ETRN Equitrans Midstream Corporation

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 22, 2024

 

 

The Midstream Company LLC*

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-38629		99-1816354
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania (Address of principal executive offices)

15222 (Zip Code)

 

Registrant’s telephone number, including area code: (412) 553-5700

 

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	ETRN	New York Stock Exchange

 

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 ¨

 

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

 

*

On July 22, 2024, as a result of the Merger (as defined and described in the Introductory Note below), The Midstream Company LLC became Equitrans Midstream Corporation’s successor-in-interest. Equitrans Midstream Corporation’s state of incorporation was Pennsylvania, and its I.R.S. Employer Identification Number was 83-0516635.

 

 

  

Introductory Note

 

Closing of Merger with EQT Corporation

 

As previously announced, on March 10, 2024, Equitrans Midstream Corporation (Equitrans or the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with EQT Corporation (EQT or Parent), Humpty Merger Sub Inc., an indirect wholly owned subsidiary of EQT (Merger Sub), and Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT (LLC Sub). On July 22, 2024 (the Closing Date), Merger Sub merged with and into Equitrans (the First Merger), with Equitrans surviving as an indirect wholly owned subsidiary of EQT (the First Step Surviving Corporation), and as the second step in a single integrated transaction with the First Merger, the First Step Surviving Corporation merged with and into LLC Sub (the Second Merger and, together with the First Merger, the Merger), with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of EQT (the Surviving Company). Upon completion of the Merger, the Surviving Company was renamed The Midstream Company LLC.

 

Redemption of Series A Perpetual Convertible Preferred Shares

 

As previously announced, on June 25, 2024, EQT delivered to Equitrans a written election exercising its right under Section 5.19 of the Merger Agreement to cause Equitrans to effect a redemption of all issued and outstanding shares of Equitrans’ Series A Perpetual Convertible Preferred Shares, no par value (CUSIP: 294600-200) (the Equitrans preferred stock). On July 3, 2024, Equitrans issued a notice of full redemption for all issued and outstanding shares of Equitrans preferred stock. On July 22, 2024, prior to the consummation of the Merger, Equitrans redeemed for cash the Equitrans preferred stock at a price per share of $22.83.

 

Item 1.02

Termination of a Material Definitive Agreement.

 

In connection with the closing of the Merger, on July 22, 2024, EQM Midstream Partners, L.P., at the direction of EQT, terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under the Third Amended and Restated Credit Agreement, dated as of October 31, 2018, by and among EQM Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto (as amended, the Credit Agreement). In connection with the termination of the Credit Agreement, on July 22, 2024, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

 

The disclosure set forth in the Introductory Note above is incorporated into this Item 2.01 by reference. As a result of the Merger, each outstanding share of common stock, no par value, of Equitrans (Equitrans common stock) (with certain exceptions described in the Merger Agreement) was converted into the right to receive 0.3504 of a share of common stock, no par value, of EQT (EQT common stock), with cash paid in lieu of fractional shares of EQT common stock that holders of Equitrans common stock would otherwise have been entitled to receive in the Merger.

 

In addition, at the effective time of the First Merger (the Effective Time), each award of stock options, restricted stock, restricted stock units, performance share units, and phantom units of Equitrans were treated as follows:

 

·

Equitrans options became vested and exercisable prior to the Effective Time and, to the extent not exercised, automatically, and without any action on the part of the holder thereof, were canceled for no consideration or payment therefor.

 

·

Each outstanding restricted stock award, restricted stock unit award or performance share unit awards with respect to Equitrans common stock (Equitrans PSU) (other than each outstanding Equitrans PSU award where vesting was subject to the occurrence of an in-service date concerning the Mountain Valley Pipeline (each such Equitrans PSU award, an MVP PSU award)) in respect of Equitrans common stock that was held by an employee or other service provider of Equitrans was converted into a restricted stock unit award, with substantially the same terms and conditions as were applicable to the pre-conversion award, in respect of a number of shares of EQT common stock equal to the product (rounded up to the next whole share) of (i) the number of shares of Equitrans common stock subject to the pre-conversion award multiplied by (ii) 0.3504 (the Exchange Ratio). Performance conditions that were applicable to any such Equitrans PSUs were deemed to have been earned at the greater of (a) actual performance as of the Closing Date (or a date reasonably proximate thereto) and (b) target level of performance for such Equitrans PSUs; provided, that with respect to any Equitrans PSU award subject to a sub-performance period that had not commenced on or prior to the Effective Time, the number of earned Equitrans PSUs was based on the target level of performance in respect of such sub-performance period. The converted awards are subject solely to time-based vesting.

 

 

 

·

With respect to each MVP PSU award that remained subject to continued service beyond the Closing Date, such MVP PSU award was assumed by EQT and converted into a restricted stock unit award with respect to a number of shares of EQT common stock equal to the product (rounded up to the next whole share) obtained by multiplying (i) the number of shares of Equitrans common stock underlying such MVP PSU award by (ii) the Exchange Ratio. The converted awards in respect of the MVP PSU awards remain subject to the same prior terms and conditions.

 

·

Each converted Equitrans restricted stock award, restricted stock unit award, Equitrans PSU award and MVP PSU award otherwise generally continue to be subject to the same terms and conditions (including with respect to vesting) as applied to the corresponding assumed award as of immediately prior to the Effective Time, except that (i) with respect to those restricted stock unit awards issued in conversion of Equitrans equity awards outstanding as of the date of the Merger Agreement, in the event the applicable holder’s employment or service is terminated without cause or by the holder for good reason, the EQT restricted stock unit award will become fully vested and non-forfeitable as of the date of such termination, (ii) any amounts relating to dividends or dividend equivalents, as applicable and if any, granted with respect to such assumed award that are accrued but unvested and unpaid as of the Merger will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding assumed award immediately prior to the Effective Time (as modified by the Merger Agreement in the event of a termination of employment) and (iii) any dividend equivalents that are payable with respect to any unvested EQT restricted stock unit following the closing of the Merger will be paid within 30 days following vesting.

 

·

Equitrans phantom units were canceled at the Effective Time and settled in shares of EQT common stock.

 

The issuance of shares of EQT common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to EQT’s registration statement on Form S-4 (File No. 333-279498) (the Registration Statement), declared effective by the Securities Exchange Commission (the SEC) on June 4, 2024. The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger.

 

The foregoing summary has been included to provide investors and security holders with information regarding the Merger and the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Equitrans’ Current Report Form 8-K filed on March 11, 2024, and the terms of which are incorporated herein by reference.

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

Prior to the completion of the Merger, Equitrans common stock was listed and traded on the New York Stock Exchange (the NYSE) under the trading symbol “ETRN.” In connection with the completion of the Merger, Equitrans requested that the NYSE withdraw the listing of Equitrans common stock from listing on the NYSE prior to the open of trading on July 22, 2024. Upon the Company’s request, on July 22, 2024, the NYSE will file a notification of removal of listing on Form 25 to delist Equitrans common stock from the NYSE and the deregistration of the Equitrans common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Equitrans common stock ceased being traded prior to the opening of the market on July 22, 2024, and is no longer listed on NYSE.

 

In addition, the Surviving Company (as Equitrans’ successor-in-interest) intends to file with the SEC a Form 15 requesting that the reporting obligations of Equitrans under Sections 13(a) and 15(d) of the Exchange Act be suspended.

 

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

 

 

 

Item 3.03

Material Modification to Rights of Security Holders.

 

The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.01

Changes in Control of the Registrant.

 

On the Closing Date, Merger Sub merged with and into Equitrans, as a result of which Equitrans became a wholly owned subsidiary of EQT.

 

The information set forth in the Introductory Note, Item 2.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In accordance with the terms of the Merger Agreement, Vicky A. Bailey, Sarah M. Barpoulis, Kenneth M. Burke, Diana M. Charletta, Thomas F. Karam, D. Mark Leland, Norman J. Szydlowski and Robert F. Vagt resigned as directors of Equitrans, effective as of the Effective Time. None of these resignations were a result of any disagreement with Equitrans, its management or its board of directors.

 

Also effective on the Closing Date, each of Diana M. Charletta, principal executive officer of Equitrans, Kirk R. Oliver, principal financial officer of Equitrans, Brian P. Pietrandrea, principal accounting officer of Equitrans, and each other named executive officer of Equitrans ceased his or her respective service as an officer of Equitrans.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

In connection with the consummation of the Second Merger, the limited liability company agreement of LLC Sub as in effect immediately prior to the effective time of the Second Merger was amended and restated and became the limited liability company agreement of the Surviving Company. In addition, the certificate of formation of Surviving Company was amended to change the name of the Surviving Company from “Humpty Merger Sub LLC” to “The Midstream Company LLC.” Copies of the Surviving Company’s amended and restated limited liability company agreement and amendment of certificate of formation are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of March 10, 2024, by and among EQT Corporation, Humpty Merger Sub Inc., Humpty Merger Sub LLC and Equitrans Midstream Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Equitrans Midstream Corporation on March 11, 2024).
3.1		Amended and Restated Limited Liability Company Agreement of the Surviving Company.
3.2		Certificate of Amendment to the Certificate of Formation of the Surviving Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*       Annexes, schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Surviving Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.

 

 

 

SIGNATURES

 

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.

 

	THE MIDSTREAM COMPANY LLC
Date: July 22, 2024		By:	/s/ Jeremy T. Knop
		Name: Jeremy T. Knop
		Title:   Treasurer

  

 

 

Exhibit 3.1

 

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
THE MIDSTREAM COMPANY LLC
a Delaware Limited Liability Company

 

This Amended and Restated Limited Liability Company Agreement (this “LLC Agreement”) of The Midstream Company LLC, a Delaware limited liability company (the “Company”), is entered into to be effective as of July 22, 2024, by EQT Investments Holdings, LLC, as the sole member of the Company (the “Member”).

 

RECITALS

 

WHEREAS, the Company was formed on March 8, 2024 (the “Formation Date”), bearing the name Humpty Merger Sub LLC, as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-201, et seq.), as amended from time to time (the “Act”);

 

WHERAS, on the Formation Date, the Member, in its capacity as the sole member of the Company, and the Company entered into that certain Limited Liability Company Agreement of the Company (the “Original Agreement”);

 

WHERAS, on the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among EQT Corporation, a Pennsylvania corporation (“EQT”), Humpty Merger Sub Inc., a Delaware corporation (“Merger Sub”), the Company and Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), dated as of March 10, 2024, (i) Merger Sub will be merged with and into ETRN (the “First Merger”), with ETRN surviving the First Merger as an indirect wholly owned subsidiary of EQT (the “First Step Surviving Corporation”), and (ii) as the second step in a single integrated transaction with the First Merger, the First Step Surviving Corporation will be merged with and into the Company (the “Second Merger”), with the Company surviving the Second Merger as an indirect wholly owned subsidiary of EQT;

 

WHEREAS, in connection with the Closing (as defined in the Merger Agreement) and on the date hereof, the Company has filed a Certificate of Amendment to its Certificate of Formation, changing the name of the Company from “Humpty Merger Sub LLC” to “The Midstream Company LLC”;

 

WHEREAS, in connection with the Closing (as defined in the Merger Agreement), the Member desires to amend and restate, in its entirety, the Original Agreement to set forth the rights, powers and interests of the Member with respect to the Company; and

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby established, the Member hereby agrees as follows:

 

AGREEMENT

 

1.                  Formation. The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act.

 

 

2.                  Name. The name of the Company is “The Midstream Company LLC”.

 

3.                  Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the registered office set forth in the Certificate or such other office (which need not be a place of business of the Company) as the Board (as defined below) may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

 

4.                  Purposes. The purposes of the Company are to engage in any business or activity that is not prohibited by the Act.

 

5.                  Term. The existence of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall continue until the Company is dissolved pursuant to Section 13 of this Agreement.

 

6.                  Liability of Member. Except as otherwise required by applicable law and as explicitly set forth in this Agreement, the Member shall not have any personal liability whatsoever in the Member’s capacity as a Member, whether to the Company, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or for any losses of the Company.

 

7.                  Management.

 

(a)               All management powers over the business and affairs of the Company shall be exclusively vested in a board of managers (the “Board”), and the Board shall conduct, direct and exercise full control over all activities of the Company. Each member of the Board is referred to herein as a “Manager.” The Managers shall be the “managers” of the Company for the purposes of the Delaware Act. The Board may act (i) through meetings and written consents pursuant to Section 8(d) of this Agreement and (ii) through any Person or Persons to whom authority and duties have been delegated pursuant to Section 8(e) of this Agreement.

 

(b)               The Board shall consist of three (3) Managers and the Managers shall be Toby Z. Rice, Jeremy T. Knop and William E. Jordan. The number of Managers serving on the Board shall be fixed from time to time by the Member and the Member will appoint each Manager to the Board. Each Manager shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. A Manager need not be a member or a resident of the State of Delaware.

 

(c)               Any Manager position to be filled by reason of an increase in the number of Managers serving on the Board or by any other reason shall be filled by the Member. Any Manager may be removed by the Member at any time. Any Manager may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

 

 

(d)               Each Manager shall have one vote on all matters submitted to the Board (whether the consideration of such matter is taken at a meeting, by written consent or otherwise). The affirmative vote of the Managers holding a majority of the votes of the Managers shall be the act of the Board. Meetings of the Board shall be held at the principal office of the Company or at such other place as may be determined by the Board. A majority of the Managers, present in person or through their duly authorized attorneys-in-fact, shall constitute a quorum at any meeting of the Board. Business may be conducted once a quorum is present. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board. Special meetings of the Board may be called by a majority of all of the Managers on at least 24 hours’ prior written notice to the other Managers, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Board at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Manager as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Board may be taken by vote of the Board at a meeting of the Managers thereof or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the minimum number of Managers that would be necessary to authorize or take such action at a meeting of the Board in which all Managers were present. Prompt notice of the action so taken without a meeting shall be given to those Managers who have not consented in writing. Each meeting of the Board shall, at the request of any Manager, be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard.

 

(e)               The Board may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, a member or a Manager. Any officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular officers. Unless the Board otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Board. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by any Manager. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the Board whenever in the Board’s judgment the best interests of the Company shall be served thereby.

 

(f)                Each Manager may at any time and from time to time engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) with no obligation to offer to the Company the right to participate therein.

 

 

8.                  Indemnification; Exculpation.

 

(a)               The managers and officers of the Company shall be indemnified as of right to the fullest extent not prohibited by law in connection with any actual or threatened action, suit or proceeding, civil, criminal, administrative, investigative or other (whether brought by or in the right of the Company or otherwise) arising out of their service to the Company or to another corporation, partnership, joint venture, trust or other enterprise at the request of the Company; provided, however, that the Company shall not indemnify any manager or officer in connection with a proceeding (or part thereof) initiated by such manager or officer (other than a proceeding to enforce such person’s rights to indemnification under this Section) unless such proceeding (or part thereof) was authorized by the Board.

 

(b)               Employees of the Company who are not managers or officers of the Company shall be indemnified as of right in connection with any actual or threatened action, suit or proceeding, civil, criminal, administrative, investigative or other (whether brought by or in the right of the Company or otherwise) arising out of their service to the Company or to another enterprise at the request of the Company if, as determined by the Company in its sole discretion, such employee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, however, that the Company shall not indemnify an employee in connection with a proceeding (or part thereof) initiated by such employee (other than a proceeding to enforce such person’s rights to indemnification under this Section) unless such proceeding (or part thereof) was authorized by the Board.

 

(c)               The Company may indemnify agents of the Company who are not managers, officers or employees of the Company with such scope and effect as determined by the Company.

 

(d)               As soon as practicable after receipt by any person entitled to indemnification hereunder of actual knowledge of any action, suit or proceeding, such indemnified person shall notify the Company thereof if a claim for indemnification in respect thereof may be or is being made by such indemnified person against the Company under this Section. With respect to any such action, suit or proceeding, the Company will be entitled to participate therein at its own expense and may assume the defense thereof. After the Company notifies the indemnified person of its election to so assume the defense, the Company will not be liable to the indemnified person under this Section for any legal or other expenses subsequently incurred by the indemnified person in connection with the defense. The Company shall not be obligated to indemnify an indemnified person under this Section for any amounts paid in settlement of any action or claim effected without its written consent.

 

(e)               The Company may purchase and maintain insurance to protect itself and any manager, officer, agent or employee against any liability asserted against and incurred by him or her in respect of such service, whether or not the Company would have the power to indemnify him or her against such liability by law or under the provisions of this Section. The provisions of this Section shall be applicable to persons who have ceased to be managers, officers, agents, and employees and shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnity hereunder.

 

 

Indemnification under this Section shall include the right to be paid expenses incurred in advance of the final disposition of any action, suit or proceeding for which indemnification is provided, upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it ultimately shall be determined that he or she is not entitled to be indemnified by the Company; provided, however, that the indemnified person shall reimburse the Company for any amounts paid by the Company as indemnification of expenses to the extent the indemnified person receives payment for the same expenses from any insurance carrier or from another party. The indemnification rights granted herein are not intended to be exclusive of any other rights to which those seeking indemnification may be entitled and the Company may enter into contractual agreements with any manager, officer, agent or employee to provide such individual with indemnification rights as set forth in such agreement or agreements, which rights shall be in addition to the rights set forth in this Section.

 

The provisions of this Section shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.

 

9.                  Certificates. The membership interests of the Member shall be uncertificated unless otherwise determined by the Board.

 

10.              Distributions. Distributions shall be made at the time and in the aggregate amounts determined by the Member.

 

11.              Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member; or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

 

12.              Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

 

13.              Assignments. The Member may assign in whole or in part its limited liability company interest.

 

14.              Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Board.

 

15.              Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

 

* * * * *

 

 

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the day first written above.

 

	MEMBER:
	EQT Investments Holdings, LLC
	By:	/s/ Toby Z. Rice
	Name: Toby Z. Rice
	Title:   President

 

[Signature Page to A&R LLC Agreement – The Midstream Company LLC] 

 

 

 

Exhibit 3.2

 

STATE OF DELAWARE

 

CERTIFICATE OF AMENDMENT

 

1.       Name. The name of the limited liability company is Humpty Merger Sub LLC (the “Company”).

 

2.       Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process is The Corporation Trust Company located at 1209 Orange Street, in the City of Wilmington, New Castle County, Delaware 19801.

 

3.       The Certificate of Formation of the Company is hereby amended as follows:

 

1. The name of the limited liability company is The Midstream Company LLC.

 

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment as of the day and year first above written.

 

	By:	/s/ Toby Z. Rice
	Name: Toby Z. Rice
	Title:   President

 

 

v3.24.2

Cover	Jul. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 22, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-38629
Entity Registrant Name	Equitrans Midstream Corp
Entity Central Index Key	0001747009
Entity Tax Identification Number	99-1816354
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	625 Liberty Avenue
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15222
City Area Code	412
Local Phone Number	553-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	ETRN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---