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Equitrans Midstream Announces Pricing of Private Offering of Senior Notes

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Equitrans Midstream Corporation (ETRN) announces pricing of $600 million senior notes offering by its subsidiary EQM Midstream Partners, LP. The Notes will be used to repay outstanding debt and for general partnership purposes.
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The recent announcement by Equitrans Midstream Corporation regarding the pricing of a $600 million senior notes offering at 6.375% due in 2029 is a significant financial move. This action is indicative of the company's strategy to manage its debt profile. The decision to issue these notes at par shows confidence in the stability and demand for the company's debt instruments among qualified institutional buyers. However, the high-interest rate compared to current treasury yields suggests a premium is being paid by Equitrans for the risk investors are taking on, likely reflecting the company's credit rating and market perception.

Investors and analysts should note that the use of proceeds to repay existing debt can be a positive signal, as it may improve the company's debt-to-equity ratio and potentially lower interest expenses in the long term. Nevertheless, the impact on the company's financial health will depend on the terms of the existing debt and the potential savings from lower interest payments. In the short term, the transaction is likely to be neutral to slightly positive for the stock, as it does not directly affect the company's operations but could improve financial ratios and reduce future refinancing risk.

From a legal perspective, the offering of the senior notes is noteworthy due to its structure and compliance with securities regulations. The notes have not been registered under the Securities Act of 1933, as amended, which implies that they are being offered through exemptions that limit their sale to qualified institutional buyers and non-U.S. persons. This approach is commonly used in private placements to streamline the issuance process and avoid the more comprehensive disclosure requirements of a public offering.

It is critical for investors to understand that the restrictions on the sale of these securities mean that there is a more limited secondary market, which can affect liquidity and pricing. The reliance on Rule 144A and Regulation S for the sale of these notes indicates that Equitrans is targeting a specific investor base that is capable of evaluating and bearing the investment risk without the need for the same level of public disclosure as a registered offering.

Examining the broader market implications, the issuance of senior notes by Equitrans Midstream Corporation reflects ongoing trends in the energy sector, where companies often rely on debt financing to manage capital-intensive projects and operations. The interest rate set for these notes is a barometer of the risk perceived by the market and can be compared against offerings by similar companies in the midstream oil and gas industry.

In terms of market dynamics, the appetite for such debt offerings provides insight into investor confidence in the energy sector and the creditworthiness of companies like Equitrans. A successful closing of this offering could signal to the market that there is robust demand for energy sector debt, which may encourage similar transactions by other firms. Conversely, any difficulties in closing could reflect market hesitations about the sector or the company's financial position, potentially influencing the stock's performance and investor sentiment.

CANONSBURG, Pa.--(BUSINESS WIRE)-- Equitrans Midstream Corporation (NYSE: ETRN) (ETRN) today announced that its wholly owned subsidiary, EQM Midstream Partners, LP (EQM), has priced an offering of $600 million in aggregate principal amount of its 6.375% senior notes due 2029 (the Notes). The Notes will be issued at a price of par. EQM intends to use the net proceeds from the offering of the Notes to repay certain outstanding indebtedness, including borrowings under EQM’s Third Amended and Restated Credit Agreement, dated as of October 31, 2018, as amended, and for general partnership purposes. Subject to the satisfaction of customary closing conditions, the offering is expected to close on February 26, 2024.

The offering of the Notes has not been registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws and, unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

This news release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. This news release is not a notice of redemption for any of the existing notes.

Cautionary Statement Regarding Forward-Looking Information

Disclosures in this news release contain 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. Statements that do not relate strictly to historical or current facts are forward-looking. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of ETRN, as well as assumptions made by, and information currently available to, such management. Words such as “aim,” “anticipate,” “approximate,” “aspire,” “assume,” “believe,” “budget,” “continue,” “could,” “design,” “estimate,” “expect,” “focused,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “opportunity,” “outlook,” “plan,” “position,” “potential,” “predict,” “project,” “pursue,” “scheduled,” “seek,” “should,” “strategy,” “strive,” “target,” “view,” “will,” or “would” and similar expressions are used to identify forward-looking statements. These statements are subject to various risks and uncertainties, many of which are outside of ETRN’s and EQM’s control. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements relating to the anticipated closing of the offering, including the expected timing thereof and the anticipated source and use of proceeds therefrom, as applicable. 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. ETRN and EQM have based these forward-looking statements on current expectations and assumptions about future events. While ETRN and EQM consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, judicial, construction and other risks and uncertainties, many of which are difficult to predict and are beyond ETRN’s and EQM’s control. The risks and uncertainties that may affect the operations, performance and results of ETRN’s and EQM’s business and forward-looking statements include, but are not limited to, those set forth in ETRN’s publicly filed reports with the Securities and Exchange Commission (the SEC), including those set forth under Item 1A, “Risk Factors” of ETRN’s Annual Report on Form 10-K for the year ended December 31, 2023 and ETRN’s subsequent filings.

Any forward-looking statement speaks only as of the date on which such statement is made, and ETRN does not intend to correct or update any forward-looking statement, unless required by securities laws, whether as a result of new information, future events or otherwise. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Analyst/Investor inquiries:

Anthony DeFabio – Treasurer and Director, Investor Relations

412.518.7193

adefabio@equitransmidstream.com

Media inquiries:

Natalie A. Cox — Vice President, Communications and Corporate Affairs

ncox@equitransmidstream.com

Source: Equitrans Midstream Corporation

FAQ

What is the purpose of the $600 million senior notes offering by EQM Midstream Partners, LP (EQM)?

The offering is intended to repay certain outstanding indebtedness, including borrowings under EQM's Third Amended and Restated Credit Agreement, and for general partnership purposes.

When is the expected closing date of the Notes offering?

The offering is expected to close on February 26, 2024, subject to customary closing conditions.

Under which regulations are the Notes being offered?

The Notes are being offered to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S.

Equitrans Midstream Corporation

NYSE:ETRN

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Oil & Gas Midstream
Natural Gas Transmission
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CANONSBURG