Equitrans Midstream to merge with EQT Corporation; ETRN shareholders to receive 0.3504 EQT shares per share

Equitrans Midstream Corp

Each ETRN common share converts to 0.3504 EQT shares; preferred shares treated per redemption provisions.
Merger requires approvals from ETRN and EQT shareholders, regulatory clearance under HSR Act, and FERC authorization for Mountain Valley Pipeline.
Termination fees: ETRN pays $191M; EQT pays $545M (or $176M) under certain circumstances.
EQT to issue shares via Form S-4; three Equitrans representatives to join EQT board after close.
One-time awards for CFOs Moore, Oliver, Pietrandrea total ~$10.7M, payable in EQT shares at closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

Equitrans Midstream Corp entered into Agreement and Plan of Merger with EQT Corporation, Humpty Merger Sub Inc., Humpty Merger Sub LLC (effective 2024-03-10).

Action: entry
Agreement: merger
Counterparty: EQT Corporation, Humpty Merger Sub Inc., Humpty Merger Sub LLC
Effective: 2024-03-10

Exact text from the filing

On March 10, 2024, Equitrans Midstream Corporation, a Pennsylvania corporation (the Company), EQT Corporation, a Pennsylvania corporation (Parent), Humpty Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Humpty Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (LLC Sub and, together with Merger Sub, Merger Subs), entered into an Agreement and Plan of Merger (the Merger Agreement)

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Source: SEC EDGAR

accession 0001104659-24-032682

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