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): October 3, 2023

Equitrans Midstream Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-38629	83-0516635
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 Energy Drive Canonsburg, Pennsylvania	15317
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (724) 271-7600

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	ETRN	New York Stock Exchange

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 ¨

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. ¨

Item 7.01. Regulation FD Disclosure.

Mountain Valley Pipeline

On October 3, 2023, Mountain Valley Pipeline, LLC issued a news release relating to the entry into a Consent Agreement with the Pipeline and Hazardous Materials Safety Administration (PHMSA), which Consent Agreement resolves the Notice of Proposed Safety Order relating to the Mountain Valley Pipeline (MVP) project issued by the PHMSA on August 11, 2023, to Equitrans Midstream Corporation, the operator of the MVP. A copy of the news release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K (this Current Report) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Information

Disclosures in this Current Report, including the news release attached hereto, 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. Words such as "anticipate," "estimate," "could," "would," "will," "may," "assume," "aspire," "design," "potential," "focused," "forecast," "approximate," "opportunity," "objective," "expect," "project," "intend," "plan," "aim," "believe," "target," "outlook," "seek," "strive," "view," "continue," "goal," "guidance," "strategy," "scheduled," "position," "pursue," "predict," "budget"  and similar expressions are used to identify forward-looking statements. These statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Without limiting the generality of the foregoing, forward-looking statements specifically include expectations regarding the impact of the terms of the Consent Agreement on total MVP project cost and schedule and the ability to meet or exceed applicable regulations. 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. The Company has based these forward-looking statements on current expectations and assumptions about future events. While the Company considers 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 the Company’s control, including risks and uncertainties, such as the results of testing and evaluations, that may arise from the actual implementation of terms of the Consent Agreement. The risks and uncertainties that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth in the Company’s publicly filed reports with the Securities and Exchange Commission (the SEC), including those set forth under Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC, as updated by the Company’s subsequent filings. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company 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.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	News Release of Mountain Valley Pipeline, LLC, dated October 3, 2023.
104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL. Document.

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.

	EQUITRANS MIDSTREAM CORPORATION
Date: October 3, 2023	By:	/s/ Kirk R. Oliver
	Name:	Kirk R. Oliver
	Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1 

  

Operator of MVP Enters Into Consent Agreement with PHMSA

Providing Transparency to Reassure Public Confidence and Reinforce MVP Integrity

Canonsburg, PA (October 3, 2023) – On Tuesday, October 3, 2023, the Pipeline and Hazardous Materials Safety Administration (PHMSA) issued a Consent Order incorporating the terms of a Consent Agreement entered into by PHMSA and Equitrans Midstream as the operator of the Mountain Valley Pipeline (MVP) project. The product of a successful informal consultation between PHMSA and Equitrans, the Consent Agreement resolves the Notice of Proposed Safety Order (NOPSO) that PHMSA issued to Equitrans on August 11, 2023, for the MVP project.

In accordance with the terms of the Agreement, Equitrans and Mountain Valley Pipeline, LLC (Mountain Valley) agree with PHMSA that transparently outlining the steps being taken by the MVP project team to responsibly complete construction is of critical importance and will reinforce public confidence in the safe operation of the pipeline. The terms of the Consent Agreement are not expected to have a material impact on the total project cost or schedule.

"The terms of this Consent Agreement are directly aligned with Equitrans’ core values, which include continually striving to go above and beyond regulatory compliance requirements,” said Diana Charletta, Equitrans’ president and chief operating officer. “Importantly, the Agreement outlines actions that are designed to reassure the public of MVP’s integrity and demonstrates our commitment to safe, responsible construction and in-service operations. Safety has been, and will remain, MVP’s top priority, and we are committed to meeting or exceeding all applicable regulations to ensure the safety of our communities, employees, contractors, and assets.”

Key Safety Highlights of the Consent Agreement Include:

· Enhancing MVP’s existing coating, remediation, and inspection processes by:

o Authorizing KTA-Tator, Inc. (KTA), a well-established engineering firm with expertise in the evaluation of protective coatings for numerous applications, to serve as the independent, third-party party pipeline coating expert

o Accepting KTA’s endorsement of MVP’s pipeline coating procedures and authorizing MVP to continue implementing those procedures throughout the project’s remaining construction phase

o Authorizing KTA to continue conducting a comprehensive field audit of MVP’s pipeline coating activities, including the deployment of multiple inspectors to observe ongoing coating assessment and remediation and the performance of adhesion testing at each spread

· Accelerating MVP’s previously planned series of inline inspections to verify the integrity of the pipeline

· Accelerating the regulatory timeline for conducting comprehensive cathodic protection surveys

In accordance with the project's comprehensive pipeline integrity program, previously approved by federal and state agencies, the MVP project team has been proactive in its approach to pipeline safety and integrity. Mountain Valley will continue to work closely with PHMSA and other regulators to maintain its high standards of safety and environmental stewardship as the project enters its final construction phase.

About Mountain Valley Pipeline

The Mountain Valley Pipeline (MVP) is a proposed underground, interstate natural gas pipeline system that spans approximately 303 miles from northwestern West Virginia to southern Virginia. Subject to regulatory oversight by the Federal Energy Regulatory Commission, the MVP will be constructed and owned by Mountain Valley Pipeline, LLC, Series A – a joint venture of Equitrans Midstream Corporation; NextEra Capital Holdings, Inc.; Con Edison Transmission, Inc.; WGL Midstream MVP LLC; and RGC Midstream, LLC. The MVP was designed to transport clean-burning natural gas from the prolific Marcellus and Utica shale regions to the growing demand markets in the Mid-Atlantic and Southeast areas of the United States. Equitrans Midstream, primary interest owner, will operate the pipeline. From planning and development to construction and in-service operations – MVP is dedicated to the safety of its communities, employees, and contractors, and to the preservation and protection of the environment. Visit www.mountainvalleypipeline.info

Media inquiries:

Natalie Cox – VP, Communications and Corporate Affairs / ncox@equitransmidstream.com

Source: Equitrans Midstream Corporation

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Cover	Oct. 03, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 03, 2023
Entity File Number	001-38629
Entity Registrant Name	Equitrans Midstream Corporation
Entity Central Index Key	0001747009
Entity Tax Identification Number	83-0516635
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	2200 Energy Drive
Entity Address, City or Town	Canonsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15317
City Area Code	724
Local Phone Number	271-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	ETRN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false