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 (Date of earliest event reported) |
July 25, 2013 |
EQT Midstream Partners, LP
(Exact
name of registrant as specified in its charter)
DELAWARE |
1-35574 |
37-1661577 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania |
15222 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code |
(412) 553-5700 |
(Former name
or former address, if changed since last report)
None
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))
Item 2.02. Results of Operations and Financial Condition.
Today, EQT Midstream Partners, LP (“EQT Midstream Partners”) issued a press release announcing its second quarter 2013 earnings. A copy of EQT Midstream Partners’ press release is attached hereto and furnished as Exhibit 99.1 and is incorporated in this report by reference.
The information in this Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated July 25, 2013 issued by EQT Midstream Partners, LP
SIGNATURES
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.
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EQT Midstream Partners, LP |
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(Registrant) |
||
By: |
EQT Midstream Services, LLC, its General Partner |
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|
|
By: |
/s/ Philip P. Conti |
Philip P. Conti |
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Senior Vice President and Chief Financial Officer |
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Date: |
July 25, 2013 |
EXHIBIT INDEX
Exhibit No. |
Document Description |
99.1 |
Press release dated July 25, 2013 issued by EQT Midstream Partners, LP |
Exhibit 99.1
EQT Midstream Partners Reports Second Quarter 2013 Results
PITTSBURGH--(BUSINESS WIRE)--July 25, 2013--EQT Midstream Partners, LP (NYSE: EQM), an EQT Corporation company, today announced second quarter 2013 financial and operating results. Net income for the quarter totaled $17.9 million and adjusted EBITDA was $23.4 million. Distributable cash flow was $21.1 million for the quarter. Adjusted operating income was $3.9 million, or 24% higher than the same quarter last year. The non-GAAP financial measures are reconciled in the Non-GAAP Disclosures section below.
Additional Highlights:
EQT Midstream Partners, LP (Partnership) closed its initial public offering (IPO) on July 2, 2012. Results for periods prior to the IPO are attributable to its predecessor, Equitrans, LP (Equitrans).
The Partnership had a capital lease with EQT for the lease of the Sunrise Pipeline (Sunrise), and operated the pipeline as part of its transmission and storage system. Revenues and expenses associated with Sunrise have been included in the Partnership’s financial statements since Sunrise was turned in line in July 2012. Prior to the Sunrise acquisition, monthly lease payments to EQT offset the impact on the Partnership’s distributable cash flow; therefore, second quarter 2013 results are discussed on an adjusted basis, excluding Sunrise. The revenues and expenses associated with Sunrise are found in the reconciliation table in the Non-GAAP Disclosures section below. The lease payment, which totaled $8.3 million in the second quarter, did not have a net positive or negative impact on distributable cash flow. The lease was terminated on July 22, 2013 in connection with the Sunrise acquisition.
For the second quarter, adjusted operating revenues increased $5.9 million, or 20%, compared to the same quarter last year. The increase was primarily due to higher system throughput related to growth in Marcellus Shale development and an increase in contracted transmission capacity associated with the Blacksville Compressor project that was completed in September 2012. Adjusted operating expenses increased $2.1 million versus the second quarter of 2012 and included $0.5 million related to the Sunrise acquisition.
Operating revenues are seasonal, and based on utility customer contracts, are currently expected to be about $2 million per quarter higher in the first and fourth quarters of each year.
Sunrise Acquisition
On July 22, 2013, the Partnership acquired
Sunrise from EQT for $507.5 million cash and $32.5 million of common and
general partner units, with an additional $110 million of consideration
to be paid to EQT if an additional third-party transportation agreement
becomes effective. The additional consideration payment relates to a
20-year firm transportation agreement that becomes effective upon the
close of EQT’s sale of its natural gas distribution business, which is
subject to regulatory reviews that are expected to be completed by
year-end 2013.
The Sunrise assets consist of 41.5 miles of 24-inch diameter FERC-regulated pipeline that parallels and interconnects with the segment of the Partnership’s transmission and storage system from Wetzel County, West Virginia to Greene County, Pennsylvania; the Jefferson compressor station in Greene County; and an interconnect with the Texas Eastern pipeline in Greene County. Sunrise has existing throughput capacity of approximately 400 BBtu per day, all of which is subscribed under firm transmission contracts. In addition, the Jefferson compressor station is currently being expanded and will provide approximately 550 BBtu per day of additional capacity, which is fully subscribed. The Jefferson compressor expansion is expected to be in-service in the third quarter 2014. As a result of the expansion, and including the anticipated new third-party transportation agreement described above, Sunrise adjusted EBITDA is expected to grow from a current annual run rate of approximately $40 million, to approximately $55 million in 2014 and approximately $80 million in 2015.
Follow-on Equity Offering
In conjunction with the Sunrise
acquisition, the Partnership completed an offering of 12,650,000 common
units representing limited partner interests, which included the full
exercise of the underwriters’ over-allotment option. The offering closed
on July 22, 2013, with proceeds used to fund the Sunrise acquisition.
The Partnership received gross proceeds of approximately $550 million and net proceeds of approximately $529 million from the offering, after deducting the underwriters’ discount and estimated offering expenses of approximately $21 million. The Partnership used the net offering proceeds to fund the cash payment to EQT related to the Sunrise acquisition. Taking into account the proceeds from the offering and the Sunrise acquisition, the Partnership has zero debt outstanding and approximately $46 million of cash.
Quarterly Distribution
The Partnership announced a quarterly
cash distribution of $0.40 per unit for the second quarter of 2013. The
distribution will be paid on August 14, 2013 to all unitholders of
record at the close of business on August 5, 2013.
Guidance
The Partnership increased its 2013 forecast for
adjusted EBITDA and distributable cash flow, which includes the impact
of the Sunrise acquisition. Adjusted EBITDA is expected to be between
$113 and $118 million and distributable cash flow is expected to be
between $95 and $100 million. The Partnership forecasts third quarter
adjusted EBITDA to be approximately $30 - $33 million.
CAPITAL EXPENDITURES
Expansion
Second quarter expansion capital expenditures
totaled $6.7 million, of which $3.4 million related to the Low Pressure
East Pipeline project and the balance for new interconnects and other
system upgrades. During the second quarter the Partnership completed the
Morris III interconnect, which added 300 BBtu per day of incremental
transmission capacity.
The Partnership forecasts expansion capital expenditures of $43 million for 2013. Approximately $25 million will be for the Low Pressure East Pipeline project, which will upgrade nearly 26 miles of existing pipeline in Greene, Washington and Allegheny counties of Pennsylvania. The project will add 150 BBtu per day of transmission capacity and is expected to be completed in the fourth quarter of 2013. A total of $5 million is related to the Jefferson compressor expansion project. The remaining $13 million is for new interconnects and dehydration upgrades.
Ongoing Maintenance
Ongoing maintenance capital expenditures
are cash expenditures made to maintain, over the long term, the
Partnership’s operating capacity or operating income. Ongoing
maintenance capital expenditures are all maintenance capital
expenditures other than funded regulatory compliance capital
expenditures and reimbursable maintenance capital expenditures. Ongoing
maintenance capital expenditures totaled $2.1 million in the second
quarter 2013 and $4.2 million year-to-date. The Partnership forecasts
ongoing maintenance capital expenditures of $17 million for 2013.
Maintenance-related capital expenditures are expected to vary
quarter-to-quarter, primarily based on increased activity when weather
is favorable.
Reimbursable Maintenance
Plugging and abandonment and bare
steel replacement capital expenditures are referred to as reimbursable
maintenance capital expenditures in the reconciliation table in the
Non-GAAP Disclosures section below.
Plugging and Abandonment
EQT has agreed, for ten years
following the IPO, to reimburse the Partnership for plugging and
abandonment expenditures associated with certain identified wells.
Plugging and abandonment capital expenditures totaled $0.1 million in
the second quarter, all of which will be reimbursed by EQT.
Bare Steel Replacement Program
EQT has agreed, for ten years
following the IPO, to reimburse the Partnership for bare steel
replacement capital expenditures in the event that ongoing maintenance
capital expenditures and bare steel capital expenditures exceed $17.2
million in any calendar year. EQT Corporation will reimburse the
Partnership for the lesser of (i) the amount of bare steel replacement
capital expenditures during such year; and (ii) the amount by which
ongoing maintenance capital expenditures and bare steel capital
expenditures exceed $17.2 million. Second quarter 2013 bare steel
capital expenditures totaled $0.6 million, all of which is expected to
be reimbursed by EQT.
The Partnership forecasts ongoing maintenance capital expenditures of $17 million plus bare steel capital expenditures of $6.0 million in 2013, which results in a forecasted reimbursement of $6.0 million in 2013.
Funded Regulatory Compliance
Funded regulatory compliance
capital expenditures relate to discrete expenditures necessary to comply
with certain regulatory and other legal requirements. The Partnership
has identified two specific regulatory compliance initiatives, system
segmentation and isolation; and valve pit remediation. In order to fund
these two initiatives, the Partnership retained $32 million from the
IPO. Funded regulatory compliance capital expenditures do not impact the
calculation of distributable cash flow. Second quarter 2013 included
$3.8 million of funded regulatory compliance capital expenditures. Since
the IPO, the Partnership has incurred $12.9 million of funded regulatory
compliance capital expenditures and forecasts $12 million in 2013.
NON-GAAP DISCLOSURES
Adjusted EBITDA and Distributable Cash Flow
As used in this
press release, adjusted EBITDA means net income plus net interest
expense, income tax expense (if applicable), depreciation and
amortization expense, non-cash long-term compensation expense and other
non-cash adjustments (if applicable), less other income and the Sunrise
lease payment. As used in this press release, distributable cash flow
means adjusted EBITDA less net cash paid for interest expense, ongoing
maintenance capital expenditures, reimbursable maintenance capital
expenditures and income taxes (if applicable) plus reimbursable
maintenance capital expenditures expected to be reimbursed by EQT.
Adjusted EBITDA and distributable cash flow are non-GAAP supplemental
financial measures that management and external users of the
Partnership’s consolidated financial statements, such as industry
analysts, investors, lenders and rating agencies, use to assess:
The Partnership believes that adjusted EBITDA and distributable cash flow provide useful information to investors in assessing the Partnership’s financial condition and results of operations. Adjusted EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, net cash provided by operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because adjusted EBITDA and distributable cash flow may be defined differently by other companies in the industry, the Partnership’s definition of adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. The table below reconciles adjusted EBITDA and distributable cash flow with net income and net cash provided by operating activities as derived from the statements of consolidated operations and the statements of consolidated cash flows to be included in the Partnership’s quarterly report on Form 10-Q for the quarter ended June 30, 2013.
Reconciliation of Adjusted EBITDA and Distributable Cash Flow
Three Months Ended |
|||||||
(in thousands $) | |||||||
Operating revenues: | |||||||
Transmission and storage | $ | 41,960 | |||||
Gathering | 2,877 | ||||||
Total operating revenues | 44,837 | ||||||
Operating expenses: | |||||||
Operating and maintenance | 6,729 | ||||||
Selling, general and administrative | 6,104 | ||||||
Depreciation and amortization | 7,858 | ||||||
Total operating expenses | 20,691 | ||||||
Operating income | 24,146 | ||||||
Other income | 229 | ||||||
Interest expense | (6,485 | ) | |||||
Net income | $ | 17,890 | |||||
Add: | |||||||
Interest expense, net | 6,485 | ||||||
Depreciation and amortization | 7,858 | ||||||
Non-cash long-term compensation expense | 209 | ||||||
Non-cash reserve adjustment | (430 | ) | |||||
Less: | |||||||
Other income, net | (229 | ) | |||||
Sunrise Pipeline lease payment | (8,338 | ) | |||||
Adjusted EBITDA | $ | 23,445 | |||||
Less: | |||||||
Cash interest, net | (221 | ) | |||||
Ongoing maintenance capital expenditures | (2,097 | ) | |||||
Reimbursable plugging & abandonment maintenance capital expenditures | (105 | ) | |||||
Reimbursable bare steel replacement maintenance capital expenditures | (648 | ) | |||||
Add: | |||||||
Reimbursement of plugging & abandonment maintenance capital expenditures | 105 | ||||||
Reimbursement of bare steel replacement maintenance capital expenditures | 648 | ||||||
Distributable cash flow | $ | 21,127 | |||||
Distributions declared (a) | $ | 19,514 | |||||
Coverage ratio |
1.08x |
(a) | Reflects quarterly cash distribution of $0.40 per unit for the second quarter 2013 and 48.78 million units, which includes 12.65 million units issued to the public in July 2013 and 0.75 million units issued to EQT as part of the consideration for the Sunrise acquisition. | |
Three Months Ended |
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(in thousands $) | |||||||
Net cash provided by operating activities | $ | 26,066 | |||||
Add: | |||||||
Interest expense, net |
6,485 |
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Sunrise Pipeline lease payment |
(8,338 |
) |
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Other, including changes in working capital |
(768 |
) |
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Adjusted EBITDA | $ | 23,445 | |||||
Adjusted Operating Revenues, Adjusted Operating Expenses, Adjusted
Operating Income and Adjusted Income Before Income Taxes
Adjusted
operating revenues, adjusted operating expenses, adjusted operating
income and adjusted income before income taxes, all of which exclude the
impact associated with Sunrise, are non-GAAP supplemental financial
measures that are presented because they are important measures used by
management to evaluate the Partnership’s performance. Sunrise did not
have a net positive or negative impact on the Partnership’s
distributable cash flow. Adjusted operating revenues, adjusted operating
expenses, adjusted operating income and adjusted income before income
taxes should not be considered alternatives to operating revenues,
operating expenses, operating income or income before income taxes, or
any other measure of financial performance or liquidity presented in
accordance with GAAP. The table below reconciles adjusted operating
revenues, adjusted operating expenses, adjusted operating income and
adjusted income before income taxes with operating revenues, operating
expenses, operating income and income before income taxes as derived
from the statements of consolidated operations to be included in the
Partnership’s quarterly report on Form 10-Q for the quarter ended June
30, 2013.
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Three Months Ended June 30, | |||||||||||||||
2013 | 2012 | |||||||||||||||
(Thousands) |
Reported |
Adjustment |
Adjusted |
Reported |
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Revenues: | ||||||||||||||||
Operating revenues – affiliate | $ | 35,404 | $ | (7,310 | ) | $ | 28,094 | $ | 23,197 | |||||||
Operating revenues – third party | 9,433 | (1,946 | ) | 7,487 | 6,468 | |||||||||||
Total operating revenues | 44,837 | (9,256 | ) | 35,581 | 29,665 | |||||||||||
Operating Expenses | ||||||||||||||||
Operating and maintenance | 6,729 | (302 | ) | 6,427 | 6,162 | |||||||||||
Selling, general and administrative | 6,104 | (616 | ) | 5,488 | 4,334 | |||||||||||
Depreciation and amortization | 7,858 | (4,050 | ) | 3,808 | 3,170 | |||||||||||
Total operating expenses | 20,691 | (4,968 | ) | 15,723 | 13,666 | |||||||||||
Operating income | 24,146 | (4,288 | ) | 19,858 | 15,999 | |||||||||||
Plus: Other income, net | 229 | — | 229 | 4,157 | ||||||||||||
Less: Interest expense, net | 6,485 | (6,256 | ) | 229 | 1,214 | |||||||||||
Income before income taxes | $ | 17,890 | $ | 1,968 | $ | 19,858 | $ | 18,942 | ||||||||
Q2 2013 Webcast Information
EQT Midstream Partners will
host a live webcast with security analysts today, beginning at 11:30
a.m. Eastern Time. The topics of the webcast will be financial results,
operating results and other matters with respect to second quarter of
2013. The webcast will be available at www.eqtmidstreampartners.com;
and a replay will be available for seven days following the call.
EQT Corporation (EQT), which is the Partnership's general partner and owner of a 44.6% equity interest in the Partnership, will also host a teleconference with security analysts today, beginning at 10:30 a.m. Eastern Time. The Partnership's unitholders are encouraged to listen to the EQT teleconference, which is expected to cover topics that are relevant to the Partnership, such as EQT's financial and operational results and potential asset dropdown transactions involving the Partnership. This teleconference may also include second quarter 2013 results and other matters with respect to the Partnership. The webcast can be accessed via www.eqt.com and will be available as a replay for seven days following the call.
About EQT Midstream Partners:
EQT Midstream Partners,
LP is a growth-oriented limited partnership formed by EQT Corporation to
own, operate, acquire and develop midstream assets in the Appalachian
basin. The Partnership provides midstream services to EQT Corporation
and third-party companies through two primary assets: the Equitrans
Transmission and Storage System and the Equitrans Gathering System. The
Partnership has a 700-mile FERC-regulated interstate pipeline system and
more than 2,000 miles of FERC-regulated, low-pressure gathering lines.
Visit EQT Midstream Partners, LP at www.eqtmidstreampartners.com.
Cautionary Statements
The Partnership is unable to
provide a reconciliation of its projected adjusted EBITDA, including
projected Sunrise adjusted EBITDA and projected distributable cash flow
to projected net income or projected net cash provided by operating
activities, the most comparable financial measures calculated in
accordance with generally accepted accounting principles, because of
uncertainties associated with projecting future net income and changes
in assets and liabilities.
Disclosures in this press release contain certain forward-looking statements. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of the Partnership and its subsidiaries, including guidance regarding the Partnership’s transmission and storage and gathering revenue growth and volume growth; revenue projections; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to such programs); natural gas production growth in the Partnership’s operating areas for EQT Corporation (EQT) and third parties; asset acquisitions, including the Partnership’s ability to complete any asset purchases from EQT or third parties and anticipated synergies associated with any acquisition; the Partnership’s ability to enter into additional third-party transportation precedent agreements on the Sunrise Pipeline, internal rate of return (IRR); compound annual growth rate (CAGR), capital commitments, projected capital and operating expenditures, including the amount and timing of capital expenditures reimbursable by EQT, capital budget and sources of funds for capital expenditures; liquidity and financing requirements, including funding sources and availability; distribution rate and growth; projected adjusted EBITDA, including projected Sunrise adjusted EBITDA, and projected distributable cash flow, including the effect of the Sunrise acquisition on projected adjusted EBITDA, including projected Sunrise adjusted EBITDA, and projected distributable cash flow; the effects of government regulation; litigation; and tax position. These forward looking 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. The Partnership has based these forward-looking statements on current expectations and assumptions about future events. While the Partnership considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Partnership’s control. The risks and uncertainties that may affect the operations, performance and results of the Partnership’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” of the Partnership’s Form 10-K for the year ended December 31, 2012, as updated by any subsequent Form 10-Q’s. Any forward-looking statement speaks only as of the date on which such statement is made and the Partnership does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
Information in this press release regarding EQT Corporation and its subsidiaries, other than the Partnership, is derived from publicly available information published by EQT.
This release serves as qualified notice to nominees under Treasury Regulation Sections 1.1446-4(b)(4) and (d). Please note that 100% of the Partnership’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals or corporations, as applicable. Nominees, and not the Partnership, are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
EQT Midstream Partners, LP
Statements of Operations (unaudited) |
|||||||||
Three Months Ended June 30, | |||||||||
(Thousands, except per unit amounts) | 2013 | 2012 | |||||||
Revenues: | |||||||||
Operating revenues – affiliate | $ | 35,404 | $ | 23,197 | |||||
Operating revenues – third party | 9,433 | 6,468 | |||||||
Total operating revenues | 44,837 | 29,665 | |||||||
Operating expenses: | |||||||||
Operating and maintenance | 6,729 | 6,162 | |||||||
Selling, general and administrative | 6,104 | 4,334 | |||||||
Depreciation and amortization | 7,858 | 3,170 | |||||||
Total operating expenses | 20,691 | 13,666 | |||||||
Operating income | 24,146 | 15,999 | |||||||
Other income, net | 229 | 4,157 | |||||||
Interest expense, net | 6,485 | 1,214 | |||||||
Income before income taxes | 17,890 | 18,942 | |||||||
Income tax expense | — | 6,930 | |||||||
Net income | $ | 17,890 | $ | 12,012 | |||||
Net income per limited partner unit - basic |
$ |
0.51 |
N/A |
||||||
Net income per limited partner unit - diluted |
$ |
0.50 |
N/A |
||||||
Weighted average limited partner units outstanding – basic |
34,679 |
N/A |
|||||||
Weighted average limited partner units outstanding – diluted |
34,785 |
N/A |
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Operating Results |
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|
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Three Months Ended June 30, | |||||||||
2013 | 2012 | ||||||||
OPERATING DATA (in BBtu per day): | |||||||||
Transmission pipeline throughput | 1,152 | 517 | |||||||
CAPITAL EXPENDITURES (in thousands): |
|||||||||
Expansion capital expenditures, excluding Sunrise Pipeline project | $ | 6,743 | $ | 11,358 | |||||
Sunrise Pipeline project capital expenditures | — | 60,148 | |||||||
Maintenance capital expenditures: | |||||||||
Ongoing maintenance | 2,097 | 1,584 | |||||||
Funded regulatory compliance | 3,790 | 196 | |||||||
Reimbursable P&A maintenance | 105 | 460 | |||||||
Reimbursable bare steel maintenance | 648 | 425 | |||||||
Total maintenance capital expenditures | 6,640 | 2,665 | |||||||
Total capital expenditures | $ | 13,383 | $ | 74,171 | |||||
CONTACT:
EQT Midstream Partners
Analyst inquiries please
contact:
Nate Tetlow, 412-553-5834
Investor Relations Manager
ntetlow@eqtmidstreampartners.com
or
Patrick
Kane, 412-553-7833
Chief Investor Relations Officer
pkane@eqtmidstreampartners.com
or
Media
inquiries please contact:
Natalie Cox, 412-395-3941
Corporate
Director, Communications
ncox@eqtmidstreampartners.com