Item 1.01 Entry Into a Material Definitive Agreement.
Intercompany Loan Agreement
Equitrans Midstream Corporation (ETRN) accepted a term loan (the Intercompany
Loan) in the stated principal amount of $650.0 million from EQM Midstream
Partners, LP (EQM), a subsidiary of ETRN, under the terms of that certain Loan
Agreement, dated as of March 3, 2020 (the Intercompany Loan Agreement), by and
between EQM, as lender, and ETRN, as borrower. The Intercompany Loan has a
maturity date of March 3, 2023, but may be accelerated upon ETRN's failure to
pay interest and other obligations as they become due under the Intercompany
Loan Agreement and other events of default thereunder. Interest on the
Intercompany Loan accrues and is payable semi-annually in arrears starting in
September 2020 at an interest rate of 7.0% per annum, subject to an additional
2.0% per annum during the occurrence and continuance of certain events of
default. The Intercompany Loan Agreement is a general unsecured, senior
obligation of ETRN and contains certain representations and covenants, including
a limitation on indebtedness, subject to certain exceptions enumerated therein.
ETRN may prepay the loans thereunder in whole or in part at any time without
premium or penalty. Loans prepaid may not be reborrowed.
The Conflicts Committee (the EQM Conflicts Committee) of the Board of Directors
(the EQM Board) of EQGP Services, LLC (the EQM General Partner), by unanimous
vote, (i) determined that entering into the Intercompany Loan Agreement is in
the best interests of EQM, its subsidiaries and the holders of outstanding EQM
common units (other than ETRN or its subsidiaries), (ii) approved entering into
the Intercompany Loan Agreement (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), and (iii) recommended that the EQM
Board approve entering into the Intercompany Loan Agreement.
The EQM Board, by unanimous vote, (i) determined that entering into the
Intercompany Loan Agreement is in the best interests of EQM and its subsidiaries
and the holders of outstanding EQM common units, and (ii) approved entering into
the Intercompany Loan Agreement.
The Intercompany Loan Agreement is attached as Exhibit 10.1 to this Current
Report and incorporated into this Item 1.01 by reference. The foregoing summary
has been included to provide investors and security holders with information
regarding the terms of the Intercompany Loan Agreement and is qualified in its
entirety by the terms and conditions of the Intercompany Loan Agreement. It is
not intended to provide any other factual information about EQM, ETRN or their
respective subsidiaries and affiliates.
Item 8.01. Other Events.
Share Purchase Agreement
On March 5, 2020, ETRN completed (i) its purchase of 4,769,496 shares (the Cash
Shares) of ETRN common stock, no par value (ETRN common stock) from EQT
Corporation (EQT) in exchange for approximately $46 million in cash, (ii) its
purchase of 20,530,256 shares of ETRN common stock from EQT in exchange for a
promissory note (the Rate Relief Note) representing approximately $196 million
in aggregate principal amount, and (iii) its payment to EQT of cash in the
amount of approximately $7 million (the Cash Amount). ETRN used borrowings under
the Intercompany Loan to fund the purchase of the Cash Shares and to pay the
Cash Amount in addition to other uses of proceeds. After giving effect to the
foregoing transactions, EQT owns, directly or indirectly, 25,299,751 shares of
ETRN common stock.
The interest rate for the Rate Relief Note is fixed at 7.0% per annum and
interest payments are due semi-annually in arrears commencing on the earlier of
(i) March 31, 2022 and (ii) the in-service date of the Mountain Valley Pipeline.
The Rate Relief Note matures on February 29, 2024. The holder of the Rate Relief
Note may accelerate amounts payable under the Rate Relief Note upon ETRN's
failure to pay debts as they become due and other events of default. ETRN may
prepay the Rate Relief Note in whole or in part at any time without premium or
penalty.
Also on March 5, 2020, EQM was assigned the Rate Relief Note as consideration
for certain commercial terms, including potential reductions in gathering fees,
contemplated in that certain Gas Gathering and Compression Agreement, dated as
of February 26, 2020, by and between EQM Gathering Opco, LLC, a wholly owned
subsidiary of EQM, EQT, EQT Production Company, Rice Drilling B LLC and EQT
Energy, LLC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Loan Agreement, dated as of March 3, 2020, by and between EQM
Midstream Partners, LP and Equitrans Midstream Corporation
104 Cover Page Interactive Data File-the cover page XBRL tags are
embedded within the Inline XBRL document
© Edgar Online, source Glimpses