EQT Midstream Partners, LP (NYSE: EQM) (Partnership) announced today
that it has priced an offering of $1.1 billion in aggregate principal
amount of its 4.75% senior notes due 2023, $850 million in aggregate
principal amount of its 5.5% senior notes due 2028, and $550 million in
aggregate principal amount of its 6.5% senior notes due 2048, at prices
to the public of 99.761%, 99.538%, 99.055% of their face value,
respectively. The Partnership expects the offering to close on June 25,
2018, subject to the satisfaction of customary closing conditions.
The Partnership intends to use the net proceeds from the offering to
repay the amounts outstanding under its 364-day term loan facility and
for general partnership purposes. In addition, if the proposed merger
between the Partnership and Rice Midstream Partners LP (NYSE: RMP) (RMP)
is consummated, the Partnership intends to use a portion of the net
proceeds from the offering to repay the amounts outstanding under RMP’s
revolving credit facility.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo
Securities, LLC, Deutsche Bank Securities Inc., PNC Capital Markets LLC,
Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, MUFG
Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA)
Inc., TD Securities (USA) LLC, and U.S. Bancorp Investments, Inc. are
acting as joint book-running managers for the offering. SMBC Nikko
Securities America, Inc., Citizens Capital Markets, Inc., The Huntington
Investment Company, and CIBC World Markets Corp. are acting as
co-managers for the offering. Copies of the preliminary prospectus
supplement, prospectus supplement and accompanying base prospectus
relating to the offering may be obtained, free of charge, on the
Securities and Exchange Commission's website at www.sec.gov
or from the underwriters of the offering as follows:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
Attn: Prospectus Dept.
200 North College Street
NC1-004-03-43
Charlotte, NC 28255-0001
Tel: 1 (800) 294-1322
Email: dg.prospectus_requests@baml.com
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Wells Fargo Securities, LLC
Attn: WFS Customer Service
608 2nd Avenue South, Suite 1000
Minneapolis, MN 55402
Tel: 1 (800) 645-3751
Email: wfscustomerservice@wellsfargo.com
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PNC Capital Markets LLC
Attn: Kathleen Riley
300 Fifth Avenue, Floor 10
Pittsburgh, PA 15222
Tel: 1 (855) 881-0697
Email: Kathleen.Riley@pnc.com
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Deutsche Bank Securities Inc.
Attn: Prospectus Group
60 Wall Street
New York, NY 10005-2836
Tel: 1 (800) 503-4611
Email: prospectus.CPDG@db.com
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This news release does not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. The offering is being made only by means of a
prospectus and related prospectus supplement meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
About EQT Midstream Partners:
EQT Midstream Partners, LP is a growth-oriented limited partnership
formed by EQT Corporation to own, operate, acquire, and develop
midstream assets in the Appalachian Basin. The Partnership provides
midstream services to EQT Corporation and third-party companies through
its strategically located transmission, storage, and gathering systems
that service the Marcellus, Utica and Upper Devonian regions. The
Partnership owns approximately 950 miles of FERC-regulated interstate
pipelines; and also owns approximately 1,950 miles of high- and
low-pressure gathering lines.
Important Additional Information
In connection with the proposed merger between EQT Midstream Partners
(EQM) and RMP (collectively, Partnerships), EQM has filed a registration
statement on Form S-4 containing a proxy statement/prospectus (Form S-4)
with the SEC. This communication is not a substitute for the
registration statement, definitive proxy statement/prospectus or any
other documents that EQM or RMP may file with the SEC or send to RMP
unitholders in connection with the proposed transaction. UNITHOLDERS OF
RMP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
INCLUDED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. When available, investors and security holders will be able
to obtain copies of these documents, including the proxy
statement/prospectus and the registration statement, and any other
documents that may be filed with the SEC with respect to the proposed
transaction free of charge at the SEC’s website, http://www.sec.gov.
The documents filed with the SEC by EQT Corporation (EQT) and its
publicly traded subsidiaries (including EQM, RMP and EQT GP Holdings, LP
(EQGP)) may be obtained free of charge at the applicable website (www.eqt.com
for EQT, www.eqtmidstreampartners.com
for EQGP and EQM, and www.ricemidstream.com
for RMP) or by requesting them by mail at EQT Corporation, 625 Liberty
Avenue, Suite 1700, Pittsburgh, PA 15222, Attention: Investor Relations,
or by telephone at (412) 553-5700.
Participants in the Solicitation
The Partnerships and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the unitholders of RMP in connection with the proposed transaction.
Information about the directors and executive officers of the general
partners of EQM and RMP is set forth, respectively, in the Annual Report
on Form 10-K for the year ended December 31, 2017 filed by such
Partnership with the SEC on February 15, 2018 and certain of the
Partnerships’ respective Current Reports on Form 8-K. These documents
can be obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC when they become
available.
Cautionary Statements
Disclosures in this news release contain certain forward-looking
statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended. Statements that do not relate strictly to historical or
current facts are forward-looking. Without limiting the generality of
the foregoing, forward-looking statements contained in this news release
specifically include the expectations of plans, strategies, objectives
and growth of the Partnership and its subsidiaries, including guidance
relating to the expected consummation of the offering and the
Partnership’s expected use of proceeds from the offering. 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 Partnership has based these
forward-looking statements on current expectations and assumptions about
future events. While the Partnership 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 the
Partnership's control. The risks and uncertainties that may affect the
operations, performance and results of the Partnership's business and
forward-looking statements include, but are not limited to, those risks
discussed in the Partnership's most recent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other filings with the Securities and
Exchange Commission. Any forward-looking statement speaks only as of the
date on which such statement is made and the Partnership does not intend
to correct or update any forward-looking statement, whether as a result
of new information, future events or otherwise.
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