0001104659-19-000552.txt : 20190103 0001104659-19-000552.hdr.sgml : 20190103 20190103171035 ACCESSION NUMBER: 0001104659-19-000552 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190103 DATE AS OF CHANGE: 20190103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Midstream Holdings, LLC CENTRAL INDEX KEY: 0001757014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37380 FILM NUMBER: 19506811 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Gathering Holdings, LLC CENTRAL INDEX KEY: 0001607404 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37380 FILM NUMBER: 19506813 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT Gathering Holdings, LLC DATE OF NAME CHANGE: 20140507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Equitrans Midstream Corp CENTRAL INDEX KEY: 0001747009 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37380 FILM NUMBER: 19506814 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT Midstream SpinCo, Inc. DATE OF NAME CHANGE: 20180717 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQGP Holdings, LP CENTRAL INDEX KEY: 0001632933 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 300855134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-395-2688 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EQT GP Holdings, LP DATE OF NAME CHANGE: 20150205 4 1 a4.xml 4 X0306 4 2018-12-31 0 0001632933 EQGP Holdings, LP EQGP 0001747009 Equitrans Midstream Corp 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 0001607404 Equitrans Gathering Holdings, LLC 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 0001757014 Equitrans Midstream Holdings, LLC 625 LIBERTY AVENUE, SUITE 2000 PITTSBURGH PA 15222 0 0 1 0 Common Units representing limited partner interests 2018-12-31 4 P 0 15364421 20.00 A 291373187 I See footnotes This Form 4 with respect to ownership of common units (Common Units) representing limited partner interests in EQGP Holdings, LP (the Issuer) is jointly filed by (i) Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), (ii) Equitrans Midstream Holdings, LLC, a Delaware limited liability company (EMH), and (iii) Equitrans Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings, and together with ETRN and EMH, the Reporting Persons). Beneficial ownership of the Common Units reported herein was acquired by the Reporting Persons pursuant to written agreements (the Unit Purchase Agreements) with (i) funds managed by Neuberger Berman Investment Adviser LP, pursuant to which ETRN acquired 5,842,704 Common Units for $20.00 per Common Unit (the Purchase Price), (ii) funds managed by Goldman Sachs Asset Management, L.P., pursuant to which ETRN acquired 1,865,020 Common Units for the Purchase Price, (iii) funds managed by Cushing Asset Management LP, pursuant to which ETRN acquired 920,130 Common Units for the Purchase Price, (iv) funds managed by Kayne Anderson Capital Advisors, L.P., pursuant to which ETRN acquired 1,363,974 Common Units for the Purchase Price, and (v) ZP Energy Fund, L.P., pursuant to which ETRN acquired 5,372,593 Common Units for the Purchase Price. The transactions contemplated by the Unit Purchase Agreements were completed on December 31, 2018 (the Initial Closing) with respect to an aggregate of 14,560,281 Common Units and on January 2, 2019 and January 3, 2019 (the Additional Closings) with respect to an aggregate of 804,140 Common Units. On January 2, 2019, ETRN contributed the Common Units acquired at the Initial Closing to Gathering Holdings as a contribution to capital. On January 3, 2019, ETRN contributed the Common Units acquired at the Additional Closings to Gathering Holdings as a contribution to capital. ETRN is the sole member of EMH and Gathering Holdings. Gathering Holdings is the sole stockholder of EQM GP Corporation, a Delaware corporation (GP Corporation). Gathering Holdings is the record and beneficial owner of 254,813,421 Common Units, which represent approximately 84.2% of the outstanding Common Units, and as the sole stockholder of GP Corporation, Gathering Holdings may be deemed to beneficially own an additional 266,000 Common Units, which represent approximately 0.1% of the outstanding Common Units, beneficially owned by GP Corporation. EMH is the record and beneficial owner of 36,293,766 Common Units, which represent approximately 12.0% of the outstanding Common Units. As the sole member of EMH and Gathering Holdings, ETRN may be deemed to beneficially own the 36,293,766 Common Units beneficially owned by EMH and the 255,079,421 Common Units beneficially owned by Gathering Holdings, which in the aggregate represent approximately 96.3% of the outstanding Common Units. /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Midstream Corporation 2019-01-03 /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Gathering Holdings, LLC 2019-01-03 /s/ Kirk R. Oliver, Senior Vice President and Chief Financial Officer of Equitrans Midstream Holdings, LLC 2019-01-03