0001104659-19-004594.txt : 20190131 0001104659-19-004594.hdr.sgml : 20190131 20190131063024 ACCESSION NUMBER: 0001104659-19-004594 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190131 DATE AS OF CHANGE: 20190131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Equitrans Midstream Corp CENTRAL INDEX KEY: 0001747009 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 830516635 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90801 FILM NUMBER: 19553597 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 COMPANY: FORMER CONFORMED NAME: EQT Midstream SpinCo, Inc. DATE OF NAME CHANGE: 20180717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQT Corp CENTRAL INDEX KEY: 0000033213 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250464690 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125535700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EQT Corp /PA/ DATE OF NAME CHANGE: 20090206 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE RESOURCES INC /PA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE GAS CO DATE OF NAME CHANGE: 19841120 SC 13G 1 a19-3656_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Equitrans Midstream Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

294600 101

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.  

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 294600 101

 

 

1

Name of Reporting Person
EQT Corporation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Pennsylvania

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0 (See Note 1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
50,599,503

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
50,599,503

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
19.9% (See Note 2)

 

 

12

Type of Reporting Person
CO

 

Note 1:  On November 12, 2018, EQT Corporation (the Reporting Person) completed the spin-off of Equitrans Midstream Corporation (the Company) through the distribution of approximately 80.1% of the outstanding shares of common stock, no par value, of the Company (Company Common Stock) to the Reporting Person’s shareholders (the Distribution).  Immediately following the Distribution, the Reporting Person owned 50,599,503 shares of Company Common Stock, or approximately 19.9% of the shares of Company Common Stock outstanding as of such time.  In connection with the Distribution, the Reporting Person and the Company entered into a Shareholder and Registration Rights Agreement, dated as of November 12, 2018, pursuant to which the Reporting Person granted to the Company a proxy to vote the shares of Company Common Stock owned by the Reporting Person immediately after the Distribution in proportion to the votes cast by the Company’s other shareholders.  As a result, the Reporting Person does not exercise voting power over any of the shares of Company Common Stock that it beneficially owns.

 

Note 2:  The denominator for this calculation is based on 254,269,000 shares of Company Common Stock outstanding as of November 30, 2018, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018.

 

2

 

Item 1(a):

Name of Issuer:
Equitrans Midstream Corporation

Item 1(b):

Address of Issuer’s Principal Executive Offices:
625 Liberty Avenue, Suite 2000, Pittsburgh, PA 15222

 

Item 2(a):

Name of Person Filing:
EQT Corporation

Item 2(b):

Address of Principal Business Office or, if none, Residence:
625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222

Item 2(c):

Citizenship:
Pennsylvania

Item 2(d):

Title of Class of Securities:
Common stock, no par value

Item 2(e):

CUSIP Number:
294600 101

 

Item 3:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

If filing as a non-U.S. institution in accordance with Rule 240.13(d)-1(b)(1)(ii)(J), please specify the type of institution:

 

3

 

Item 4:

Ownership:

Explanatory Note:  Prior to November 12, 2018, the Company was a wholly owned subsidiary of the Reporting Person.  On November 12, 2018, the Reporting Person completed the spin-off of the Company through the distribution of approximately 80.1% of the outstanding shares of Company Common Stock to the Reporting Person’s shareholders.  Immediately following the Distribution, the Reporting Person beneficially owned 50,599,503 shares of Company Common Stock, or approximately 19.9% of the shares of Company Common Stock outstanding as of such time.

Item 4(a)

Amount beneficially owned:   

50,599,503 shares of Company Common Stock.

Item 4(b)

Percent of class:   

19.9%.  The percent of class is based on a denominator of 254,269,000 shares of Company Common Stock outstanding as of November 30, 2018, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018.

Item 4(c)

Number of shares of which such person has:

 

 

 

(i)

Sole power to vote or direct the vote:   

0.

 

In connection with the Distribution, the Reporting Person and the Company entered into a Shareholder and Registration Rights Agreement, dated as of November 12, 2018, pursuant to which the Reporting Person granted to the Company a proxy to vote the shares of Company Common Stock owned by the Reporting Person immediately after the Distribution in proportion to the votes cast by the Company’s other shareholders.  As a result, the Reporting Person does not exercise voting power over any of the shares of Company Common Stock that it beneficially owns.

 

 

(ii)

Shared power to vote or direct the vote:    

0.

 

 

(iii)

Sole power to dispose or direct the disposition of:   

50,599,503.

 

 

(iv)

Shared power to dispose or direct the disposition of:   

0.

 

Item 5:

Ownership of Five Percent or Less of a Class:

Not applicable.

 

Item 6:

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

Item 8:

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9:

Notice of Dissolution of a Group:

Not applicable.

 

4

 

Item 10:

Certifications:

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: January 31, 2019

 

 

 

EQT CORPORATION

 

 

 

 

 

 

By:

/s/ Jimmi Sue Smith

 

 

Name:

Jimmi Sue Smith

 

 

Title:

Senior Vice President and Chief Financial Officer

 

5