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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event reported):~~of ~~March 30, 2020~~1934

Date of Report (Date of earliest event reported): April 29, 2020

EQM Midstream Partners, LP

(Exact name of registrant as specified in its charter)

Delaware

001-35574

37-1661577

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2200 Energy Drive Canonsburg, Pennsylvania (Address of principal executive offices) 15317 (Zip Code)

2200 Energy Drive

Canonsburg, Pennsylvania

15317

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (724) 271-7600

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(s)

Name of each exchange

on which registered

Common Units Representing Limited Partner Interests

EQM

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. ¨ ☐

Item 15.0103. ~~Entry~~Amendments ~~Into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

~~First~~On April 29, 2020, the Board of Directors of EQGP Services, LLC, a Delaware limited liability company and the general partner (the EQM General Partner) of EQM Midstream Partners, LP, a Delaware limited partnership (EQM), approved the Third Amendment (the Amendment) to ~~Revolving~~the ~~Credit~~ Fourth Amended and Restated Agreement of Limited Partnership of EQM, as amended. The Amendment provides that the EQM General Partner may authorize participation in any meeting of limited partners by means of remote communication, and such persons participating in such a manner will be deemed present and permitted to vote at any such meeting.

OnThe ~~March~~Amendment ~~30,~~is ~~2020~~attached ~~(the Amendment~~as ~~Date),~~Exhibit ~~EQM~~3.1 ~~Midstream~~to ~~Partners,~~this LPCurrent ~~(EQM)~~Report ~~entered~~on ~~into~~Form an8-K ~~amendment~~ (~~the~~Current ~~Revolver Amendment~~Report) toand ~~that~~incorporated ~~certain~~into ~~Third~~this ~~Amended and~~Item ~~Restated~~5.03 ~~Credit~~by ~~Agreement~~reference. ~~dated~~The asforegoing ofsummary ~~October~~has ~~31,~~been ~~2018~~included ~~(the~~to ~~Revolving~~provide ~~Credit~~investors ~~Agreement,~~ and assecurity ~~amended~~holders bywith information regarding the ~~Revolver~~terms ~~Amendment,~~ of the ~~Amended~~Amendment ~~Revolving~~and ~~Credit~~is ~~Agreement),~~qualified byin ~~and~~its ~~among~~entirety ~~EQM,~~by ~~Wells~~the ~~Fargo~~terms ~~Bank,~~of ~~National~~the ~~Association,~~Amendment. asIt ~~administrative~~is ~~agent,~~not ~~and the~~intended ~~other~~to ~~lenders~~provide ~~and~~any other ~~parties~~factual ~~from~~information ~~time~~about toEQM ~~time~~or ~~party~~its ~~thereto~~subsidiaries and affiliates.

~~The~~Item ~~Revolver~~8.01. ~~Amendment amended,~~Other ~~among other things:~~Events.

·EQM ~~certain~~will ~~defined~~be ~~terms~~relying on the U.S. Securities and Exchange Commission’s (the SEC) March 25, ~~including:~~2020 Order (Release No. 34-88465) pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Exchange Act), to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the Form 10-Q) due to circumstances related to the coronavirus 2019 (COVID-19) pandemic. During the first quarter of 2020, Equitrans Midstream Corporation, the ultimate parent company of EQM (ETRN), completed the implementation of the first phase of a new enterprise resources planning (ERP) system, which included, among other things, the cutover of a substantial majority of ETRN’s and EQM’s financial systems. The COVID-19 pandemic has resulted in very limited access to ETRN’s and EQM’s facilities, primarily due to (i) a mandatory work-from-home directive initiated by ETRN for substantially all of ETRN’s and EQM’s workforce beginning on March 13, 2020 to ensure the safety of ETRN’s and EQM’s employees and contractors as well as ETRN’s and EQM’s assets, and (ii) a statewide stay-at-home order issued by the Governor of the Commonwealth of Pennsylvania on April 1, 2020 that is currently in effect until May 8, 2020, which have disrupted the timing of planned ERP system training for ETRN’s and EQM’s employees and contractors involved in the preparation of the Form 10-Q. EQM expects to file the Form 10-Q on May 14, 2020 but in any event no later than June 25, 2020 (which is 45 days after the Form 10-Q’s original filing deadline of May 11, 2020).

oFurther, ~~the~~EQM ~~Applicable~~is ~~Rate~~supplementing ~~(as defined in~~ the ~~Amended~~risk ~~Revolving~~factors ~~Credit~~previously ~~Agreement)~~described ~~under the Revolving Credit Agreement such that: (i) Base Rate Loans (as defined~~ in ~~the~~Item ~~Amended~~1A, ~~Revolving~~“Risk ~~Credit~~Factors” ~~Agreement) bear interest at a base rate plus a margin~~ of ~~0.125% to 1.750% determined on the basis of~~ EQM’s ~~then~~Annual ~~current~~Report ~~credit~~on ~~rating~~Form 10-K for ~~and~~the ~~(ii)~~fiscal ~~Eurodollar~~year ~~Rate~~ended ~~Loans~~December 31, ~~(as~~2019 ~~defined~~filed inwith the ~~Amended~~SEC ~~Revolving~~on ~~Credit~~February 27, ~~Agreement)~~2020 ~~bear interest at a Eurodollar Rate~~ (~~as defined in~~ the ~~Amended~~Annual ~~Revolving Credit Agreement~~Report). ~~plus~~The afollowing ~~margin~~risk offactor ~~1.125%~~disclosure toshould ~~2.750%~~be ~~also~~read ~~determined~~in onconjunction with the ~~basis~~risk offactors ~~EQM’s~~described ~~then~~in ~~current~~the ~~credit~~Annual ~~rating;~~Report. ~~and~~

oThe ~~“Consolidated~~outbreak ~~EBITDA”,~~of ~~such~~coronavirus ~~that~~2019 ~~the~~(COVID-19) ~~Amended~~(or ~~Revolving~~any ~~Credit~~future ~~Agreement~~pandemic), ~~allows~~and ~~for~~related ~~adjustment~~declines ofin ~~“Consolidated~~economic ~~EBITDA”~~output inand ~~any~~associated ~~applicable~~demand ~~period~~ for ~~the~~natural ~~difference~~gas, ~~between~~could ~~the~~harm ~~amount~~our ofbusiness, ~~revenue~~results ~~recognized~~of ~~with~~operations ~~respect to all contractual performance obligations~~ and ~~the~~financial ~~amount~~condition. ~~of consideration received with respect to all contractual performance obligations; and~~

oIn ~~various~~December ~~other~~2019, ~~defined~~COVID-19 ~~terms~~was reported in China, ~~including~~and, in January 2020, the ~~definition~~World ofHealth ~~“Change~~Organization declared it a Public Health Emergency of ~~Control”~~International Concern. COVID-19 has since spread to additional countries including the United States, ~~which~~causing ~~result~~significant inbusiness, ~~conformity~~employment ~~with~~and economic disruptions. Measures adopted by governments to help reduce the ~~Amended~~spread ~~Term~~of ~~Loan~~the ~~(defined~~virus ~~below);~~have adversely affected the economic and financial markets in the United States and many other countries, resulting in an economic downturn of unknown duration and severity.

·Given ~~certain~~the ~~negative~~ongoing ~~covenants~~and ~~under~~dynamic nature of the ~~Revolving~~circumstances, ~~Credit~~it ~~Agreement~~is difficult to predict the impact of the COVID-19 outbreak (or any other outbreak) on the domestic economy, the natural gas industry, or us; however, our business, results of operations and financial condition could be negatively affected in numerous ways, including, without limitation, that:

o• ~~the~~our ~~financial~~customers ~~covenant~~may ~~pursuant~~be toadversely ~~which,~~affected ~~except~~if ~~for certain measurement periods following~~ the ~~consummation~~outbreak ofresults ~~certain~~in ~~acquisitions~~an ~~during~~economic ~~which~~downturn ~~the~~or ~~consolidated~~recession ~~leverage~~and/or ~~ratio~~causes ~~cannot~~declines ~~exceed~~in the ~~greater~~price of, ~~5.50~~demand ~~to 1.00 or the maximum ratio otherwise permitted~~ for ~~the~~and ~~applicable~~production ~~period,~~of ~~the~~natural ~~consolidated~~gas ~~leverage~~or ~~ratio~~prevents ~~cannot~~such ~~exceed,~~customers (a)particularly ~~for~~our ~~each~~largest ~~fiscal~~customer) ~~quarter~~from ~~ending prior to the Amendment Date~~conducting, ~~5.00 to 1.00, (b) for each fiscal quarter ending on and after the Amendment Date and on~~ or ~~prior~~curtails totheir ~~March~~ability ~~31, 2021, 5.75~~ to ~~1.00~~conduct, ~~(c)~~field ~~for~~operations ~~each fiscal quarter ending on~~ and ~~after~~continue ~~June~~natural ~~30,~~gas ~~2021 and on or prior to December 31~~production, ~~2021,~~which ~~5.50~~could toreduce ~~1.00,~~demand ~~(d)~~ for ~~each~~our ~~fiscal~~services, ~~quarter~~negatively ~~ending~~affect throughput on ~~and~~our ~~after~~systems ~~March 31, 2022 and on~~ or ~~prior~~heighten toour ~~December~~exposure ~~31, 2022, 5.25~~ to ~~1.00~~risk ~~and~~of ~~(e)~~loss ~~for~~resulting ~~each~~from ~~fiscal~~the ~~quarter~~nonpayment ~~ending on~~ and/or ~~after~~nonperformance ~~March~~of ~~31,~~our ~~2023, 5.00 to 1.00~~customers; ~~and~~

o• ~~the~~our ~~lien~~operations ~~covenant~~may ~~such~~be ~~that~~disrupted ~~the~~or ~~specified~~become ~~percentage~~less ofefficient, ~~Consolidated~~including ~~Net~~if ~~Tangible~~extended ~~Assets~~and ~~(as~~company-wide ~~defined~~telecommuting inpresents ~~the~~increased ~~Amended~~technology ~~Revolving~~and ~~Credit~~security ~~Agreement)~~risks, ~~applicable~~if toa ~~the~~significant ~~existing~~portion ~~exception~~of ~~for~~ETRN’s ~~liens~~or ~~securing~~our ~~obligations~~employees ~~not~~or contractors are unavailable due to ~~exceed~~illness, ~~such~~if ~~specified~~our ~~percentage~~suppliers atare ~~the~~similarly ~~time~~adversely ofaffected ~~creation,~~or ~~incurrence~~if our field operations, ~~assumption~~including orin ~~imposition~~respect of ~~such~~projects ~~lien~~in isdevelopment, ~~reduced~~were ~~from~~to ~~15%~~be tosuspended 5%or oftemporarily ~~Consolidated~~shut ~~Net~~down ~~Tangible~~or ~~Assets;~~restricted ~~and~~due to outbreak control measures;

o• ~~the~~legal ~~debt~~and ~~covenant~~regulatory ~~such~~processes ~~that~~relating ~~the~~to ~~specified~~our ~~percentage~~projects ofin ~~Consolidated~~development, ~~Net~~including ~~Tangible Assets applicable to~~ the ~~existing~~Mountain ~~exception~~Valley ~~for~~Pipeline ~~debt~~project, ~~incurred~~may bybe ~~subsidiaries~~disrupted ofor ~~EQM~~slowed, ~~not to exceed~~ such ~~specified~~as ~~percentage~~if atrelevant ~~the~~governmental ~~time~~authorities ofsuffer ~~incurrence is~~ reduced ~~from~~workforce ~~15%~~availability due to 5%the ofvirus; ~~Consolidated Net Tangible Assets.~~and

~~The~~• ~~Amended~~resultant ~~Revolving Credit~~disruption ~~Agreement~~to, ~~also~~and ~~includes~~instability anin, ~~additional~~financial ~~negative~~and ~~covenant,~~credit ~~which,~~markets ~~subject~~may toadversely ~~certain~~affect ~~exceptions,~~our ~~limits~~access ~~the~~to ~~ability~~capital, ofleverage ~~EQM~~ and ~~certain~~liquidity oflevels ~~its~~and ~~subsidiaries~~credit toratings, ~~enter~~as ~~into~~well ~~agreements~~as ~~that~~our ~~restrict~~counterparties’ ~~(a)~~access ~~subsidiary~~to ~~dividends~~capital, ~~and~~business ~~distributions~~continuity, ~~(b)~~financial ~~subsidiary guarantees~~stability, ofleverage ~~the~~and ~~obligations~~liquidity ~~under~~levels ~~the~~and ~~Amended~~credit ~~Revolving~~ratings ~~Credit~~(which ~~Agreement~~could orheighten ~~(c)~~counterparty ~~the~~credit ~~creation~~risk ofto ~~liens~~which towe ~~secure~~are ~~obligations~~exposed ~~under~~ in the ~~Amended~~ordinary ~~Revolving~~course ~~Credit~~of ~~Agreement~~our business).

~~The~~Additionally, ~~Revolver~~the ~~Amendment is~~ETRN ~~attached~~shareholder asand ~~Exhibit~~EQM ~~10.1~~limited topartner ~~this~~votes ~~Current~~in ~~Report~~respect of the merger between ETRN and ~~incorporated~~us ~~into~~(the ~~this~~Merger) ~~Item~~could ~~1.01~~be bydelayed, ~~reference.~~and ~~The~~the ~~foregoing~~ability ~~summary~~of ~~has been~~the ~~included~~post-Merger consolidated company to ~~provide~~realize ~~investors~~benefits ~~and~~from ~~security~~the ~~holders~~Merger ~~with~~may ~~information~~be ~~regarding~~adversely affected by the ~~terms~~COVID-19 outbreak (including as a result of the ~~Revolver~~occurrence ~~Amendment~~of ~~and~~any isof ~~qualified in~~the ~~its~~above-described ~~entirety~~factors). byAlthough ~~the~~we ~~terms~~believe that we are following best practices under COVID-19 guidance and ~~conditions~~intend ofto ~~the~~continue ~~Revolver~~to ~~Amendment.~~refine Itour practices as additional guidance is ~~not~~released, ~~intended~~there tois ~~provide~~no guarantee that our efforts or the efforts of any other ~~factual~~entity ~~information about~~or ~~EQM~~authority to mitigate potential adverse impacts of the COVID-19 outbreak, whether on a local, state or ~~its~~national ~~subsidiaries~~level, ~~and~~will ~~affiliates~~be effective.

~~First~~We ~~Amendment~~also may incur additional costs to ~~Term~~further ~~Loan~~attempt ~~Credit Agreement~~to mitigate potential impacts caused by COVID-19 related disruptions, which could adversely affect our financial condition and results of operations. Further, the COVID-19 pandemic may have the effect of heightening many of the other risks set forth in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, as may be updated by risk factor disclosure in our Quarterly Reports on Form 10-Q for subsequent periods. The extent of the impact of COVID-19 on us will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19, duration of the outbreak and related economic effects and after effects (including on the natural gas industry), and actions taken to contain COVID-19 or its impact, among others.

OnCautionary ~~the~~Statement ~~Amendment~~Regarding ~~Date,~~Forward-Looking ~~EQM~~Information entered into an amendment (the Term Loan Amendment) to that certain Term Loan Agreement dated as of August 16, 2019 (the Term Loan Agreement, and as amended by the Term Loan Amendment, the Amended Term Loan Agreement), by and among EQM, Toronto Dominion (Texas) LLC, as administrative agent, and the lenders from time to time party thereto.

~~The~~Disclosures ~~Term~~in ~~Loan~~this ~~Amendment~~ Current Report contain certain forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Words such as “could,” ~~among~~“will,” ~~other~~“may,” ~~things:~~“assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar

·expressions ~~certain~~are ~~defined~~used ~~terms~~to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this Current Report specifically include the impact of the COVID-19 pandemic on EQM and its subsidiaries, including:, among other things, effects on demand for natural gas and EQM’s services, commodity prices, access to capital and the turnout of ETRN’s shareholders and EQM’s limited partners in connection with the required votes related to the Merger. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results.

oAccordingly, ~~the~~investors ~~Applicable~~should ~~Rate~~not ~~(as~~place ~~defined~~undue inreliance ~~the~~on ~~Amended~~forward-looking ~~Term~~statements ~~Loan~~as ~~Agreement)~~a ~~under~~prediction ~~the~~of ~~Term~~actual ~~Loan~~results. ~~Agreement,~~EQM ~~such~~has ~~that:~~based ~~(i)~~these ~~Base~~forward-looking ~~Rate~~statements ~~Loans~~on ~~(as~~current ~~defined~~expectations inand ~~the~~assumptions ~~Amended~~about ~~Term~~future ~~Loan~~events. ~~Agreement)~~While ~~bear~~EQM ~~interest~~considers atthese aexpectations ~~base~~and ~~rate~~assumptions ~~plus~~to abe ~~margin~~reasonable, ofthey ~~0.000%~~are inherently subject to ~~1.625%~~significant ~~determined~~business, oneconomic, ~~the~~competitive, ~~basis~~regulatory and other risks and uncertainties, many of which are difficult to predict and beyond EQM’s ~~then~~control. ~~current~~The ~~credit~~risks ~~rating~~ and ~~(ii)~~uncertainties ~~Eurodollar~~that ~~Rate~~may ~~Loans~~affect ~~(as~~the ~~defined~~operations, inperformance ~~the~~and ~~Amended~~results ~~Term~~of ~~Loan~~EQM’s ~~Agreement)~~business ~~bear~~and ~~interest~~forward-looking atstatements ainclude, ~~Eurodollar~~but ~~Rate~~are ~~(as~~not ~~defined~~limited to, those set forth in EQM’s publicly filed reports with the ~~Amended~~SEC, ~~Term~~including ~~Loan~~those ~~Agreement)~~set ~~plus~~forth aunder ~~margin~~Item of1A, ~~1.000%~~“Risk toFactors” ~~2.625%~~of ~~also~~EQM’s ~~determined~~Annual onReport, ~~the~~as ~~basis~~updated ofin EQM’s ~~then~~Quarterly ~~current~~Reports ~~credit~~on ~~rating;~~Form ~~and~~10-Q for subsequent periods.

oAll ~~“Consolidated~~forward-looking ~~EBITDA”,~~statements ~~such~~speak ~~that~~only as of the ~~Amended~~date ~~Term~~they ~~Loan~~are ~~Agreement~~made ~~allows~~and ~~for~~are ~~adjustment~~based ofon ~~“Consolidated~~information ~~EBITDA”~~available inat ~~any~~that ~~applicable~~time. ~~period~~EQM ~~for~~assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the ~~difference~~date ~~between~~the forward-looking statements were made or to reflect the ~~amount~~occurrence of ~~revenue~~unanticipated ~~recognized~~events ~~with~~except ~~respect~~as torequired ~~all~~by ~~contractual~~federal ~~performance~~securities ~~obligations~~laws. As forward-looking statements involve significant risks and ~~the~~uncertainties, ~~amount~~caution ofshould ~~consideration~~be ~~received~~exercised ~~with~~against ~~respect~~placing toundue ~~all~~reliance ~~contractual~~on ~~performance~~such ~~obligations;~~statements. ~~and~~

·Additional ~~certain~~Information ~~negative~~and ~~covenants~~Where ~~under~~to ~~the~~Find ~~Amended~~It ~~Term Loan Agreement, including:~~

oThis ~~the~~Current ~~financial~~Report ~~covenant~~does ~~pursuant~~not toconstitute ~~which,~~an ~~except~~offer ~~for~~to ~~certain~~sell ~~measurement~~or ~~periods following~~ the ~~consummation~~solicitation of ~~certain~~an ~~acquisitions~~offer ~~during~~to ~~which~~buy ~~the~~any ~~consolidated~~securities ~~leverage~~or ~~ratio~~a ~~cannot~~solicitation ~~exceed the greater~~ of ~~5.50~~any tovote ~~1.00~~ or ~~the~~approval. ~~maximum~~The ~~ratio~~proposed ~~otherwise~~merger ~~permitted~~between ~~for~~EQM ~~the~~and ~~applicable~~ETRN ~~period,~~ (the ~~consolidated leverage ratio cannot exceed, (a~~Merger) ~~for~~will ~~each~~be ~~fiscal~~submitted ~~quarter ending prior~~ to the ~~Amendment~~unitholders ~~Date,~~of ~~5.00~~EQM ~~to 1.00, (b) for each fiscal quarter ending on~~ and ~~after~~ the ~~Amendment~~shareholders ~~Date~~of ~~and~~ETRN ~~on or prior to March 31, 2021, 5.75 to 1.00, (c)~~ for ~~each~~their ~~fiscal quarter ending on and after June 30, 2021 and on or prior to December 31, 2021, 5~~consideration.50 to 1.00, (d) for each fiscal quarter ending on and after March 31, 2022 and on or prior to December 31, 2022, 5.25 to 1.00 and (e) for each fiscal quarter ending on and after March 31, 2023, 5.00 to 1.00; and

oIn ~~the~~connection ~~lien~~with ~~covenant~~their ~~such~~proposed ~~that~~merger, ~~the~~EQM ~~specified~~and ~~percentage~~ETRN ofhave ~~Consolidated~~filed ~~Net~~a ~~Tangible~~registration ~~Assets~~statement on Form S-4 containing a proxy statement/prospectus (asthe ~~defined~~Form inS-4) with the ~~Amended~~SEC. ~~Term~~This ~~Loan~~communication ~~Agreement)~~is ~~applicable~~not toa substitute for the ~~existing~~registration ~~exception~~statement, ~~for~~definitive ~~liens~~proxy ~~securing~~statement/prospectus ~~obligations~~or ~~not~~any toother ~~exceed~~documents ~~such~~that ~~specified~~EQM ~~percentage~~or atETRN may file with the ~~time~~SEC or send to unitholders of ~~creation~~EQM or shareholders of ETRN in connection with the proposed transaction. UNITHOLDERS OF EQM AND SHAREHOLDERS OF ETRN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, ~~incurrence~~INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, ~~assumption~~AND orANY ~~imposition~~OTHER ofRELEVANT ~~such~~DOCUMENTS ~~lien~~FILED isWITH ~~reduced~~THE ~~from~~SEC, ~~15%~~BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. When available, investors and security holders will be able to 5%obtain copies of ~~Consolidated~~these ~~Net~~documents, ~~Tangible~~including ~~Assets;~~the proxy statement/prospectus and the registration statement, and any other documents that may be filed with the SEC with respect to the proposed transactions free of charge at the SEC’s website, http://www.sec.gov, or as described in the following paragraph.

oThe ~~the~~documents ~~debt~~filed ~~covenant~~with ~~such~~the ~~that~~SEC ~~the~~by ~~specified~~EQM ~~percentage~~may ofbe ~~Consolidated~~obtained ~~Net~~free ~~Tangible~~of ~~Assets~~charge ~~applicable~~at toits ~~the~~website ~~existing~~(www.eqm-midstreampartners.com) ~~exception~~or ~~for~~by ~~debt~~requesting ~~incurred~~them by ~~subsidiaries~~mail ofat EQM ~~not~~Midstream toPartners, ~~exceed~~LP, ~~such~~2200 ~~specified~~Energy ~~percentage~~Drive, Canonsburg, PA 15317, Attention: Corporate Secretary, or by telephone at (724) 271-7600. The documents filed with the ~~time~~SEC by ETRN may be obtained free of ~~incurrence~~charge isat ~~reduced~~its ~~from~~website ~~15%~~(www.equitransmidstream.com) toor 5%by ofrequesting ~~Consolidated~~them ~~Net~~by ~~Tangible~~mail ~~Assets~~at Equitrans Midstream Corporation, 2200 Energy Drive, Canonsburg, PA 15317, Attention: Corporate Secretary, or by telephone at (724) 271-7600.

~~The~~Participants ~~Amended~~in ~~Term Loan Agreement also includes an additional negative covenant, which, subject to certain exceptions, limits~~ the ~~ability~~Solicitation of EQM and certain of its subsidiaries to enter into agreements that restrict (a) subsidiary dividends and distributions, (b) subsidiary guarantees of the obligations under the Amended Term Loan Agreement or (c) the creation of liens to secure obligations under the Amended Term Loan Agreement.

~~The~~EQM, ~~Term~~the ~~Loan~~EQM ~~Amendment is~~General ~~attached~~Partner, asETRN ~~Exhibit~~and ~~10.2~~their torespective ~~this~~directors ~~Current~~and ~~Report~~executive ~~and~~officers ~~incorporated~~may ~~into~~be ~~this~~deemed ~~Item~~to ~~1.01~~be byparticipants ~~reference.~~in ~~The~~the ~~foregoing~~solicitation ~~summary~~of ~~has been~~proxies ~~included~~in toconnection ~~provide~~with ~~investors~~the proposed Merger and ~~security~~ETRN’s ~~holders~~stock ~~with~~issuance. ~~information~~Information regarding the ~~terms~~directors and executive officers of the ~~Term~~EQM ~~Loan~~General ~~Amendment~~Partner ~~and~~ is ~~qualified~~ contained in ~~its~~EQM’s ~~entirety~~Annual byReport on Form 10-K for the ~~terms~~year ended December 31, 2019 filed on February 27, 2020. Information regarding the directors and ~~conditions~~executive officers of ETRN is contained in ETRN’s Annual Report on Form 10-K for the ~~Term~~year ~~Loan~~ended ~~Amendment.~~December 31, It2019 isfiled ~~not~~on ~~intended~~February 27, to2020 ~~provide~~and ~~any~~definitive ~~other~~proxy ~~factual~~ statement filed on April 3, 2020. Additional information ~~about~~regarding ~~EQM~~the orinterests ~~its~~of ~~subsidiaries~~participants in the solicitation of proxies in connection with the proposed Merger and ~~affiliates~~ETRN’s stock issuance will be included in the proxy statement/prospectus.

~~Relationships~~Item 9.01 Financial Statements and Exhibits.

~~Certain~~(d) of the lenders under the Amended Revolving Credit Agreement and the Amended Term Loan Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and/or investment banking services for EQM and/or its affiliates, for which they have received or may receive customary fees and expensesExhibits. Certain affiliates of such lenders have acted, and may in the future act, as underwriters, agents, arrangers or lenders, as applicable, in respect of certain of EQM’s and/or its subsidiaries’ and/or affiliates’ debt or equity issuances or credit facilities.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


Exhibit No.		Description

	3.1	Third Amendment to Fourth Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of April 29, 2020.

	104.1	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

~~The~~SIGNATURE ~~information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.~~

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits


	EQM MIDSTREAM PARTNERS, LP
	By: EQGP Services, LLC, its general partner

Date: April 29, 2020	By:	/s/ Kirk R. Oliver
	Name:	Kirk R. Oliver
	Title:	Senior Vice President & Chief Financial Officer

Exhibit No.	Description
10.1	First Amendment to Third Amended and Restated Credit Agreement, dated as of March 30, 2020, by and among EQM Midstream Partners, LP, the lender parties thereto and Wells Fargo Bank, National Association, as administrative agent.
10.2	First Amendment to Term Loan Agreement, dated as of March 30, 2020, by and among EQM Midstream Partners, LP, the lender parties thereto and Toronto Dominion (Texas) LLC, as administrative agent.
104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

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.

		EQM MIDSTREAM PARTNERS, LP
		By: EQGP Services, LLC,
		its general partner
Date: March 30, 2020	By:	/s/ Kirk R. Oliver
		Name: Kirk R. Oliver
		Title: Senior Vice President and Chief Financial
		Officer

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