC is a joint venture formed in 2024 between a subsidiary of EQT and a third-party investor.
The MVP. The MVP is a 303-mile long, 42-inch diameter natural gas interstate pipeline with a total capacity of 2.0 Bcf per day that spans from the Company's transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. Following receipt of authorization from the Federal Energy Regulatory Commission (the FERC), the MVP entered into service on June 14, 2024 and became available for interruptible or short-term firm transportation service. On July 1, 2024, the MVP commenced long-term firm capacity obligations. A wholly-owned subsidiary of EQM is the operator of the MVP.

Estimated total project cost of the MVP is approximately $8.1 billion, including contingency and excluding AFUDC during construction. Of this amount, $142.8 million was contributed by the Company following the completion of the Equitrans Midstream Merger.

The Company has a negative basis difference between the carrying value of its equity method investment in the MVP and its proportionate share of the MVP's net assets (composed of fixed assets). The basis difference is accreted over the useful life of the fixed assets, with accretion expense presented in (income) loss from investments in the Company's Statement of Consolidated Operations. As of December 31, 2024, the basis difference, net of accretion, was $1.3 billion.
For the year ended December 31, 2024, the Company's Series A ownership interest (with respect to the MVP) in the MVP Joint Venture was significant as defined by the SEC's Regulation S-X Rule 1-02(w). Accordingly, pursuant to Regulation S-X Rule 4-08(g), the following table presents summarized financial information of the MVP Joint Venture in relation to the MVP for the period beginning on July 22, 2024 and ending December 31, 2024 and as of December 31, 2024.
 July 22, 2024 to
December 31, 2024
(Thousands)
Operating revenues$247,360 
Operating income$126,202 
Net income$129,773 
December 31, 2024
(Thousands)
Current assets$204,028 
Noncurrent assets9,535,975 
Total assets$9,740,003 
Current liabilities$69,303 
Noncurrent liabilities1,514 
Total liabilities70,817 
Members' equity9,669,186 
Total liabilities and members' equity$9,740,003 
MVP Southgate. MVP Southgate is a contemplated interstate pipeline that was approved by the FERC. The pipeline was initially designed to extend approximately 75 miles from the MVP in Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina using 24-inch and 16-inch diameter pipe.

In December 2023, the MVP Joint Venture entered into precedent agreements with Public Service Company of North Carolina, Inc. and Duke Energy Carolinas, LLC. The precedent agreements contemplate a modified project and, among other things, describe certain conditions precedent to the parties' respective obligations regarding MVP Southgate. As modified, the natural gas interstate pipeline would extend approximately 31 miles from the terminus of the MVP in Pittsylvania County, Virginia to planned new delivery points in Rockingham County, North Carolina using 30-inch diameter pipe and have a targeted capacity of 550,000 dekatherms per day. The proposed 31-mile route passes through a portion of the Southern Virginia Mega Site at Berry Hill, which is one of the largest business parks on the East Coast.
On February 3, 2025, the MVP Joint Venture filed an application with the FERC seeking to amend its existing Certificate of Public Convenience and Necessity to reflect the amended project. The Company expects a wholly-owned subsidiary of EQM to operate MVP Southgate upon its completion, which is targeted for June 2028. MVP Southgate is estimated to have a total cost of approximately $370 million to $430 million, excluding AFUDC and certain costs incurred for purposes of the originally certificated project, of which the Company will fund its proportionate share through capital contributions to the MVP Joint Venture.

Pursuant to the MVP Joint Venture's limited liability company agreement and upon the closing of the Equitrans Midstream Merger, the Company is obligated to provide performance assurances with respect to MVP Southgate that may take the form of a guarantee from EQM (provided that, in accordance with the requirements of the MVP Joint Venture's limited liability company agreement, EQM's debt is assigned an investment grade credit rating), a letter of credit or cash collateral. Upon receipt of the FERC's initial release to begin construction of MVP Southgate, the Company will be obligated to provide performance assurance in an amount equal to 33% of its share of MVP Southgate's remaining capital commitments under the applicable construction budget.

Investments in Equity Securities

The Company accounts for its investments in entities that the Company does not have the ability to exercise significant influence over as an investment in equity security. Changes in the fair value of the Company's investments in equity securities are recorded in (income) loss from investments and dividends received on the Company's investments in equity securities are recorded in other income in the Statements of Consolidated Operations.

The Investment Fund. As of December 31, 2024, the Company held an investment in a fund (the Investment Fund) that invests in companies that develop technology and operating solutions for exploration and production companies. As of December 31, 2024 and 2023, the fair value of the Company's investment in the Investment Fund was $33.2 million and $36.1 million, respectively, and was presented in investments in unconsolidated entities in the Consolidated Balance Sheets. The Company computes the fair value of the Company's investment in the Investment Fund using, as a practical expedient, the net asset value provided in the financial statements received from fund managers.

Equitrans Midstream. Prior to the Company's sale of all of its then-owned shares of Equitrans Midstream common stock in 2022, the Company accounted for its investment in Equitrans Midstream as an investment in equity security.