Early Results and Upsizing of EQM Midstream Partners, LP's Tender Offer and Consent Solicitation for Certain of its Senior Notes
EQT announced that its subsidiary, EQM Midstream Partners, has increased its tender offer maximum aggregate purchase price from $1.275 billion to $1.3 billion for its outstanding senior notes. The tender offer includes the 6.500% Notes due 2048, 5.500% Notes due 2028, 4.50% Notes due 2029, and 7.500% Notes due 2030.
As of the Early Tender Date (December 9, 2024), significant portions of each note series were tendered: 85.4% of 2048 Notes, 86.0% of 2028 Notes, 94.5% of 2029 Notes, and 76.1% of 2030 Notes. Due to oversubscription, EQM will accept notes based on Acceptance Priority Procedures with varying proration factors. The Early Settlement Date is expected to be December 30, 2024.
EQT ha annunciato che la sua filiale, EQM Midstream Partners, ha aumentato il massimo prezzo di acquisto aggregato della sua offerta pubblica di acquisto da 1,275 miliardi di dollari a 1,3 miliardi di dollari per i suoi titoli senior in circolazione. L'offerta pubblica include le Note al 6,500% in scadenza nel 2048, le Note al 5,500% in scadenza nel 2028, le Note al 4,50% in scadenza nel 2029 e le Note al 7,500% in scadenza nel 2030.
Alla Data di Anticipata Data di Offerta (9 dicembre 2024), porzioni significative di ciascun serie di note sono state presentate: l'85,4% delle note del 2048, l'86,0% delle note del 2028, il 94,5% delle note del 2029 e il 76,1% delle note del 2030. A causa della sovrascrittura, EQM accetterà le note sulla base delle Procedure di Accettazione con fattori di ripartizione variabili. La Data di Liquidazione Anticipata è prevista per il 30 dicembre 2024.
EQT anunció que su subsidiaria, EQM Midstream Partners, ha aumentado su precio máximo de compra agregado en la oferta pública de adquisición de 1,275 mil millones de dólares a 1,3 mil millones de dólares para sus notas senior en circulación. La oferta incluye las Notas al 6,500% con vencimiento en 2048, Notas al 5,500% con vencimiento en 2028, Notas al 4,50% con vencimiento en 2029 y Notas al 7,500% con vencimiento en 2030.
Hasta la Fecha de Oferta Anticipada (9 de diciembre de 2024), se presentaron porciones significativas de cada serie de notas: el 85,4% de las Notas de 2048, el 86,0% de las Notas de 2028, el 94,5% de las Notas de 2029 y el 76,1% de las Notas de 2030. Debido a la sobreadjudicación, EQM aceptará notas basadas en los Procedimientos de Prioridad de Aceptación con diferentes factores de prorrateo. Se espera que la Fecha de Liquidación Anticipada sea el 30 de diciembre de 2024.
EQT는 그 자회사인 EQM Midstream Partners가 발행된 선순위 채권에 대한 공개 매수 최대 총 구매 가격을 12억 7500만 달러에서 13억 달러로 올렸다고 발표했습니다. 공개 매수에는 2048년 만기 6.500% 채권, 2028년 만기 5.500% 채권, 2029년 만기 4.50% 채권, 2030년 만기 7.500% 채권이 포함됩니다.
조기 매수 마감일(2024년 12월 9일) 기준으로 각 채권 시리즈의 상당 부분이 매수되었습니다: 2048년 채권 85.4%, 2028년 채권 86.0%, 2029년 채권 94.5%, 2030년 채권 76.1%. 과잉 구독으로 인해 EQM은 수용 우선 절차에 따라 다양한 비율로 채권을 수락할 것입니다. 조기 결제일은 2024년 12월 30일로 예상됩니다.
EQT a annoncé que sa filiale, EQM Midstream Partners, a augmenté son prix d'achat maximum agrégé pour son offre de rachat de 1,275 milliard de dollars à 1,3 milliard de dollars pour ses obligations senior en circulation. L'offre inclut les Obligations à 6,500% arrivant à échéance en 2048, les Obligations à 5,500% arrivant à échéance en 2028, les Obligations à 4,50% arrivant à échéance en 2029 et les Obligations à 7,500% arrivant à échéance en 2030.
À la date de soumission anticipée (9 décembre 2024), des portions significatives de chaque série de notes ont été soumises : 85,4 % des notes 2048, 86,0 % des notes 2028, 94,5 % des notes 2029 et 76,1 % des notes 2030. En raison d'une sursouscription, EQM acceptera les notes selon les procédures de priorité d'acceptation avec des facteurs de répartition variables. La date de règlement anticipé est prévue pour le 30 décembre 2024.
EQT gab bekannt, dass ihre Tochtergesellschaft EQM Midstream Partners den maximalen Gesamtkaufpreis für ihr öffentliches Übernahmeangebot von 1,275 Milliarden Dollar auf 1,3 Milliarden Dollar erhöht hat, um ihre ausstehenden nachrangigen Anleihen zu erwerben. Das Übernahmeangebot umfasst die Anleihen mit 6,500% Fälligkeit 2048, 5,500% Fälligkeit 2028, 4,50% Fälligkeit 2029 und 7,500% Fälligkeit 2030.
Bis zum frühen Angebotsdatum (9. Dezember 2024) wurden erhebliche Teile jeder Anleihenserie angeboten: 85,4% der Anleihen 2048, 86,0% der Anleihen 2028, 94,5% der Anleihen 2029 und 76,1% der Anleihen 2030. Aufgrund einer Überzeichnung wird EQM Anleihen basierend auf den Annahmeprioritätsverfahren mit unterschiedlichen Quoten akzeptieren. Das frühzeitige Abrechnungsdatum wird voraussichtlich der 30. Dezember 2024 sein.
- High participation rates in tender offer with over 75% tender across all note series
- Successfully received required consents for amendments to 2028 and 2048 Notes indentures
- Oversubscription leading to proration, particularly for 2029 Notes (7.6% acceptance rate)
- Tender offer conditions, including financing condition, remain unsatisfied
Insights
EQM Midstream Partners' enhanced tender offer represents a significant debt management initiative. The upsizing to
The successful receipt of requisite consents for amending reporting covenants streamlines financial reporting through EQT rather than EQM, suggesting improved operational efficiency. The high participation rates and full acceptance of tendered 2048 and 2028 Notes demonstrate market confidence in EQT's financial strategy, though the acceptance of 2029 Notes (7.6% proration) indicates strong demand exceeding the maximum purchase price threshold.
The tender offer's structured approach with clear acceptance priority levels and proration procedures demonstrates strong compliance with securities regulations. The withdrawal rights expiration and consent solicitation process have been properly executed, with transparent disclosure of participation rates and acceptance terms.
The proposed amendments to reporting covenants, having received requisite consents, will streamline financial reporting obligations by consolidating them under EQT. This modification maintains investor protection while reducing administrative complexity. The conditional nature of the offer, including the financing condition and joint venture transaction requirements, provides appropriate risk management mechanisms for both the issuer and noteholders.
The principal amount of each series of Notes that were validly tendered (and related Consents (as defined below), as applicable, thereby validly delivered) as of 5:00 p.m.,
Title of Notes | CUSIP | Principal | Series | Acceptance | Principal | Approximate | Principal | Approximate |
26885BAE0 | N/A | 1 | 85.4 % | 100.0 % | ||||
26885BAC4 | N/A | 2 | 86.0 % | 100.0 % | ||||
26885BAK6 / U26886AC2 | N/A | 3 | 94.5 % | 7.6 % | ||||
26885BAN0 / | 4 | 76.1 % | — | N/A |
(1) | Subject to the satisfaction or waiver of the conditions to the Tender Offer described in the Offer to Purchase and Consent Solicitation Statement. | ||||||
(2) | With respect to the 2029 Notes, the proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes. | ||||||
EQM reserves the right, but is under no obligation, subject to the satisfaction or waiver of the conditions to the Tender Offer, to accept for purchase and make payment for Notes validly tendered on or prior to the Early Tender Date, at any point following the Early Tender Date and before the Expiration Date (as defined below) (such date, the "Early Settlement Date"). The Early Settlement Date, if any, will be determined at EQM's option and will be a date following the Early Tender Date on which all conditions to the Tender Offer have been satisfied or waived by EQM. The Early Settlement Date, if any, is currently expected to be December 30, 2024, assuming all conditions to the Tender Offer have been either satisfied or waived by EQM on or prior to such date.
The Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including, but not limited to, a financing condition and a condition relating to the consummation of the midstream joint venture transaction between EQM and certain of its subsidiaries and an affiliate of Blackstone Credit & Insurance, neither of which have been satisfied or waived as of the date of this news release.
Although the Tender Offer is scheduled to expire at 5:00 p.m.,
Concurrently with the Tender Offer, EQM is soliciting consents (the "Consent Solicitation") from holders of the 2028 Notes and from holders of the 2048 Notes to proposed amendments to the indenture governing the 2028 Notes and the indenture governing the 2048 Notes, respectively, that would modify the reporting covenant contained therein so that EQT would provide financial statements and other information required thereby in lieu of EQM (the "Proposed Amendments" and, such consents being solicited, the "Consents"). EQM is not soliciting any consents from holders of the 2029 Notes or holders of the 2030 Notes to amend the indentures governing such notes. As of the Early Tender Date, the Requisite Consents have been received. Accordingly, EQM intends to enter into a supplemental indenture containing the Proposed Amendments promptly following the Expiration Date, which would immediately become effective and operative upon such entry and thereafter apply to all holders of 2028 Notes and all holders of the 2048 Notes that remain outstanding.
RBC Capital Markets, LLC is acting as the Sole Dealer Manager for the Tender Offer and the Sole Solicitation Agent for the Consent Solicitation. Any persons with questions regarding the Tender Offer should contact RBC Capital Markets, LLC by calling (877) 381-2099 (toll-free) or (212) 618-7843 (collect) or emailing liability.management@rbccm.com.
The Information Agent and Tender Agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase and Consent Solicitation Statement and any related Tender Offer or Consent Solicitation materials may be obtained from Global Bondholder Services Corporation by calling (212) 430-3774 (banks and brokers, collect) or (855) 654-2015 (all others, toll-free) or by emailing contact@gbsc-usa.com.
This news release is for informational purposes only. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement, and the information in this news release is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. Further, this news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. No recommendation is made as to whether holders should tender any Notes in response to the Tender Offer (and, if applicable, deliver Consents in response to the Consent Solicitation). Holders of Notes must make their own decision as to whether to participate in the Tender Offer and, if applicable, the Consent Solicitation and, if so, the principal amount of Notes to tender.
Investor Contact
Cameron Horwitz
Managing Director, Investor Relations & Strategy
412.445.8454
Cameron.Horwitz@eqt.com
About EQT Corporation
EQT Corporation is a premier, vertically integrated American natural gas company with production and midstream operations focused in the Appalachian Basin. We are dedicated to responsibly developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day – trust, teamwork, heart, and evolution are at the center of all we do.
Cautionary Statements
This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements regarding EQM's plans and expected timing with respect to the Tender Offer and the Consent Solicitation.
These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by it. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond its control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company's ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital; the Company's hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids (NGLs) and oil; operational risks and hazards incidental to the gathering, transmission and storage of natural gas as well as unforeseen interruptions; cyber security risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and sand and water required to execute the Company's exploration and development plans, including as a result of inflationary pressures; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by the Company or its joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; the Company's ability to renew or replace expiring gathering, transmission or storage contracts at favorable rates, on a long-term basis or at all; risks relating to the Company's joint venture arrangements; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; risks related to the Company's ability to integrate the operations of Equitrans Midstream Corporation ("Equitrans Midstream") in a successful manner and in the expected time period and the possibility that any of the anticipated benefits and projected synergies of the Company's merger with Equitrans Midstream (the "Equitrans Midstream Merger") will not be realized or will not be realized within the expected time period; and disruptions to the Company's business due to recently completed or pending divestitures, acquisitions and other significant strategic transactions, including the Equitrans Midstream Merger and the pending JV Transaction. These and other risks and uncertainties are described under the "Risk Factors" section and elsewhere in EQT's Annual Report on Form 10-K for the year ended December 31, 2023, the "Risk Factors" section in EQT's subsequent Quarterly Reports on Form 10-Q and other documents EQT subsequently files from time to time with the Securities and Exchange Commission. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it.
Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
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SOURCE EQT Corporation (EQT-IR)
FAQ
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