RICE MIDSTREAM PARTNERS LP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-07-23: Form 8-K; Period of report 2018-07-23; 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.
- 2018-07-20: Form 8-K; Period of report 2018-07-20; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2018-04-26: Form 8-K; Period of report 2018-04-25; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
- 2018-03-20: Form 8-K; Period of report 2018-03-14; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-07-23 | 8-K | 2018-07-23 | 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 On July 23, 2018, in connection with the completion of the Merger, the Amended and Restated Employee Secondment Agreement, dated as of November 13, 2017, by and among EQT, EQT RE, LLC and RMP was terminated. 2.01 At the effective time of the Merger (the Effective Time), (i) each common unit representing a limited partner interest in RMP (each, an RMP Common Unit) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.3319 common units representing limited partner interests in EQM (the EQM Common Units) (the Merger Consideration), (ii) the issued and outstanding incentive distributions rights of RMP were cancelled and (iii) each outstanding award of phantom units in respect of RMP Common Units fully vested and converted into the right to receive the Merger Consideration, less applicable tax withholding, in respect of each RMP Common Unit subject thereto. 3.01 In connection with the consummation of the Merger, RMP notified the New York Stock Exchange (the NYSE) that trading in RMP Common Units should be suspended and the listing of RMP Common Units on the NYSE should be terminated. 3.03 Pursuant to the Merger Agreement, on July 23, 2018, (i) each outstanding RMP Common Unit was converted into the right to receive the Merger Consideration and (ii) each outstanding award of phantom units in respect of RMP Common Units fully vested and converted into the right to receive the Merger Consideration, less applicable tax withholding, in respect of each RMP Common Unit subject thereto. 5.01 A change of control of RMP occurred on July 23, 2018 upon the filing of the certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and into RMP, with RMP continuing to exist as a Delaware limited partnership. 5.03 On July 23, 2018, the Amended and Restated Agreement of Limited Partnership of RMP was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K, and as so amended and restated became the agreement of limited partnership of the Surviving Entity. | a18-17370_18k.htm |
| 2018-07-20 | 8-K | 2018-07-20 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On July 20, 2018, Rice Midstream Partners LP (RMP) held a special meeting of unitholders (the Special Meeting) to consider a proposal to approve the Agreement and Plan of Merger, dated as of April 25, 2018 (the Merger Agreement), by and among EQT Midstream Partners, LP (EQM), EQT Midstream Services, LLC, the general partner of EQM, EQM Acquisition Sub, LLC, a wholly owned subsidiary of EQM, EQM GP Acquisition Sub, LLC, a wholly owned subsidiary of EQM, RMP, Rice Midstream Management LLC, the general partner of RMP, and, solely for purposes of certain provisions therein, EQT Corporation (EQT) (the Merger Proposal). 8.01 On July 20, 2018, EQM and RMP issued a joint news release announcing the results of the Special Meeting. | a18-17367_18k.htm |
| 2018-04-26 | 8-K | 2018-04-25 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On April 25, 2018, Rice Midstream Partners LP, a Delaware limited partnership (RMP) and a subsidiary of EQT Corporation (EQT), entered into an Agreement and Plan of Merger (the Merger Agreement) with Rice Midstream Management LLC, a Delaware limited liability company and the general partner of RMP (the RMP General Partner), EQT Midstream Partners, LP, a Delaware limited partnership and subsidiary of EQT (EQM), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (the EQM General Partner), EQM Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EQM (GP Merger Sub), and, solely for purposes of certain provisions therein, EQT. 7.01 On April 26, 2018, EQM, EQGP and RMP issued a joint news release announcing their entry into the Merger Agreement, the RMP IDR Purchase Agreement (as defined below) and the Drop-Down Agreement, as applicable. 8.01 On April 25, 2018, EQT, Rice Midstream Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of EQT (together with EQT, the EQT Parties), EQM and EQM Gathering Holdings, LLC (EQM Gathering), a Delaware limited liability company and wholly owned subsidiary of EQM (together with EQM, the EQM Parties), entered into a Contribution and Sale Agreement (the Drop-Down Agreement) pursuant to which the EQM Parties or their subsidiaries will acquire from the EQT Parties all of the EQT Parties’ interests in (i) Rice West Virginia Midstream LLC and Rice Olympus Midstream LLC and (ii) Strike Force Midstream Holdings LLC (Strike Force Holdings) in exchange for (A) an aggregate of 5,889,282 EQM Common Units and (B) aggregate cash consideration of $1.15 billion (each respective transaction described in the preceding clauses (i) and (ii) a Drop-Down Transaction, and collectively, the Drop-Down Transactions). | a18-12209_18k.htm |
| 2018-03-20 | 8-K | 2018-03-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 15, 2018, EQT Corporation announced that, effective March 14, 2018, Steven T. Schlotterbeck resigned his positions with Rice Midstream Management LLC, the general partner (the RMP General Partner) of Rice Midstream Partners LP (RMP). | a18-8581_18k.htm |
| 2017-12-08 | 8-K | 2017-12-07 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On December 7, 2017, Rice Midstream Management LLC, the general partner (the RMP General Partner) of Rice Midstream Partners LP (RMP), entered into Amendment No. 1 (the Amendment) to the Amended and Restated Agreement of Limited Partnership of RMP, dated as of December 22, 2014, in response to certain changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 relating to partnership audit and adjustment procedures. | a17-27954_18k.htm |
| 2017-11-14 | 8-K | 2017-11-13 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 On November 13, 2017, EQT Corporation (EQT) and Rice Energy Inc. (Rice) consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 19, 2017 (as amended, the Merger Agreement), by and among EQT, Rice and Eagle Merger Sub I, Inc., an indirect wholly owned subsidiary of EQT (Merger Sub). 5.01 Prior to the effective time of the Initial Merger (the Effective Time), Rice beneficially owned, indirectly through Rice Energy Operating LLC (REO), 3,623 common units representing limited partner interests in RMP (the RMP Common Units), 28,753,623 subordinated units representing limited partner interests in RMP (the RMP Subordinated Units) and all of the incentive distribution rights of RMP (the RMP IDRs). 5.02 On November 13, 2017, following the consummation of the Mergers, RMH, the sole member of the RMP General Partner, increased the size of the Board of Directors of the RMP General Partner (the Board) from seven members to nine members, and Daniel J. Rice IV, Robert R. Wingo and Daniel J. Rice III stepped down from their respective positions as Directors of the RMP General Partner. | a17-26446_18k.htm |
| 2017-11-02 | 8-K | 2017-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2017, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended September 30, 2017. | d482911d8k.htm |
| 2017-08-03 | 8-K | 2017-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 On August 2, 2017, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended June 30, 2017. | d434454d8k.htm |
| 2017-06-21 | 8-K | 2017-06-19 | 5.01 Changes in Control of Registrant | 5.01 On June 19, 2017, Rice Energy Inc., a Delaware corporation (“Rice”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation, a Pennsylvania corporation (“EQT”), and Eagle Merger Sub I, Inc., a Delaware corporation and indirect wholly owned subsidiary of EQT (“Merger Sub”), pursuant to which EQT will acquire Rice in exchange for a combination of shares of EQT common stock, no par value, and cash. | d416732d8k.htm |
| 2017-05-03 | 8-K | 2017-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2017, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended March 31, 2017. | d391625d8k.htm |
| 2017-02-23 | 8-K | 2017-02-22 | 2.02 Results of Operations and Financial Condition | 2.02 On February 22, 2017, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter and year ended December 31, 2016. | d352958d8k.htm |
| 2017-02-02 | 8-K | 2017-01-30 | 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 5.05 As part of its regular review of the corporate governance policies of Rice Midstream Partners LP (the “Partnership”), the board of directors of Rice Midstream Management LLC, the general partner of the Partnership, adopted and approved amendments to the Partnership’s Code of Business Conduct and Ethics (the “Code”) on January 30, 2017. | d276094d8k.htm |
| 2016-12-02 | 8-K | 2016-12-02 | 8.01 Other Events | 8.01 Included in this filing as Exhibit 99.1 is the unaudited pro forma combined financial information described in Item 9.01(a) below. | d304924d8k.htm |
| 2016-11-03 | 8-K | 2016-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2016, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended September 30, 2016. | d286519d8k.htm |
| 2016-10-28 | 8-K | 2016-10-28 | 8.01 Other Events | 8.01 Included in this filing as Exhibit 99.1 are the audited combined financial statements of the Vista Gathering Assets for the periods described in Item 9.01(a) below, the notes related thereto and the Report of Independent Registered Public Accounting Firm, and included in this filing as Exhibit 99.2 are the unaudited combined financial statements of the Vista Gathering Assets for the periods described in Item 9.01(a) below and the notes related thereto. | d268542d8k.htm |
| 2016-10-25 | 8-K | 2016-10-19 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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. 2.01 The disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. 2.03 The disclosure set forth under Item 1.01 above is incorporated in this Item 2.03 by reference. | d276320d8k.htm |
| 2016-10-11 | 8-K | 2016-10-07 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The relevant information regarding the issuance of the Common Units set forth under Item 1.01 is incorporated in its entirety herein by reference. | d268605d8k.htm |
| 2016-10-03 | 8-K | 2016-09-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information regarding the Private Placement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | d183368d8k.htm |
| 2016-09-30 | 8-K | 2016-09-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d265962d8k.htm |
| 2016-08-04 | 8-K | 2016-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2016, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended June 30, 2016. | d233142d8k.htm |
| 2016-06-13 | 8-K | 2016-06-07 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On June 7, 2016 the Partnership issued press releases announcing the launch and pricing of the Offering. | d202060d8k.htm |
| 2016-05-09 | 8-K | 2016-05-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d137548d8k.htm |
| 2016-05-05 | 8-K | 2016-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2016, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended March 31, 2016. | d189544d8k.htm |
| 2016-03-18 | 8-K | 2016-03-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 16, 2016, Stephanie C. Hildebrandt was appointed as a director of the board of directors (the “Board”) of Rice Midstream Management LLC, the general partner of the Partnership (the “General Partner”), effective immediately. | d167640d8k.htm |
| 2016-02-24 | 8-K | 2016-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2016, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter and year ended December 31, 2015. | d116601d8k.htm |
| 2016-01-15 | 8-K | 2016-01-13 | 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 under Item 1.01 concerning the First Amendment is incorporated herein by reference. | d119068d8k.htm |
| 2015-11-13 | 8-K | 2015-11-13 | 8.01 Other Events | 8.01 On November 4, 2015, Rice Midstream Partners LP (the “Partnership”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Partnership and Rice Energy Inc. (“Rice”). | rmp8-kxnovember132015.htm |
| 2015-11-05 | 8-K | 2015-11-04 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 On November 5, 2015, the Partnership announced its results for the quarter ended September 30, 2015. 3.02 The information regarding the Private Placement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 7.01 On November 5, 2015, the Partnership issued a press release announcing the Transaction and the Private Placement. | d89328d8k.htm |
| 2015-08-06 | 8-K | 2015-08-03 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On August 6, 2015, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended June 30, 2015. 5.02 On August 3, 2015, James H. Lytal was appointed as a director of the board of directors (the “Board”) of Rice Midstream Management LLC, the general partner of the Partnership (the “General Partner”), effective immediately. | d45748d8k.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2015, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended March 31, 2015. | d924934d8k.htm |
| 2015-03-12 | 8-K | 2015-03-12 | 2.02 Results of Operations and Financial Condition | 2.02 On March 12, 2015, Rice Midstream Partners LP (the “Partnership”) announced its results for the quarter ended December 31, 2014. | d887839d8k.htm |
| 2014-12-22 | 8-K | 2014-12-16 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 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; 8.01 Other Events | 1.01 On December 16, 2014, Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Partnership, Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Rice Energy Inc., a Delaware corporation (“Rice Energy”), Rice Midstream Holdings LLC, a Delaware limited liability company (“Rice Midstream Holdings”), and Barclays Capital Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to the offer and sale of the Partnership’s common units representing limited partner interests in the Partnership (the “Common Units”). 2.01 The description of the Contribution Agreement provided above under Item 1.01 is incorporated in this Item 2.01 by reference. 3.02 The description in Item 2.01 above of the issuances of Common Units and Subordinated Units by the Partnership to Rice Midstream Holdings on December 22, 2014 in connection with the consummation of the transactions pursuant to the Contribution Agreement is incorporated herein by reference. 5.02 On December 16, 2014, D. Mark Leland was appointed to the board of directors of the General Partner (the “Board”), the general partner of the Partnership. 5.03 On December 22, 2014, in connection with the closing of the Offering, the General Partner entered into the Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) with Rice Midstream Holdings. 8.01 In connection with the Offering, the Board adopted the Rice Midstream Partners LP 2014 Long-Term Incentive Plan, or the LTIP, effective immediately prior to the effectiveness of the Registration Statement. | d841102d8k.htm |