How much EQM debt could be retired through this tender offer?

Based on the early results table, EQM expects to accept about $1.26 billion of principal: roughly $469.8 million of 2048 notes, $731.3 million of 2028 notes and $57.1 million of 2029 notes. The 2030 notes are not expected to be accepted. This is below the $1.3 billion maximum aggregate purchase price, which excludes accrued interest. Final amounts depend on satisfying the offer conditions.

Why did the 2029 and 2030 notes see different outcomes from the 2028 and 2048 notes?

The 2028 and 2048 notes were accepted in full, while the 2029 notes were prorated at about 7.6%. The 2030 notes have a $300 million series tender cap, and $380.4 million was tendered. Acceptance priority levels and the overall $1.3 billion cap determine which series are accepted and by how much. The 2030 notes are at priority level 4 and received no acceptances, while the 2029 notes were accepted only to the extent the cap allowed.

What do the consent solicitations change for EQT and noteholders?

The proposed amendments would change the reporting covenant in the 2028 and 2048 notes indentures so that EQT, the parent, provides the required financial statements and information in place of EQM. Requisite consents have been received. Once the supplemental indentures are signed after expiration, the amendments will apply to all remaining holders of those two series. The 2029 and 2030 notes are not subject to consent solicitation.

What could prevent the tender offer from closing?

The tender offer depends on satisfying or waiving certain conditions, including a financing condition and a condition tied to the consummation of the midstream joint venture between EQM and certain subsidiaries and an affiliate of Blackstone Credit & Insurance. As of December 10, 2024, neither condition had been satisfied or waived. If they are not met, EQM may not complete the purchases. The filing also reserves EQM's right to extend, terminate, withdraw or otherwise amend the offer.

EQT 8-K SEC Disclosure — Dec 10, 2024

01—Abstract

Summary

Summary of the 8-K filed December 10, 2024. Cited figures are marked; the original filing is the authoritative source.

On December 10, 2024, EQT Corporation disclosed early results and an upsizing of the tender offer by its indirect wholly owned subsidiary, EQM Midstream Partners, LP, to buy back up to $1.3 billion^a (excluding accrued interest) of EQM's senior notes, up from $1.275 billion.

Holders had tendered about $1.94 billion^b of principal as of the December 9, 2024 early tender date, which exceeded the cap, so EQM will accept tenders under acceptance priority and proration rules and does not expect to accept further tenders after that date. Based on the reported figures, EQM expects to accept roughly $1.26 billion of principal across the 2048, 2028 and 2029 notes, with the 2030 notes receiving no acceptances because of their $300 million series cap and lower priority. The offer is also a consent solicitation.

Requisite consents have been received from holders of the 2028 and 2048 notes to amend their reporting covenants so that EQT, rather than EQM, provides the required financial statements and information. Once EQM signs the supplemental indentures after the expiration date, the amendments will bind all remaining holders of those series. The filing does not state the purpose of the buyback.

However, the offer is conditioned on a financing condition and on the closing of the midstream joint venture with affiliates of Blackstone Credit & Insurance, neither of which had been satisfied or waived as of the release date. Investors should therefore treat the outcome as contingent on that transaction. The early settlement date is currently expected to be December 30, 2024, and the offer expires the same day.

02—Key points

Key Highlights

Maximum aggregate purchase price raised to $1.3 billion (excluding accrued interest) from $1.275 billion, with all other terms unchanged.
Early tender date was December 9, 2024. Tendered principal exceeded the cap, so acceptances will be prorated and no tenders after that date are expected to be accepted; withdrawal rights have expired.
Expected acceptances: 6.500% 2048 notes $469.8M (100% proration); 5.500% 2028 notes $731.3M (100%); 4.50% 2029 notes $57.1M (about 7.6% proration of $755.9M tendered); 7.500% 2030 notes none, despite $380.4M tendered against a $300M series cap.
Consent solicitation for the 2028 and 2048 notes has reached the requisite consents. Proposed amendments would shift the reporting covenant from EQM to EQT, effective upon supplemental indenture execution after expiration.
Completion is conditioned on a financing condition and the consummation of the midstream JV with Blackstone-affiliated entities, neither of which had been satisfied or waived as of December 10, 2024.
Early settlement is currently expected on December 30, 2024, which is also the scheduled expiration date. EQM may accept early tenders at its option once conditions are met.

03—Questions

Frequently Asked Questions

How much EQM debt could be retired through this tender offer?
Based on the early results table, EQM expects to accept about $1.26 billion of principal: roughly $469.8 million of 2048 notes, $731.3 million of 2028 notes and $57.1 million of 2029 notes. The 2030 notes are not expected to be accepted. This is below the $1.3 billion maximum aggregate purchase price, which excludes accrued interest. Final amounts depend on satisfying the offer conditions.
Why did the 2029 and 2030 notes see different outcomes from the 2028 and 2048 notes?
The 2028 and 2048 notes were accepted in full, while the 2029 notes were prorated at about 7.6%. The 2030 notes have a $300 million series tender cap, and $380.4 million was tendered. Acceptance priority levels and the overall $1.3 billion cap determine which series are accepted and by how much. The 2030 notes are at priority level 4 and received no acceptances, while the 2029 notes were accepted only to the extent the cap allowed.
What do the consent solicitations change for EQT and noteholders?
The proposed amendments would change the reporting covenant in the 2028 and 2048 notes indentures so that EQT, the parent, provides the required financial statements and information in place of EQM. Requisite consents have been received. Once the supplemental indentures are signed after expiration, the amendments will apply to all remaining holders of those two series. The 2029 and 2030 notes are not subject to consent solicitation.
What could prevent the tender offer from closing?
The tender offer depends on satisfying or waiving certain conditions, including a financing condition and a condition tied to the consummation of the midstream joint venture between EQM and certain subsidiaries and an affiliate of Blackstone Credit & Insurance. As of December 10, 2024, neither condition had been satisfied or waived. If they are not met, EQM may not complete the purchases. The filing also reserves EQM's right to extend, terminate, withdraw or otherwise amend the offer.

04—Continue

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