Capitalized terms not otherwise defined in this ETRN/EQM Merger Frequently Asked Questions have the meanings given to them in the ETRN/EQM joint proxy statement/prospectus filed with the Securities and Exchange Commission and available by clicking on the “Investors” link followed by the “Financial Filings” link on Equitrans Midstream Corporation’s website at www.equitransmidstream.com.
What were EQM Midstream Partners, LP (EQM) common unitholders entitled to receive in the Merger?
Each EQM common unitholder was entitled to receive Equitrans Midstream Corporation (ETRN) common stock in exchange for such holder’s EQM common units at the exchange ratio provided for under the Merger Agreement (i.e., 2.44 shares of ETRN common stock for each one EQM common unit). If the exchange ratio would result in an EQM common unitholder being entitled to receive a fractional share of ETRN common stock, all fractional shares to which such holder would otherwise by entitled were aggregated and the resulting fraction was rounded up to the nearest whole share of ETRN common stock.
How will holders of EQM common units receive their ETRN common stock as a result of the Merger?
After the Merger is completed, all record holders of EQM common units will receive written instructions for exchanging their EQM common units. If you owned EQM common units in street name, the shares of ETRN common stock you receive in connection with the Merger should be credited to your account in accordance with the policies and procedures of your bank, broker, or other nominees within a short time following the closing date of the Merger.
What are the expected U.S. federal income tax consequences to an EQM common unitholder as a result of the Merger?
The receipt of shares of ETRN common stock in exchange for EQM common units pursuant to the Merger was a taxable transaction to “U.S. Holders” (as defined in the section titled “United States Federal Income Tax Consequences” in EQM’s/ETRN’s joint proxy statement/prospectus) for U.S. federal income tax purposes. In general, a U.S. Holder should have recognized capital gain or loss on the receipt of ETRN common stock in exchange for EQM common units. However, a portion of this gain or loss, which could be substantial, should be separately computed and taxed as ordinary income or loss to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by EQM and its subsidiaries. Passive losses that were not deductible by a U.S. Holder in prior taxable periods because they exceeded such U.S. Holder’s share of EQM’s income may be available to offset a portion of the gain recognized by such U.S. Holder.
The tax consequences of the transaction to each EQM common unitholder are unique and depend on the EQM unitholder's particular facts and circumstances. You should consult your own tax advisor to determine the specific consequences to you of the transaction, including under the laws of any applicable state, local or foreign jurisdiction, and under any applicable U.S. federal laws other than those pertaining to income taxes.
What are the expected state income tax consequences to the EQM common unitholders resulting from the transaction and how will the transaction affect their state taxes?
The taxable transaction should have state income tax consequences. Your most recent Schedule K-1 will report state apportionment factors to help estimate your state income tax impact. You should consult your own tax advisor to determine the specific consequences to you of the transaction.
What are the expected U.S. federal income tax consequences to the ETRN shareholders resulting from the transaction and how will the transaction affect their taxes?
The transaction will not have any tax consequences for ETRN shareholders that did not own any EQM common units. ETRN shareholders will simply retain the ETRN common stock they currently own.
What tax documents will EQM common unitholders receive after the closing of the transaction? When should you expect to receive a Schedule K-1?
EQM unitholders: EQM unitholders will receive a final Schedule K-1 and supporting materials (expected to be delivered in March 2021). EQM unitholders should also receive a Form 1099-B from their broker or from EQM’s transfer agent.
ETRN shareholders: You will not receive any tax documents as a result of the transaction.
What is my tax basis in my new shares of ETRN, and what is my holding period for the shares?
A U.S. holder’s tax basis in any shares of ETRN common stock received in the transaction should equal the fair market value of such shares at the time the Merger became effective. Because the Merger closed on June 17, 2020, we intend to use $9.05, which was the closing share price of ETRN common stock on June 17, 2020, as the fair market value of each share of ETRN common stock received in the transaction. A U.S. holder’s holding period for any shares of ETRN common stock received in the transaction began on June 18, 2020, the day after the Merger became effective.
Where do EQM common units trade after the Merger?
EQM common units are no longer publicly-traded following the Merger and were delisted from trading on the New York Stock Exchange on June 17, 2020.
What happens to future distributions with respect to EQM common units?
At the effective time of the Merger, all outstanding EQM common units were converted into the right to receive ETRN common stock at the exchange ratio and will no longer receive quarterly distributions from EQM. For a description of the differences between the rights of holders of ETRN common stock and holders of EQM common units, please read “Comparison of the Rights of ETRN Shareholders and EQM Common Unitholders” in EQM’s/ETRN’s joint proxy statement/prospectus.
What are the U.S. federal income tax consequences for an EQM common unitholder of the ownership of shares of ETRN common stock after the Merger was completed?
ETRN is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by ETRN to a shareholder who is a U.S. Holder will generally be included in such U.S. Holder’s income as ordinary dividend income to the extent of ETRN’s current or accumulated “earnings and profits” as determined under U.S. federal income tax principles. Distributions of cash in excess of ETRN’s current and accumulated earnings and profits will be treated as a non-taxable return of capital reducing a U.S. Holder’s adjusted tax basis in such U.S. Holder’s ETRN common stock and, to the extent the distribution exceeds such U.S. Holder’s adjusted tax basis, as capital gain from the sale or exchange of such shares of ETRN common stock. See the section titled “United States Federal Income Tax Consequences” of EQM’s/ETRN’s joint proxy statement/prospectus for a more complete discussion of certain U.S. federal income tax consequences of owning and disposing of shares of ETRN common stock received in the Merger.
Will ETRN personnel be able to help with my tax-related questions?
ETRN personnel do not provide tax advice. If you have tax-related questions, please contact a tax advisor familiar with partnership taxation and specifically the taxation of Master Limited Partnership unitholders.
Will ETRN or EQM file Form 8937, Report of Organizational Actions Affecting Basis of Securities, as a result of this transaction?
No Form 8937 is required when an organizational action affects the basis of holders of security or holders of a class of the security. For this purpose, a security generally includes a share of stock in a corporation but not a unit in a partnership. The transaction is a taxable exchange of EQM common units for shares of ETRN common stock. An EQM common unitholder’s basis in their ETRN common stock received in the exchange is the fair market value of such stock at the time the Merger became effective. The basis of ETRN common stock in the hands of previous ETRN shareholders is unchanged; therefore, no Form 8937 is required.