RICE MIDSTREAM PARTNERS LP (NYSE:RMP) Files An 8-K Changes in Control of RegistrantItem 5.01
On June 19, 2017, Rice Energy Inc., a Delaware corporation (“Rice”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation, a Pennsylvania corporation (“EQT”), and Eagle Merger Sub I, Inc., a Delaware corporation and indirect wholly owned subsidiary of EQT (“Merger Sub”), to which EQT will acquire Rice in exchange for a combination of shares of EQT common stock, no par value, and cash. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Rice, with Rice continuing as the surviving entity and an indirect wholly owned subsidiary of EQT (the “Merger”). Immediately after the effective time of the Merger (the “Effective Time”), Rice shall be merged with and into an indirect wholly owned limited liability company subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as an indirect wholly owned subsidiary of EQT.The completion of the Merger is subject to satisfaction or waiver of several conditions, including the adoption of the Merger Agreement by Rice stockholders.
As a result of the Merger, immediately after the Effective Time, EQT will acquire beneficial ownership, indirectly through Rice Energy Operating LLC, a Delaware limited liability company and a subsidiary of Rice (“REO”), of 3,623 common units representing limited partnership interests in Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and 28,753,623 subordinated units representing limited interests in the Partnership, and all incentive distribution rights of the Partnership. Additionally, as a result of the Merger, EQT will indirectly own and control, indirectly through REO, Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). EQT will therefore retain the right to appoint all members of the board of directors of the General Partner.
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About RICE MIDSTREAM PARTNERS LP (NYSE:RMP)
Rice Midstream Partners LP owns, operates, develops and acquires midstream assets in the Appalachian Basin. The Company’s segments are gathering and compression, and water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy Inc. (Rice Energy) and third parties in the Appalachian Basin. The water services segment provides water services to support well completion activities, and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin. Its gas gathering and compression assets are located within the dry gas core of the Marcellus Shale and, consists of approximately 3.3 million dekatherms per day (MMDth/d) high-pressure dry gas gathering system and associated compression in Washington County, Pennsylvania, and an approximately 840 thousand dekatherms per day (MDth/d) high-pressure dry gas gathering system in Greene County, Pennsylvania.
