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Subsequent Event
6 Months Ended
Jun. 30, 2013
Subsequent Event  
Subsequent Event

M.      Subsequent Event

 

On July 15, 2013, the Company and Sunrise entered into an Agreement and Plan of Merger (Merger Agreement) with the Partnership and Equitrans. Effective July 22, 2013, Sunrise merged with and into Equitrans, with Equitrans continuing as the surviving company. The Company received total consideration of $540 million consisting of a $507.5 million cash payment, 479,184 Partnership common units and 267,942 Partnership general partner units, which common and general partner units were valued at $32.5 million. Prior to the merger, Sunrise entered into a precedent agreement with a third party for firm transportation service over a twenty-year term. If a transportation agreement pursuant to this precedent agreement becomes effective on its current terms by December 31, 2014, the Partnership will make an additional payment of $110 million to EQT. The transportation agreement is subject to review by regulatory authorities, which is expected to be completed by year-end 2013. The Partnership will also pay EQT additional consideration in the event certain other transportation agreements on the Sunrise system become effective prior to December 31, 2014.

 

On July 22, 2013, the Partnership completed an underwritten public offering of 12,650,000 common units, which included the full exercise of the underwriters’ over-allotment option, representing limited partner interests in the Partnership. Net proceeds from the offering were used to finance the cash consideration paid to the Company in connection with the Merger. Following the offering and the closing of the Merger, the Company retained a 44.6% equity interest in the Partnership, which includes 3,443,902 common units, 17,339,718 subordinated units and a 2% general partner interest. The Partnership received net proceeds of $529 million from the offering, after deducting the underwriters’ discount and estimated offering expenses of approximately $21 million, which it used to fund the $507.5 million cash payment to EQT. As the Company controls the Partnership through its general partner interest, the Partnership continues to be consolidated in the Company’s consolidated financial statements.