Equitrans Midstream Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-07-22: Form 8-K; Period of report 2024-07-22; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2024-07-18: Form 8-K; Period of report 2024-07-18; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2024-07-11: Form 8-K; Period of report 2024-07-11; Description 8.01 Other Events; Details 8.01.
- 2024-07-03: Form 8-K; Period of report 2024-07-03; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-07-22 | 8-K | 2024-07-22 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the closing of the Merger, on July 22, 2024, EQM Midstream Partners, L.P., at the direction of EQT, terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under the Third Amended and Restated Credit Agreement, dated as of October 31, 2018, by and among EQM Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto (as amended, the Credit Agreement). 2.01 The disclosure set forth in the Introductory Note above is incorporated into this Item 2.01 by reference. 3.01 Prior to the completion of the Merger, Equitrans common stock was listed and traded on the New York Stock Exchange (the NYSE) under the trading symbol “ETRN.” In connection with the completion of the Merger, Equitrans requested that the NYSE withdraw the listing of Equitrans common stock from listing on the NYSE prior to the open of trading on July 22, 2024. 3.03 The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 On the Closing Date, Merger Sub merged with and into Equitrans, as a result of which Equitrans became a wholly owned subsidiary of EQT. 5.02 In accordance with the terms of the Merger Agreement, Vicky A. Bailey, Sarah M. Barpoulis, Kenneth M. Burke, Diana M. Charletta, Thomas F. Karam, D. Mark Leland, Norman J. Szydlowski and Robert F. Vagt resigned as directors of Equitrans, effective as of the Effective Time. 5.03 In connection with the consummation of the Second Merger, the limited liability company agreement of LLC Sub as in effect immediately prior to the effective time of the Second Merger was amended and restated and became the limited liability company agreement of the Surviving Company. | tm2419895d1_8k.htm |
| 2024-07-18 | 8-K | 2024-07-18 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of shareholders (the “Special Meeting”) of Equitrans Midstream Corporation (“Equitrans”) was held virtually at 9:00 a.m. 8.01 The transactions contemplated by the Merger Agreement (the “Merger”) are currently expected to be completed on July 22, 2024, subject to the satisfaction or waiver of certain closing conditions set forth in the Merger Agreement. | tm2419753d1_8k.htm |
| 2024-07-11 | 8-K | 2024-07-11 | 8.01 Other Events | 8.01 As previously announced, on March 10, 2024, Equitrans Midstream Corporation (“Equitrans”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation (“EQT”), Humpty Merger Sub Inc., an indirect wholly owned subsidiary of EQT (“Merger Sub”), and Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT (“LLC Sub”). | tm2419301d1_8k.htm |
| 2024-07-03 | 8-K | 2024-07-03 | 8.01 Other Events | 8.01 On July 3, 2024, Equitrans Midstream Corporation (Equitrans) issued a news release announcing that it has issued a notice of full redemption (the Redemption) for all issued and outstanding shares of its Series A Perpetual Convertible Preferred Shares, no par value (CUSIP: 294600-200). | tm2418798d1_8k.htm |
| 2024-06-14 | 8-K | 2024-06-14 | 8.01 Other Events | 8.01 On June 14, 2024, Mountain Valley Pipeline, LLC (the “MVP Joint Venture”) announced that following satisfaction of all applicable legal and regulatory requirements, including receipt of authorization from the Federal Energy Regulatory Commission (the “FERC”), the Mountain Valley Pipeline (the “MVP”) entered into service on June 14, 2024 and is available for interruptible or short-term firm transportation service until long-term firm capacity obligations commence on July 1, 2024. | tm2417093d1_8k.htm |
| 2024-05-23 | 8-K | 2024-05-22 | 8.01 Other Events | 8.01 As previously announced, on March 10, 2024, Equitrans Midstream Corporation (“Equitrans”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation (“EQT”), Humpty Merger Sub Inc., an indirect wholly owned subsidiary of EQT (“Merger Sub”), and Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT (“LLC Sub”). | tm2415361d1_8k.htm |
| 2024-04-30 | 8-K | 2024-04-30 | 2.02 Results of Operations and Financial Condition | 2.02 Today, Equitrans Midstream Corporation issued a news release announcing its first quarter 2024 earnings. | etrn-20240430.htm |
| 2024-04-24 | 8-K | 2024-04-23 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 At the Annual Meeting of Shareholders of Equitrans Midstream Corporation (the Company) held on April 23, 2024 (the Annual Meeting), following the approval and recommendation of the Board of Directors of the Company, the Company’s shareholders approved an amendment to the Company’s Fifth Amended and Restated Bylaws to provide for exculpation of the Company’s officers pursuant to Section 1735 of the Pennsylvania Business Corporation Law. 5.07 At the Annual Meeting, the Company’s shareholders considered five proposals, each of which is described in more detail in the Company’s Proxy Statement. | tm2412222d1_8k.htm |
| 2024-03-11 | 8-K | 2024-03-10 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 10, 2024, the Company granted one-time key talent awards to Kirk R. Oliver, Stephen M. Moore and Brian P. Pietrandrea, with a dollar value equal to $4,855,000, $4,445,000 and $1,405,000, respectively, which are subject to Company’s Long-Term Incentive Plan in effect as of immediately prior to the Closing Date and the terms and conditions set forth in the notices evidencing the Awards (the Notices). 8.01 On March 11, 2024, the Company and Parent issued a joint press release announcing the entry into the Merger Agreement. | tm247203d2_8k.htm |
| 2024-02-26 | 8-K | 2024-02-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 relating to the Indenture under the heading “Indenture and Senior Notes” is hereby incorporated into this Item 2.03 by reference. | tm247203d1_8k.htm |
| 2024-02-22 | 8-K | 2024-02-21 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On February 21, 2024, ETRN issued a press release on behalf of EQM, its wholly owned subsidiary, announcing the pricing of its previously announced Notes Offering. | tm246735d2_8k.htm |
| 2024-02-21 | 8-K | 2024-02-21 | 7.01 Regulation FD Disclosure | 7.01 On February 21, 2024, Equitrans Midstream Corporation (the Company) issued a press release on behalf of EQM Midstream Partners, LP (EQM), its wholly owned subsidiary, announcing the commencement of a private offering of senior notes (the Offering). | tm246735d1_8k.htm |
| 2024-02-20 | 8-K | 2024-02-20 | 2.02 Results of Operations and Financial Condition | 2.02 Today, Equitrans Midstream Corporation issued a news release announcing its 2023 earnings. | etrn-20240220.htm |
| 2024-01-03 | 8-K | 2024-01-03 | 8.01 Other Events | 8.01 Mountain Valley Pipeline, LLC (MVP Joint Venture) has continued to make significant forward construction progress on the Mountain Valley Pipeline (MVP) project, and, with construction ongoing, the targeted project completion remains the first quarter of 2024, at a total project cost of approximately $7.2 billion (excluding allowance for funds used during construction). | tm241831d1_8k.htm |