This Amendment No. 7 to Schedule 13D (Amendment No. 7) amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the Commission) on December 23, 2014, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on March 7, 2016, Amendment No. 2 to Schedule 13D filed with the Commission on November 15, 2017, Amendment No. 3 to Schedule 13D filed with the Commission on February 20, 2018, Amendment No. 4 to Schedule 13D filed with the Commission on February 22, 2018, Amendment No. 5 to Schedule 13D filed with the Commission on April 27, 2018 and Amendment No. 6 to Schedule 13D filed with the Commission on May 22, 2018 (as amended, the Schedule 13D). Capitalized terms used in this Amendment No. 7 and not defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented with the following additional disclosures:
Completion of the Midstream Mergers
On July 23, 2018, EQM completed its previously announced acquisition of the Issuer. Pursuant to the terms of the Midstream Merger Agreement, on July 23, 2018, (i) Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving limited partnership and a wholly owned indirect subsidiary of EQM (the Surviving Entity) and (ii) GP Merger Sub merged with and into the RMP General Partner, with the RMP General Partner continuing as the surviving entity and a wholly owned indirect subsidiary of EQM (the Surviving GP Entity) ((i) and (ii) collectively, the Midstream Mergers).
At the Effective Time, (i) each Common Unit issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.3319 EQM Common Units, (ii) the issued and outstanding RMP IDRs were cancelled and (iii) each outstanding award of phantom units in respect of Common Units fully vested and converted into the right to receive the Midstream Merger Consideration, less applicable tax withholding, in respect of each Common Unit subject thereto. The aggregate Midstream Merger Consideration consisted of approximately 34.0 million EQM Common Units in exchange for all of the issued and outstanding Common Units and awards of phantom units in respect of Common Units.
The foregoing description of the Midstream Mergers does not purport to be complete and is qualified in its entirety by reference to the full text of the Midstream Merger Agreement, a copy of which was filed as Exhibit I to the Schedule 13D and is incorporated herein by reference.
Item 5.
Interest in Securities of the Issuer
Item 5 of Schedule 13D is hereby amended and supplemented with the following additional disclosures:
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 7 and in Item 4 of this Schedule 13D is hereby incorporated by reference.
As a result of the Midstream Mergers described in Item 4 of this Schedule 13D, no Common Units remain issued and outstanding and, accordingly,
the Reporting Persons ceased to be beneficial owners of any Common Units as of the closing of the Midstream Mergers. Each of
EQT, Investments Holdings and EPC have an indirect controlling interest in the Surviving Entity and the Surviving GP Entity, which became wholly owned indirect subsidiaries of EQM as a result of the Midstream Mergers.
10