8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  November 30, 2018 (November 29, 2018)

EQGP Holdings, LP

(Exact name of registrant as specified in its charter)

Delaware	001-37380	30-0855134
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania	15222
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (412) 395-2688

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01.Regulation FD.

The information set forth in Item 8.01 is incorporated herein by reference.

On November 30, 2018, Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), issued a press release related to the execution of the Unit Purchase Agreements (as defined below), the potential exercise of the Limited Call Right (as defined below) and the Proposed IDR Transaction (as defined below), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is not an offer to sell or exchange, or solicitation of an offer to buy, any securities, or a solicitation of consents with respect to any securities.

The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of ETRN’s filings under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 8.01.Other Events.

ETRN directly and indirectly holds (A) an approximate 91.3% limited partner interest and the entire non-economic general partner interest in EQGP Holdings, LP, a Delaware limited partnership (EQGP), which holds (i) 21,811,643 common units of EQM Midstream Partners, LP, Delaware limited partnership (EQM), representing an approximate 17.9% limited partner interest in EQM, (ii) 1,443,015 EQM general partner units, representing an approximate 1.2% general partner interest in EQM, and (iii) all of the incentive distribution rights in EQM; and (B) 15,433,812 EQM common units, representing an approximate 12.7% limited partner interest in EQM.

Unit Purchases

On November 29, 2018, ETRN entered into multiple Unit Purchase Agreements (the Unit Purchase Agreements) with funds managed by Neuberger Berman Investment Adviser LP, funds managed by Goldman Sachs Asset Management, L.P., funds managed by Cushing Asset Management, LP, funds managed by Kayne Anderson Capital Advisors, L.P., and ZP Energy Fund, L.P. (collectively, the Selling Unitholders), pursuant to which ETRN agreed to purchase an aggregate of 12,763,292 common units (EQGP Common Units) representing limited partner interests in EQGP, for a purchase price of $20.00 per EQGP Common Unit (the Purchase Price), or $255,265,840 in the aggregate (such transactions, the Unit Purchases).

The Unit Purchases are expected to close at 9:00 a.m., Eastern Time, on December 31, 2018, unless ETRN delivers written notice to a Selling Unitholder no later than one calendar day prior to December 31, 2018 specifying a later date (which later date is no more than 30 days following December 31, 2018). Following the closing of all of the Unit Purchases, ETRN will own approximately 288,772,058 EQGP Common Units, representing approximately 95.5% of the outstanding EQGP Common Units based on 302,470,474 EQGP Common Units outstanding on the date hereof.

The Unit Purchase Agreements contain customary representations, warranties, covenants and conditions. In addition, each party to a Unit Purchase Agreement must indemnify the counterparty for any breaches of such party’s representations or warranties or any breaches or failures to fulfill any covenant of such party.

Limited Call Right

Following the closing of a sufficient number of the Unit Purchases that would result in ETRN and its affiliates owning more than 95% of the outstanding EQGP Common Units, ETRN intends to purchase any and all remaining outstanding EQGP Common Units (other than EQGP Common Units owned by ETRN and its affiliates,

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including those acquired in the Unit Purchases) pursuant to the exercise of the limited call right (the Limited Call Right) provided for in Section 15.1(a) of the Second Amended and Restated Agreement of Limited Partnership of EQGP, dated as of October 12, 2018 (as may be amended from time to time, the EQGP Partnership Agreement), at a price per EQGP Common Unit not less than the Purchase Price. After giving effect to the exercise of the Limited Call Right, ETRN and its affiliates will own all the outstanding EQGP Common Units. If one or more Closings do not occur such that ETRN and its affiliates do not own more than 95% of the outstanding EQGP Common Units, ETRN may not be able to exercise the Limited Call Right. For purposes of calculating the number of EQGP Common Units owned by ETRN and its affiliates, directors and officers of ETRN and EQGP are deemed not to be “affiliates.”

Debt Commitment Letter

On November 28, 2018, ETRN entered into a commitment letter (the Debt Commitment Letter) with Goldman Sachs Bank USA, Guggenheim Securities, LLC (collectively, the Arrangers) and certain financing sources party thereto (Goldman Sachs Bank USA and such financing sources, the Commitment Parties) pursuant to which the Commitment Parties have committed to provide ETRN with a senior secured term loan B facility of up to an aggregate principal amount of $650 million (the Term Facility).  The Term Facility will be available to ETRN to finance, among other things, the Unit Purchases, the exercise of the Limited Call Right and the payment of associated fees and expenses, subject to customary conditions contained in the Debt Commitment Letter, including, without limitation, (a) the execution and delivery of definitive documentation, (b) the substantially concurrent consummation of the Unit Purchases and (c) since November 12, 2018, there not occurring a material adverse effect on the business, operations or financial condition of ETRN and its subsidiaries, taken as a whole.

Proposed IDR Transaction

On November 30, 2018, ETRN made a proposal to the board of directors of EQM Midstream Services, LLC, a Delaware limited liability company (the EQM General Partner) and the general partner of EQM, conditioned upon completion of the Limited Call Right such that EQGP is a wholly-owned subsidiary of ETRN, pursuant to which to ETRN would exchange the incentive distribution rights (IDRs) and general partner units in EQM that it holds, directly or indirectly, for (a) newly-issued common units (EQM Common Units) representing limited partner interests in EQM and newly-issued payment-in-kind units (EQM PIK Units) representing limited partner interests in EQM, and (b) a non-economic general partner interest in EQM (the Proposed IDR Transaction).  The Proposed IDR Transaction would be accomplished by merging a subsidiary of EQM with and into EQGP, with EQGP surviving as a wholly-owned subsidiary of EQM.  In the merger, (i) ETRN’s noneconomic general partner interest in EQGP would be exchanged for the noneconomic general partner interest in EQM, (ii) ETRN’s economic interests in EQGP would be exchanged for a combination of EQM Common Units and EQM PIK Units and (iii) the incentive distribution rights and economic general partner interest in EQM held by EQGP would be cancelled. The aggregate number of EQM Common Units and EQM PIK Units issued by EQM in the Proposed IDR Transaction would be 95 million.

The EQM PIK Units would be a new class of units identical to EQM Common Units in all respects except that distributions on the EQM PIK Units would be paid through the issuance of additional EQM PIK Units. The EQM PIK Units would automatically convert into newly-issued EQM Common Units on a one-for-one basis (subject to adjustments for any unit split or combination or other similar transaction) at a date to be determined. The Proposed IDR Transaction is subject to negotiation with the board of directors of EQM or its conflicts committee and there can be no assurances that the Proposed IDR Transaction is completed on the terms set forth herein or at all.

ADDITIONAL INFORMATION

As of the date of this Current Report on Form 8-K, ETRN has not acquired the EQGP Common Units subject to the Unit Purchase Agreements and has not exercised the Limited Call Right. However, the execution of the Unit Purchase Agreements may be deemed to constitute a step towards one or more transactions that may constitute a “Rule 13e-3 transaction” under the rules and regulations of the Securities and Exchange Commission (the SEC) pursuant to the Exchange Act. Accordingly, ETRN filed a Transaction Statement on Schedule 13E-3 with the SEC on November 30, 2018. No Unit Purchases will occur until at least 30 days after the filing of such

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Transaction Statement on Schedule 13E-3 in order to satisfy the requirements of Rule 13e-3 and the Transaction Statement on Schedule 13E-3.

CAUTIONARY STATEMENTS

Disclosures in this Current Report on Form 8-K contain certain forward-looking statements within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act. 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 Current Report on Form 8-K specifically include the expected exercise of the Limited Call Right and closing of the Unit Purchases; the ability to execute the Proposed IDR Transaction; the expected terms of the Proposed IDR Transaction; and the expected timing of closing the transactions. These 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. EQGP has based these forward-looking statements on current expectations and assumptions about future events. While EQGP 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 EQGP’s control. The risks and uncertainties that may affect the operations, performance and results of EQGP’s business and forward-looking statements include, but are not limited to, those risks discussed in ETRN’s Registration Statement on Form 10 and ETRN’s, EQGP’s and EQM’s other filings with the SEC.

Any forward-looking statement speaks only as of the date on which such statement is made and EQGP does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

EXHIBIT NUMBER	DESCRIPTION
99.1	News release, dated November 30, 2018

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EQGP HOLDINGS, LP
	By:	EQGP Services, LLC,
		its general partner
Date: November 30, 2018	By:	/s/ Kirk R. Oliver
		Name:	Kirk R. Oliver
		Title:	Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Equitrans Midstream to Acquire 100% Ownership of EQGP

through Negotiated Purchases and Limited Call Right

Commencement of Structure Simplification Plans, Including Elimination of IDRs

PITTSBURGH, PA (November 30, 2018) — Equitrans Midstream Corporation (NYSE: ETRN) today announced that it has entered into definitive purchase agreements with certain unitholders of EQGP Holdings, LP (NYSE: EQGP) to acquire limited partner interests in EQGP (EQGP Common Units) for $20.00 per unit in cash (Private Purchases), which is a 17.5% premium to the EQGP closing market price as of November 29, 2018. The Private Purchases are expected to close on or about December 31, 2018, after which ETRN and its affiliates will own more than 95% of the outstanding EQGP Common Units.

Upon closing of the Private Purchases, ETRN intends to exercise the Limited Call Right under EQGP’s partnership agreement to acquire all remaining EQGP Common Units not then owned by ETRN and its affiliates. If the Limited Call Right is exercised, the remaining holders of EQGP Common Units will receive at least the same cash price per unit that will be paid in the Private Purchases. The Limited Call Right is expected to close in January 2019 and will be a taxable transaction for EQGP unitholders.

ETRN intends to use the cash proceeds from a newly issued Term Loan B to finance the Private Purchases and the purchases pursuant to the Limited Call Right. ETRN has secured committed financing in support of these purchases.

ETRN also announced that it has made a proposal to EQM Midstream Partners, LP (NYSE: EQM) for the exchange of its incentive distribution rights (IDR) and the economic general partner interest in EQM for 95 million units in EQM and a non-economic general partner interest in EQM, subject to the closing of the Private Purchases and completion of the Limited Call Right (Proposed IDR Transaction). ETRN expects that a portion of the units received will be in the form of Payment-In-Kind Units (PIK Units). The PIK Units would receive distributions in the form of additional PIK Units and would convert on a one-to-one basis into common units representing limited partner interests in EQM at a date to be determined. Final terms of the Proposed IDR Transaction are subject to negotiation with the board of directors of EQM’s general partner or its conflicts committee (EQM Conflicts Committee), and assuming an agreement is reached, ETRN expects that the Proposed IDR Transaction would close in the first quarter of 2019.

Upon completion of the Private Purchases, the Limited Call Right, and the Proposed IDR Transaction, ETRN will have accomplished a full simplification of EQGP and EQM, resulting in a projected 61% ownership of EQM. Additionally, EQM will be the only publicly traded partnership under ETRN and is expected to benefit from the elimination of the IDR burden, as well as stronger coverage and balance sheet metrics.

“Today’s announcement demonstrates our commitment to addressing the IDR overhang in a timely manner and executing transactions that provide significant benefits for all stakeholders,” said Thomas F. Karam, chief executive officer of ETRN, EQGP, and EQM. “Executing on these transactions clears the way for a stable EQM, with 6% to 8% annual distribution growth; and is a strong, strategic starting point for ETRN to grow the annual dividend over the long-term by 8% to 10%.”

EQM Highlights

·The proposed transactions would not result in a distribution cut for EQM unitholders

·Targeting 6% — 8% annual distribution growth beginning in 2019

·2019 distribution coverage in excess of 1.0x

·Long-term distribution coverage target in excess of 1.2x beginning in 2020

·Long-term debt to EBITDA target of 3.5x — 4.0x beginning in 2020

·PIK Units will provide balance sheet and coverage support

·Improves cost of capital

·No equity issuance is required to fund capital projects for the next several years

·Reduces corporate overhead associated with the elimination of a publicly traded entity

Approvals

ETRN expects that the EQM Conflicts Committee will review the Proposed IDR Transaction. Unitholder voting is not required in connection with the Private Purchases, the exercise of the Limited Call Right, or the Proposed IDR Transaction.

Advisors

Guggenheim Securities, LLC and Goldman Sachs & Co. LLC acted as financial advisors to ETRN. Both advisors also provided committed financing in support of the Private Purchases and the exercise of the Limited Call Right. Baker Botts L.L.P. acted as legal counsel to ETRN.

About Equitrans Midstream Corporation

Equitrans Midstream Corporation (ETRN) has a premier asset footprint in the Appalachian Basin and is one of the largest natural gas gatherers in the United States. With a rich 135-year history in the energy industry, ETRN was launched as a standalone company in 2018 and, through its subsidiaries, has an operational focus on gas gathering systems, transmission and storage systems, and water services assets that support natural gas producers across the Basin. ETRN is helping to meet America’s growing need for clean-burning energy and strives to provide a rewarding workplace and enrich the communities where its employees live and work. ETRN owns the general partner interest and a 91.3% limited partner interest in EQGP Holdings, LP (NYSE: EQGP) and a 12.7% limited partner interest in EQM Midstream Partners, LP (NYSE: EQM). EQGP owns the general partner interest, all of the incentive distribution rights, and a 17.9% limited partner interest in EQM.

For more information on Equitrans Midstream Corporation, visit www.equitransmidstream.com

About EQM Midstream Partners

EQM Midstream Partners, LP (EQM) is a growth-oriented limited partnership formed to own, operate, acquire, and develop midstream assets in the Appalachian Basin. As the third largest gatherer of natural gas in the United States, EQM provides midstream services to producers, utilities, and other customers through its strategically located natural gas transmission, storage, and gathering systems, and water services to support energy development and production in the Marcellus and Utica regions. EQM owns approximately 950 miles of FERC-regulated interstate pipelines and approximately 2,130 miles of high- and low-pressure gathering lines.

For more information on EQM Midstream Partners, LP, visit www.eqm-midstreampartners.com

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About EQGP Holdings

EQGP Holdings, LP (EQGP) is a limited partnership that owns the general partner interest, all of the incentive distribution rights, and a portion of the limited partner interests in EQM Midstream Partners, LP. Equitrans Midstream Corporation owns the general partner interest and a 91.3% limited partner interest in EQGP.

For more information on EQGP Holdings, LP, visit www.eqm-midstreampartners.com

Cautionary Statements

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 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 the expected exercise of the Limited Call Right and closing of the Private Purchases, the Limited Call Right, and the Proposed IDR Transaction; the expectations regarding the review by the EQM conflicts committee of the Proposed IDR Transaction; whether the transactions will provide stability and enhanced long-term growth for ETRN and EQM equity holders; the benefits of PIK Units; the expected growth rates for ETRN dividends and EQM distributions; liquidity and financing requirements, including funding sources and availability; projected coverage ratio and leverage; and the expected terms of the Proposed IDR Transaction and ultimate EQM ownership by ETRN. These 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 has based these forward-looking statements on current expectations and assumptions about future events. While ETRN 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 ETRN’s control. The risks and uncertainties that may affect the operations, performance and results of ETRN’s business and forward-looking statements include, but are not limited to, those risks discussed in ETRN’s Registration Statement on Form 10 and other filings with the Securities and Exchange Commission.

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, whether as a result of new information, future events or otherwise.

Information in this news release regarding EQGP and its subsidiaries, including EQM, is derived from publicly available information published by the partnerships.

Analyst/Investor inquiries:

Nate Tetlow

Vice President, Corporate Development and Investor Relations

412-553-5834

ntetlow@equitransmidstream.com

Media inquiries:

Natalie A. Cox

Director, Corporate Communications

412-395-3941

ncox@equitransmidstream.com

NON-GAAP DISCLOSURES

As used in this news release, EBITDA means net income attributable to EQM plus net interest expense, depreciation, amortization of intangible assets, payments on EQM’s preferred interest in EQT Energy Supply, LLC (Preferred Interest), non-cash long-term compensation expense and transaction costs less equity income, AFUDC - equity and adjusted EBITDA of assets prior to acquisition. Adjusted EBITDA is a non-GAAP supplemental financial measure that management and external users of ETRN’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess:

·EQM’s operating performance as compared to other publicly traded partnerships in the midstream energy industry without regard to historical cost basis or financing methods;

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·the ability of EQM’s assets to generate sufficient cash flow to make distributions to EQM unitholders, including EQGP and ETRN;

·EQM’s ability to incur and service debt and fund capital expenditures; and

·the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

ETRN believes that EQM adjusted EBITDA provides useful information to investors in assessing ETRN’s results of operations and financial condition. EQM adjusted EBITDA should not be considered as an alternative to EQM net income, operating income or any other measure of financial performance presented in accordance with GAAP. EQM adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income. Additionally, because EQM adjusted EBITDA may be defined differently by other companies in its industry, ETRN’s definition of EQM adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measures.

Source: Equitrans Midstream Corporation

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