Equitrans Midstream Corporation’s Acquisition of 100% Ownership of EQGP Holdings, LP

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.

Equitrans Midstream Corporation (NYSE: ETRN) 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.

Baker Botts advised quitrans Midstream Corporation with a team including Mike Bengtson (Partner, New York); Josh Davidson (Partner, Houston); Mollie Duckworth (Partner, Austin); John Kaercher (Senior Associate, Austin); Jennifer Wu (Associate, Austin); Rachel Ratcliffe (Associate, Austin); Michael Portillo (M&A); Rachael Lichman (Partner, Houston); Luke Weedon (Partner, Dallas); Robert Wann (Partner, New York); Clint Culpepper (Senior Associate, Austin); Malory Weir (Finance); Mike Bresson (Partner, Houston); Jared Meier (Tax)

Involved fees earner: Mike Bengtson – Baker Botts; Joshua Davidson – Baker Botts; Mollie Duckworth – Baker Botts; John Kaercher – Baker Botts; Jennifer Wu – Baker Botts; Rachel Ratcliffe – Baker Botts; Michael Portillo – Baker Botts; Rachael Lichman – Baker Botts; Luke Weedon – Baker Botts; Robert Wann Jr. – Baker Botts; Clint Culpepper – Baker Botts; Malory Weir – Baker Botts; Michael Bresson – Baker Botts; Jared Meier – Baker Botts;

Law Firms: Baker Botts;

Clients: Equitrans Midstream Corporation;

Author: Ambrogio Visconti