Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Teekay Holdings owns immediately prior to the Offering 14,800,000 Common Units (referred to herein as the “Sponsor Units”); and the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, as described in the Disclosure Package and the Prospectus, or under applicable securities laws).
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. (i) Teekay Holdings Limited, a Bermuda corporation (“Teekay Holdings”), which is a wholly-owned subsidiary of Teekay Corporation, a Xxxxxxxx Islands corporation (“Teekay”), owns 22,362,814 Common Units (as defined in the Partnership Agreement) (referred to herein as the “Sponsor Units”) and (ii) the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, as described in the Disclosure Package and the Prospectus, or under applicable securities laws).
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Teekay Holdings Limited, a Bermuda company (“Teekay Holdings”) directly owns immediately prior to the Offering, 25,208,274 Common Units (all such Common Units being collectively referred to herein as the “Sponsor Units”), and the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement as described in the Pricing Disclosure Package and the Prospectus, or under applicable securities laws).
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. (i) Teekay Corporation, a Xxxxxxxx Islands corporation (“Teekay”), owns, indirectly, 25,208,274 Common Units (as defined in the Partnership Agreement) (referred to herein as the “Sponsor Units”) and (ii) the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens, except (A) restrictions on transferability contained in the Partnership Agreement or under applicable securities laws and (B) pursuant to the Margin Loan Agreement dated as of December 21, 2012 by and among Teekay Finance Limited, a Bermuda exempted company, the lenders party thereto, and Citibank, N.A., as administrative agent, as amended (the “Margin Loan Agreement”).
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Assuming no purchase by the Underwriters of any Option Units, on the Closing Date and each settlement date, after giving effect to the Transactions, EQT Midstream Investments will own the Sponsor Units and the General Partner will own 100% of the Incentive Distribution Rights; all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)); and EQT Midstream Investments will own the Sponsor Units, and the General Partner will own the Incentive Distribution Rights, in each case free and clear of all Liens except for (A) restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus and (B) Liens created or arising under the EQT Credit Agreement.
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Teekay Holdings Limited, a Bermuda company (“Teekay Holdings”) directly owns immediately prior to the Offering, 8,734,572 Common Units and 14,734,572 Subordinated Units (all such Common and Subordinated Units being collectively referred to herein as the “Sponsor Units”), and the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement as described in the Pricing Disclosure Package and the Prospectus, or under applicable securities laws).
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Teekay Corporation, a Xxxxxxxx Islands corporation, directly or indirectly owns immediately prior to the Offering, 25,208,274 Common Units (all such Common Units being collectively referred to herein as the “Sponsor Units”), and the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”), in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement as described in the Pricing Disclosure Package and the Prospectus, or under applicable securities laws).
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. As of the date hereof, EQT Midstream Investments owns 3,443,902 Common Units and 17,339,718 subordinated units (“Subordinated Units” and with the Common Units held by EQT Midstream Investments, the “Sponsor Units”), and the General Partner owns all of the Incentive Distribution Rights (as such term is defined in the Partnership Agreement, the “IDRs”); all of such Sponsor Units and IDRs and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)); and EQT Midstream Investments owns the Sponsor Units, and the General Partner owns the IDRs, in each case free and clear of all Liens except for (A) restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus and (B) Liens created or arising under that certain Amended and Restated Revolving Credit Agreement, dated as of February 18, 2014 among EQT Corporation, PNC Bank, National Association, as administrative agent, swing line lender and L/C issuer, and the other L/C issuers and lenders party thereto (as amended and modified, the “EQT Credit Agreement”).
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. As of the date hereof, EQT Midstream Investments, LLC, a Delaware limited liability company (“EQT Midstream Investments”), owns 3,959,952 common units representing limited partner interests in the Partnership (“Common Units”) and 17,339,718 subordinated units (as such term is defined in the Partnership Agreement, the “Subordinated Units” and with the Common Units held by EQT Midstream Investments, the “Sponsor Units”), and the General Partner owns all of the Incentive Distribution Rights (as such term is defined in the Partnership Agreement, the “IDRs”); all of such Sponsor Units and IDRs and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)); and EQT Midstream Investments owns the Sponsor Units, and the General Partner owns the IDRs, in each case free and clear of all Liens except for
Ownership of the Sponsor Units and Incentive Distribution Rights in the Partnership. Teekay Shipping Corporation, a Mxxxxxxx Islands corporation and the owner of the General Partner (“TSC”), directly or indirectly owns, immediately prior to the Offering, 8,734,572 Common Units and 14,734,572 Subordinated Units (all such Common and Subordinated Units being collectively referred to herein as the “Sponsor Units”); and the General Partner owns 100% of the Incentive Distribution Rights (as defined in the Partnership Agreement) (the “Incentive Distribution Rights”). All of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Partnership’s Form 8-A/A filed with the Commission on September 29, 2006 (the “Form 8-A/A”) under the caption “Our Partnership Agreement —Limited Liability”); and TSC and the General Partner own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement as described in the Pricing Disclosure Package and the Prospectus, or under applicable securities laws).
