EQT said that, through subsidiaries including EQM Midstream Partners, LP (EQM), it entered into a Contribution Agreement on November 22, 2024 with an affiliate of Blackstone Credit & Insurance to form a new midstream joint venture. Under the agreement, EQM will contribute its Series A Membership Interests in Mountain Valley Pipeline, LLC, certain FERC-regulated transmission and storage assets, and the Hammerhead pipeline system in exchange for 364,285,715 Class A Units.

1. 01

   EQT said that, through subsidiaries including EQM Midstream Partners, LP (EQM), it entered into a Contribution Agreement on November 22, 2024 with an affiliate of Blackstone Credit & Insurance to form a new midstream joint venture. Under the agreement, EQM will contribute its Series A Membership Interests in Mountain Valley Pipeline, LLC, certain FERC-regulated transmission and storage assets, and the Hammerhead pipeline system in exchange for 364,285,715 Class A Units.

2. 02

   The company said the Blackstone affiliate, JV Investor, will contribute $3.5 billion in cash (net of certain transaction fees and expenses) in exchange for 350,000,000 Class B Units. Closing is subject to customary conditions, including expiration or termination of the HSR waiting period. Either the EQM Contributors or JV Investor may terminate the agreement if closing has not occurred by March 22, 2025, though that date may be extended under certain HSR-related circumstances but no later than June 20, 2025.

3. 03

   The company said that before the Base Return, which is an unlevered internal rate of return of 7.875% on the issuance price of each Class B Unit, is achieved, Class A holders will receive 40% of distributions and Class B holders will receive 60%. After the Base Return is achieved, Class A holders will receive 100% of distributions until the 8th anniversary of closing, and from the 8th anniversary onward Class A holders will receive 95% and Class B holders 5%.

4. 04

   The company said EQM received a debt commitment letter from Royal Bank of Canada for a new senior unsecured bridge term loan facility of $2.3 billion. EQM expects to use borrowings under the facility to fund the redemption and repurchase of certain of its senior notes. At closing, a portion of JV Investor's cash contribution is expected to be used to fully repay the bridge borrowings, with the remainder distributed to EQM and/or its subsidiaries or affiliates.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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