UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant toTo Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): May 14, 2020

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	~~001~~37-~~35574~~1661577	~~37-1661577~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

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

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:~~None

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):


☒	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~~Title ~~registered~~of ~~pursuant~~each toclass ~~Section~~Trading ~~12(b)~~Symbol Name of ~~the~~each ~~Act:~~exchange on which registered Common Units Representing Limited Partner Interests EQM New York Stock Exchange

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 52.0302. Results ~~Amendments to Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year~~Condition.

~~On April 29~~Today, ~~2020,~~Equitrans ~~the~~Midstream ~~Board~~Corporation ~~of Directors of EQGP Services, LLC, a Delaware limited liability company~~ and ~~the general partner (the~~ EQM ~~General Partner) of EQM~~ Midstream Partners, LP, issued a ~~Delaware~~joint ~~limited~~news ~~partnership~~release ~~(EQM),~~announcing ~~approved~~their ~~the~~first ~~Third~~quarter ~~Amendment~~2020 ~~(the~~earnings. A ~~Amendment)~~copy toof the ~~Fourth~~news ~~Amended~~release ~~and~~is ~~Restated~~attached ~~Agreement~~hereto ofand ~~Limited~~furnished ~~Partnership of EQM,~~ as ~~amended~~Exhibit 99.1 ~~The~~and ~~Amendment~~is ~~provides~~incorporated ~~that the EQM General Partner may authorize participation~~ in ~~any~~this ~~meeting~~report ~~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~~reference.

The ~~Amendment~~information isin ~~attached~~this asForm 8-K, including the accompanying Exhibit 399.1, toshall ~~this~~not ~~Current~~be ~~Report~~deemed on"filed" ~~Form~~for ~~8-K~~purposes ~~(Current~~of ~~Report)~~Section ~~and~~18 ~~incorporated~~of ~~into~~the ~~this~~United ~~Item~~States ~~5.03~~Securities byExchange ~~reference.~~Act ~~The~~of ~~foregoing~~1934, ~~summary~~as ~~has~~amended ~~been~~(Exchange ~~included~~Act), or otherwise subject to ~~provide~~the ~~investors~~liability ~~and~~of ~~security~~such ~~holders~~section, ~~with~~nor shall such information ~~regarding~~be deemed incorporated by reference in any filing under the ~~terms~~United States Securities Act of ~~the~~1933, ~~Amendment~~as ~~and~~amended is(Securities ~~qualified~~Act), inor ~~its~~the ~~entirety~~Exchange byAct, whether made before or after the ~~terms~~date hereof and regardless of ~~the~~any ~~Amendment.~~general Itincorporation islanguage ~~not~~in ~~intended~~such tofiling, ~~provide~~except ~~any~~as ~~other~~shall ~~factual~~be ~~information~~expressly ~~about~~set ~~EQM~~forth orby ~~its~~specific ~~subsidiaries~~reference ~~and~~in ~~affiliates.~~such filing.

~~Item~~Forward-Looking ~~8.01. Other Events.~~Statements

~~EQM~~This ~~will~~communication becontains ~~relying~~certain onforward-looking statements within the ~~U.S.~~meaning ~~Securities~~of ~~and~~Section 21E of the Exchange ~~Commission’s~~Act, (and Section 27A of the ~~SEC)~~the ~~March 25~~Securities Act, ~~2020~~concerning ~~Order~~ETRN ~~(Release~~and NoEQM, the proposed transactions and other matters. ~~34-88465)~~ ~~pursuant~~These statements may discuss goals, intentions and expectations as to ~~Section 36~~future plans, trends, events, results of ~~the~~operations ~~Securities~~or ~~Exchange~~financial ~~Act~~condition, or otherwise, based on current beliefs of ~~1934~~the management of ETRN and EQM, as ~~amended~~well ~~(Exchange~~as ~~Act)~~assumptions made by, and information currently available to, ~~delay~~such ~~the~~management. ~~filing~~Words ofsuch ~~its~~as ~~Quarterly~~“could,” ~~Report~~“will,” on“may,” ~~Form 10-Q for~~“assume,” ~~the~~“forecast,” ~~quarter~~“position,” ~~ended~~“predict,” ~~March 31~~“strategy,” ~~2020~~“expect,” ~~(the~~“intend,” ~~Form~~“plan,” ~~10-Q) due~~“estimate,” to“anticipate,” ~~circumstances~~“believe,” ~~related~~“project,” ~~to the~~“budget,” ~~coronavirus~~“potential,” ~~2019~~or ~~(COVID~~“continue,” and similar expressions are used to identify forward-~~19)~~looking ~~pandemic~~statements. ~~During~~ These statements are subject to various risks and uncertainties, many of which are outside the ~~first~~parties' ~~quarter~~control. Without limiting the generality of ~~2020~~the foregoing, ~~Equitrans~~forward-looking ~~Midstream~~statements ~~Corporation~~contained in this communication specifically include expectations of plans, ~~the~~strategies, ~~ultimate~~objectives ~~parent~~and ~~company~~growth and anticipated financial and operational performance of ETRN, EQM ~~(ETRN)~~and their respective affiliates, including whether the proposed transactions will be completed, as expected or at all, the ~~implementation~~timing of the ~~first~~closing ~~phase~~ of athe proposed transaction, and whether the conditions to the proposed transactions can be satisfied guidance regarding EQM's gathering, transmission and storage and water service revenue and volume growth, including the anticipated effects associated with the new ~~enterprise~~Gas ~~resources~~Gathering ~~planning~~and Compression Agreement and related documents entered into with EQT Corporation (~~ERP~~EQT) ~~system~~as described herein (collectively, ~~which~~the ~~included~~EQT Global GGA); projected revenue (including from firm reservation fees and deferred revenues), ~~among~~and ~~other~~expenses, ~~things~~and contract liabilities and the effects on projected revenue and contract liabilities associated with the EQT Global GGA and the Mountain Valley Pipeline (MVP) project; the ultimate gathering fee relief provided to EQT under the EQT Global GGA and related agreements, including the ~~cutover~~exercise by EQT of aany ~~substantial~~cash-out ~~majority~~option ofas an alternative to receiving relief; ETRN’s and EQM’s ~~financial~~ability ~~systems.~~to ~~The COVID~~de-~~19 pandemic~~lever; ~~has~~forecasted ~~resulted~~adjusted inEBITDA, ~~very~~water ~~limited~~EBITDA, ~~access~~net income, net income attributable to ETRN’s, adjusted net income attributable to ETRN, net cash provided by operating activities, distributable cash flow, free cash flow, retained free cash flow, leverage ratio, coverage ratio, and ~~EQM’s~~deferred ~~facilities~~revenue; the weighted average contract life of gathering, ~~primarily~~transmission ~~due~~and tostorage contracts; infrastructure programs (iincluding the timing, cost, capacity and sources of funding with respect to gathering, transmission and storage and water expansion projects) a; ~~mandatory~~the ~~work~~cost, capacity, timing of regulatory approvals, final design and targeted in-~~from-home~~service ~~directive~~dates ~~initiated~~of bycurrent ~~ETRN~~projects; ~~for~~the ~~substantially~~ultimate ~~all~~terms, partners and structure of ~~ETRN’s~~Mountain Valley Pipeline, LLC (MVP JV) and ownership interests therein; expansion projects in EQM’'s ~~workforce~~operating ~~beginning~~areas onand ~~March 13,~~in ~~2020~~areas that would provide access to ~~ensure~~new ~~the~~markets; ~~safety~~EQM's ofability to provide produced water handling services and realize expansion opportunities and related capital avoidance; ETRN’s and EQM’'s ~~employees~~ability to identify and ~~contractors~~complete asacquisitions ~~well~~and asother strategic transactions, including the proposed merger with EQM and joint ventures, effectively integrate transactions into ETRN’s and EQM’'s ~~assets~~operations, and achieve synergies, system optionality and accretion associated with transactions, including through increased scale; EQM's ability to access commercial opportunities and new customers for its water services business, and the timing and final terms of any definitive water services agreement or agreements between EQT and EQM entered into pursuant to the letter agreement between the parties in respect of water services (iiWater Services Letter Agreement) a; ~~statewide~~any ~~stay-at-home order~~further ~~issued~~credit byrating impacts associated with the ~~Governor~~MVP project, customer credit ratings changes, including EQT's, and defaults, acquisitions and financings and any further changes in EQM’s credit ratings; the ability of EQM's contracts to survive a customer bankruptcy or restructuring; expected transaction expenses related to the ~~Commonwealth~~proposed merger with EQM and related transactions; the possible diversion of ~~Pennsylvania~~management time on ~~April 1,~~issues ~~2020~~relating ~~that~~to isthe ~~currently~~proposed inmerger ~~effect~~with ~~until~~EQM; ~~May 8,~~the ~~2020,~~impact ~~which~~and ~~have~~outcome ~~disrupted~~of pending and future litigation relating to the proposed merger with EQM; related the timing and amount of ~~planned~~future ~~ERP~~issuances ~~system~~or ~~training~~repurchases ~~for~~of securities; effects of conversion of EQM securities in connection with ETRN’s ~~and~~proposed acquisition of EQM’s ~~employees~~or otherwise; effects of seasonality; expected cash flows and ~~contractors~~MVCs, ~~involved~~including inthose associated with the ~~preparation~~EQT ofGlobal ~~the~~GGA ~~Form 10-Q.~~ and any definitive agreement or agreements between EQT and EQM ~~expects~~related to ~~file~~the Water Services Letter Agreement, and the ~~Form 10-Q on~~potential ~~May 14~~impact thereon of the timing and cost of hte MVP project; capital commitments; projected capital contributions and capital and operating expenditures, ~~2020~~including ~~but~~the inamount ~~any~~and ~~event~~timing noof ~~later~~reimbursable ~~than~~capital ~~June 25~~expenditures, ~~2020~~capital ~~(which~~budget isand 45sources ~~days~~of ~~after~~funds for capital expenditures; dividend and distribution amounts and timing and rates; the ~~Form 10-Q~~effect and outcome of pending and future litigation and regulatory proceedings; changes in commodity prices and the effect of commodity prices on ETRN's and EQM's business; liquidity and financing requirements, including sources and availability; interest rates; EQM’s ~~original~~ ~~filing~~and ~~deadline~~EQM’s ofsubsidiaries’ ~~May 11~~respective abilities to service debt under, ~~2020).~~and comply with the covenants contained in, their respective credit agreements; expectations rega

~~Further,~~rding production volumes in EQM's isareas ~~supplementing~~of operations; ETRN’s and EQM’s abilities to achieve the ~~risk~~anticipated ~~factors~~benefits ~~previously~~associated ~~described~~with inthe ~~Item~~execution 1Aof the EQT Global GGA, ~~“Risk~~the ~~Factors”~~Water ofServices Letter Agreement and the merger agreement entered into between EQM’s ~~Annual~~and ~~Report~~ETRN and related agreements; the impact on ~~Form 10-K for~~ETRN and its subsidiaries of the ~~fiscal~~coronavirus ~~year~~2019 ~~ended~~(COVID-19) ~~December 31~~pandemic, ~~2019~~including, ~~filed~~among ~~with~~other ~~the~~things, ~~SEC~~effects on ~~February 27~~demand for natural gas and EQM's services, ~~2020~~commodity (prices and access to capital; the ~~Annual~~effects ~~Report).~~of ~~The~~government ~~following~~regulation; ~~risk~~and ~~factor~~tax ~~disclosure~~status ~~should~~and beposition. These ~~read~~forward-looking instatements ~~conjunction~~involve ~~with~~risks ~~the~~and ~~risk~~uncertainties ~~factors~~that ~~described~~could incause ~~the~~actual ~~Annual~~results ~~Report.~~to differ materially from projected results.

Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. ETRN and EQM have based these forward-looking statements on current expectations and assumptions about future events. While ETRN and EQM consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond ETRN’s and/or EQM’s control. The ~~outbreak~~risks and uncertainties that may affect the operations, performance and results of ~~coronavirus~~ETRN’s ~~2019~~and ~~(COVID~~EQM’s business and forward-~~19)~~looking statements include, but are not limited to, those set forth under (ori) ~~any~~Item ~~future~~1A, ~~pandemic~~"Risk Factors" in ETRN's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the SEC), as may be updated by Part II, Item 1A, "Risk Factors," of ETRN’s subsequent Quarterly Reports on Form 10-Q filed with the SEC, and ~~related~~(ii) ~~declines~~Item 1A, "Risk Factors" in ~~economic~~EQM's ~~output~~Annual ~~and~~Report ~~associated~~on ~~demand~~Form 10-K for ~~natural~~the ~~gas~~year ended December 31, ~~could~~2019 ~~harm~~filed ~~our~~with ~~business~~the SEC, ~~results~~as may be updated by Part II, Item 1A, "Risk Factors," of ~~operations~~EQM’s ~~and~~subsequent ~~financial~~Quarterly ~~condition~~Reports on Form 10-Q filed with the SEC. Any forward-looking statement speaks only as of the date on which such statement is made, and neither ETRN nor EQM intends to correct or update any forward-looking statement, unless required by securities laws, whether as a result of new information, future events or otherwise.

InAll ~~December 2019, COVID~~forward-19looking ~~was~~statements ~~reported~~speak inonly ~~China,~~as ~~and,~~of inthe ~~January~~date ~~2020,~~they ~~the~~are ~~World~~made ~~Health~~and ~~Organization~~are ~~declared~~based iton ainformation ~~Public~~available ~~Health~~at ~~Emergency~~that oftime. ~~International~~ETRN ~~Concern.~~and ~~COVID-19~~EQM ~~has~~assume ~~since~~no ~~spread~~obligation to ~~additional~~update ~~countries~~forward-looking ~~including~~statements ~~the~~to ~~United~~reflect ~~States,~~circumstances ~~causing~~or ~~significant~~events ~~business,~~that ~~employment~~occur ~~and~~after ~~economic~~the ~~disruptions.~~date ~~Measures~~the ~~adopted~~forward-looking bystatements ~~governments~~were tomade ~~help~~or ~~reduce~~to reflect the ~~spread~~occurrence of ~~the~~unanticipated ~~virus~~events ~~have~~except ~~adversely~~as ~~affected~~required ~~the~~by ~~economic~~federal ~~and~~securities ~~financial~~laws. ~~markets~~As inforward-looking ~~the~~statements ~~United~~involve ~~States~~significant risks and ~~many other countries~~uncertainties, ~~resulting~~caution inshould anbe ~~economic~~exercised ~~downturn~~against ofplacing ~~unknown~~undue ~~duration~~reliance ~~and~~on ~~severity~~such statements.

~~Given~~No ~~the~~Offer ~~ongoing and dynamic nature of the circumstances, it 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: Solicitation

•This ~~our~~communication ~~customers~~is ~~may~~not beintended ~~adversely~~to ~~affected~~and ifdoes not constitute an offer to sell or the ~~outbreak~~solicitation ~~results~~of inan offer to subscribe for or buy or an ~~economic~~invitation ~~downturn~~to purchase or ~~recession~~subscribe ~~and/~~for any securities or ~~causes~~the ~~declines~~solicitation of any vote in any jurisdiction pursuant to the ~~price~~proposed oftransactions or otherwise, ~~demand~~nor ~~for~~shall ~~and~~there ~~production~~be ofany ~~natural~~sale, ~~gas~~issuance or ~~prevents~~transfer ~~such~~of ~~customers~~securities ~~(particularly~~in ~~our~~any ~~largest~~jurisdiction ~~customer)~~in ~~from~~contravention ~~conducting,~~of orapplicable ~~curtails~~law. No ~~their~~offer ~~ability~~of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Subject to ~~conduct,~~certain ~~field~~exceptions ~~operations~~to ~~and~~be ~~continue~~approved ~~natural~~by ~~gas~~the ~~production,~~relevant ~~which~~regulators ~~could~~or ~~reduce~~certain ~~demand~~facts ~~for~~to ~~our~~be ~~services~~ascertained, ~~negatively~~the ~~affect~~public ~~throughput~~offer onwill ~~our~~not ~~systems~~be made directly or ~~heighten~~indirectly, ~~our~~in ~~exposure~~or into any jurisdiction where to ~~risk~~do so would constitute a violation of ~~loss~~the ~~resulting~~laws ~~from~~of such jurisdiction, or by use of the ~~nonpayment~~mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and/ the internet) of interstate or ~~nonperformance~~foreign commerce, or any facility of ~~our~~a ~~customers;~~national securities exchange, of any such jurisdiction.

•Additional ~~our~~Information ~~operations may be disrupted or become less efficient, including if extended~~ and ~~company-wide~~Where ~~telecommuting~~To ~~presents~~Find ~~increased~~It technology and security risks, if a significant portion of ETRN’s or our employees or contractors are unavailable due to illness, if our suppliers are similarly adversely affected or if our field operations, including in respect of projects in development, were to be suspended or temporarily shut down or restricted due to outbreak control measures;

•In ~~legal~~connection with their proposed transactions, ETRN and ~~regulatory~~EQM ~~processes~~filed ~~relating~~a toregistration ~~our~~statement ~~projects~~on inForm ~~development~~S-4, ~~including~~containing a joint proxy statement/prospectus (the ~~Mountain~~Form ~~Valley~~S-4) ~~Pipeline~~with ~~project~~the SEC. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that ETRN or EQM may befile ~~disrupted~~with the SEC or ~~slowed~~send to the shareholders of ETRN or the unitholders of EQM in connection with the proposed transactions. SHAREHOLDERS OF ETRN AND UNITHOLDERS OF EQM ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, ~~such~~INCLUDING asTHE ifFORM ~~relevant~~S-4 ~~governmental~~AND ~~authorities~~THE ~~suffer~~DEFINITIVE ~~reduced~~PROXY ~~workforce~~STATEMENT/PROSPECTUS ~~availability~~INCLUDED ~~due~~THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. When available, investors and security holders will be able to obtain copies of these documents, including the ~~virus;~~proxy statement/prospectus, 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.

•The ~~resultant~~documents ~~disruption~~filed ~~to,~~with ~~and~~the ~~instability~~SEC ~~in,~~by ~~financial~~ETRN ~~and~~may ~~credit~~be ~~markets~~obtained ~~may~~free ~~adversely~~of ~~affect~~charge ~~our~~at ~~access~~its towebsite ~~capital,~~(www.equitransmidstream.com) ~~leverage~~or ~~and~~by ~~liquidity~~requesting ~~levels~~them ~~and~~by ~~credit~~mail ~~ratings,~~at asEquitrans ~~well~~Midstream asCorporation, ~~our~~2200 ~~counterparties’~~Energy ~~access~~Drive, ~~to capital~~Canonsburg, ~~business~~PA ~~continuity~~15317, ~~financial~~Attention: ~~stability~~Corporate Secretary, ~~leverage~~or ~~and~~by ~~liquidity~~telephone ~~levels~~at ~~and~~(724) ~~credit~~271-7600. ~~ratings~~The documents filed with the SEC by EQM may be obtained free of charge at its website (~~which~~www.eqm-midstreampartners.com) ~~could~~or ~~heighten~~by ~~counterparty~~requesting ~~credit~~them ~~risk~~by tomail ~~which~~at weEQM ~~are~~Midstream ~~exposed~~Partners, inLP, ~~the~~2200 ~~ordinary~~Energy ~~course~~Drive, ofCanonsburg, ~~our~~PA ~~business~~15317, Attention: Corporate Secretary, or by telephone at (724) 271-7600.

Additionally, the ETRN shareholder and EQM limited partner votes in respect of the merger between ETRN and us (the Merger) could be delayed, and the ability of the post-Merger consolidated company to realize benefits from the Merger may be adversely affected by the COVID-19 outbreak (including as a result of the occurrence of any of the above-described factors). Although we believe that we are following best practices under COVID-19 guidance and intend to continue to refine our practices as additional guidance is released, there is no guarantee that our efforts or the efforts of any other entity or authority to mitigate potential adverse impacts of the COVID-19 outbreak, whether on a local, state or national level, will be effective.

We also may incur additional costs to further attempt 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.

Cautionary Statement Regarding Forward-Looking Information

Disclosures in this 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,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar

expressions are used 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.

Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQM has based these forward-looking statements on current expectations and assumptions about future events. While EQM considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond EQM’s control. The risks and uncertainties that may affect the operations, performance and results of EQM’s business and forward-looking statements include, but are not limited to, those set forth in EQM’s publicly filed reports with the SEC, including those set forth under Item 1A, “Risk Factors” of EQM’s Annual Report, as updated in EQM’s Quarterly Reports on Form 10-Q for subsequent periods.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. EQM assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Additional Information and Where to Find It

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger between EQM and ETRN (the Merger) will be submitted to the unitholders of EQM and the shareholders of ETRN for their consideration.

In connection with their proposed merger, EQM and ETRN have filed a registration statement on Form S-4 containing a proxy statement/prospectus (the Form S-4) with the SEC. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that EQM or ETRN may file with the SEC or send to unitholders of 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, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. When available, investors and security holders will be able to obtain copies of these documents, including 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.

The documents filed with the SEC by EQM may be obtained free of charge at its website (www.eqm-midstreampartners.com) or by requesting them by mail at EQM Midstream Partners, LP, 2200 Energy Drive, Canonsburg, PA 15317, Attention: Corporate Secretary, or by telephone at (724) 271-7600. The documents filed with the SEC by ETRN may be obtained free of charge at its website (www.equitransmidstream.com) or by requesting them by mail at Equitrans Midstream Corporation, 2200 Energy Drive, Canonsburg, PA 15317, Attention: Corporate Secretary, or by telephone at (724) 271-7600.

Participants in the Solicitation

ETRN, EQM, ~~the~~ EQM’s ~~General~~general ~~Partner,~~partner ~~ETRN~~ and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed ~~Merger and ETRN’s stock issuance~~transactions. Information regarding the directors and executive officers of ~~the~~ETRN ~~EQM General Partner~~ is contained in ~~EQM~~ETRN’s ~~Annual Report on~~ Form 10-K for the year ended December 31, 2019 and definitive proxy statement filed with the SEC on ~~February 27~~April 3, ~~2020~~2019. Information regarding the directors and executive officers of ~~ETRN~~EQM’s general partner is contained in ~~ETRN~~EQM’s ~~Annual Report on~~ Form 10-K for the year ended December 31, 2019 ~~filed on February 27, 2020 and definitive proxy statement filed on April 3, 2020~~. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed ~~Merger~~transactions ~~and~~is ~~ETRN’s stock issuance will be~~ included in the proxy statement/prospectus.

Item 9.01 . Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1		News release dated May 14, 2020 issued by Equitrans Midstream Corporation and EQM Midstream Partners, LP
	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.
	104.1		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
			EQM Midstream Partners, LP
				By: EQGP Services, LLC, its general partner
			(Registrant)
Date: April 29, 2020				By:	/s/ Kirk R. Oliver
		By:	EQGP Services, LLC, its General Partner
				Name:	Kirk R. Oliver
		By:	/s/ Kirk R. Oliver
				Title:	Senior Vice President & Chief Financial Officer
			Kirk R. Oliver
			Senior Vice President and Chief Financial Officer
Date:	May 14, 2020

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