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Equitrans Midstream Announces Private Offering of Senior Notes

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Equitrans Midstream Corporation (ETRN) announces a private offering of $600 million in senior notes due 2029 by its subsidiary EQM Midstream Partners, LP (EQM). The proceeds will be used to repay existing debts and for general partnership purposes.
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The announcement by Equitrans Midstream Corporation about its subsidiary EQM Midstream Partners, LP's intention to offer $600 million in senior notes due 2029 signals a strategic financial move. The decision to utilize the proceeds to repay existing indebtedness, particularly under EQM's Third Amended and Restated Credit Agreement, suggests a focus on deleveraging and improving the company's balance sheet. This could potentially lead to a reduction in interest expenses and an improved debt-to-equity ratio, making the company more attractive to investors seeking stable financial health in their investments.

From a market perspective, the offering's timing and size may be influenced by current market interest rates and investor appetite for corporate debt. If the offering is successful, it may also reflect market confidence in Equitrans Midstream Corporation's financial stability and future prospects. However, the use of a private offering limits the pool of potential investors to qualified institutional buyers and non-U.S. persons, which could affect the liquidity and marketability of the notes.

The fact that the offering of the Notes is not registered under the Securities Act of 1933 and is limited to qualified institutional buyers and non-U.S. persons is significant. It indicates that Equitrans Midstream Corporation is utilizing Rule 144A and Regulation S to facilitate the offering, which are common mechanisms for private placements that allow issuers to raise capital more quickly than through a public offering. However, this also means that the securities will be subject to transfer restrictions, potentially impacting their liquidity.

It's important for investors to understand that such private offerings, while expedient for the issuer, carry different risks and protections compared to public offerings. The absence of a public registration means less disclosure and transparency for investors, which could be a factor in their risk assessment.

The strategic decision by EQM to issue senior notes and the subsequent use of proceeds to pay down debt can be seen as an effort to optimize the company's capital structure. This move might be indicative of the company's broader strategy to streamline operations and focus on core business efficiencies. In the context of the energy sector and midstream companies, managing long-term debt is crucial, especially given the volatility in energy prices and the capital-intensive nature of the industry.

Analysts and investors will be closely monitoring the outcome of this offering to gauge market sentiment towards the midstream sector and Equitrans Midstream Corporation's creditworthiness. The success of the note offering could also serve as a bellwether for other companies considering similar debt financing strategies.

CANONSBURG, Pa.--(BUSINESS WIRE)-- Equitrans Midstream Corporation (NYSE: ETRN) today announced that its wholly owned subsidiary, EQM Midstream Partners, LP (EQM), intends to offer, subject to market conditions, $600 million in aggregate principal amount of senior notes due 2029 (the Notes) in a private offering. EQM intends to use the net proceeds from the offering of the Notes to repay certain of its 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.

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 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, 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 ticker symbol of Equitrans Midstream Corporation?

ETRN

What is the purpose of the $600 million senior notes offering by EQM?

The offering aims to repay certain outstanding debts under EQM's credit agreement and for general partnership purposes.

Are the Notes being offered registered under the Securities Act of 1933?

No, the offering of the Notes has not been registered under the Securities Act of 1933.

Who are the intended buyers of the Notes?

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

Is this news release a solicitation to buy the Notes?

No, this news release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities.

What cautionary statement is included in the news release?

The news release contains a cautionary statement regarding forward-looking information disclosures.

Equitrans Midstream Corporation

NYSE:ETRN

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Oil & Gas Midstream
Natural Gas Transmission
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United States of America
CANONSBURG