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EX-99.1 - EX-99.1 - Equitrans Midstream Corpa18-18317_8ex99d1.htm





Washington, D.C. 20549








Date of Report (Date of earliest event reported): October 29, 2018



(Exact name of Registrant as specified in its charter)







(State or Other Jurisdiction
of Incorporation)


File Number)


(I.R.S. Employer
Identification Number)


625 Liberty Avenue, Suite 2000, Pittsburgh, PA



(Address of Principal Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code: (724) 271-7200


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 (see General Instruction A.2):


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 Disclosure.


In advance of the previously announced proposed separation of Equitrans Midstream Corporation (ETRN) from EQT Corporation (EQT), ETRN has prepared a presentation (the Presentation) for use during an investor presentation on October 29, 2018 and at certain other times thereafter. A copy of the Presentation is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated into this Item 7.01 by reference. The Presentation is also available under the “Investors” link on ETRN’s website at


The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by ETRN pursuant to the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.


Item 9.01      Financial Statements and Exhibits.


(d) Exhibits.


The following are furnished as exhibits to this report:










Equitrans Midstream Corporation Investor Presentation, dated October 29, 2018


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. Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties, including those contained in ETRN’s filings with the Securities and Exchange Commission, including the registration statement on Form 10.  Without limiting the generality of the foregoing, forward-looking statements contained in this current report on Form 8-K specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of ETRN, EQT and their subsidiaries, including whether the separation of ETRN from EQT (the Separation), the distribution of 80.1% of the issued and outstanding shares of ETRN by EQT to its shareholders (the Distribution), and the other transactions involving the Separation and the Distribution are completed, as expected or at all, and the timing of the Separation, the Distribution and such other transactions; whether the conditions to the Separation and the Distribution can be satisfied; whether the operational, financial and strategic benefits of the Separation and the Distribution can be achieved; and whether the costs and expenses of the Separation, the Distribution and the other transactions involving the Separation and the Distribution can be controlled within expectations. 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.


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.






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.









/s/ Thomas F. Karam



Thomas F. Karam



President and Chief Executive Officer


Date: October 29, 2018