According to the Complaint, EQM Midstream Partners, LP is a growth-oriented limited partnership that was formed to own, operate, acquire, and develop midstream assets in the Appalachian Basin.
On February 26, 2020, the Board of Directors (the “Board” or “Individual Defendants”) of EQM Midstream Partners, LP’s (“EQM” or the “Partnership”) general partner, EQGP Services, LLC (the “General Partner”), caused the Partnership to enter into an agreement and plan of merger (the “Merger Agreement”) with Equitrans Midstream Corporation (“Equitrans”), EQM LP Corporation (“EQM LP”), LS Merger Sub, LLC (“Merger Sub”), and the General Partner.
Pursuant to the terms of the Merger Agreement: (i) Merger Sub will merge with and into EQM, with EQM surviving as a wholly-owned subsidiary of Equitrans; and (ii) each outstanding unit of EQM that is not owned by Equitrans and its subsidiaries will be converted into 2.44 shares of Equitrans common stock.
On March 30, 2020, Defendants filed a Form S-4 Registration Statement (the “Registration Statement”) with the United States Securities and Exchange Commission in connection with the Proposed Transaction.
The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.