S-1MEF

As filed with the Securities and Exchange Commission on May 11, 2015.

Registration No. 333-              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EQT GP Holdings, LP

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization) 4922 (Primary Standard Industrial
Classification Code Number) 30-0855134 (I.R.S. Employer
Identification Number)

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

(412) 553-5700

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Philip P. Conti

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

(412) 553-5700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joshua Davidson Mollie H. Duckworth Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002-4995 Telephone: (713) 229-1234 David P. Oelman Michael S. Telle Vinson & Elkins L.L.P. First City Tower 1001 Fannin, Suite 2500 Houston, Texas 77002-6760 Telephone: (713) 758-2222

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   x       333-202053

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer                  o
Non-accelerated filer   x	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class ofSecurities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering PricePer Unit (2)		ProposedMaximumAggregateOffering Price (1)(3)		Amount ofRegistration Fee (4)
Common units representing limited partner interests		3,450,000	$	27.00	$	93,150,000	$	10,824.03

(1)Represents only the additional number of common units being registered and includes 450,000 additional common units that may be sold upon the exercise of the underwriters’ option to purchase additional common units.  Does not include the securities that the registrant previously registered on the registration statement on Form S-1, as amended (File No. 333- 202053).

(2)Based on the initial public offering price.

(3)In accordance with Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the registration statement on Form S-1, as amended (File No. 333-202053), is hereby registered, which includes common units that may be sold upon the exercise of the underwriters’ option to purchase additional common units. The registrant previously registered 23,000,000 common units with a proposed maximum aggregate offering price of $552,000,000 on a registration statement on Form S-1, as amended (File No. 333-202053), which was declared effective by the Securities and Exchange Commission on May 11, 2015.

(4)The registration fee is calculated in accordance with Rule 457(a) under the Securities Act, based on the proposed maximum aggregate offering price.

The registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, EQT GP Holdings, LP (Registrant) is filing this registration statement with the Securities and Exchange Commission (Commission).  This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1, as amended (File No. 333-202053) (Amended Registration Statement), and which the Commission declared effective on May 11, 2015.

The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of common units offered by EQT Gathering Holdings, LLC by 3,450,000 units.  The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Amended Registration Statement.  The information set forth in the Amended Registration Statement and all exhibits to the Amended Registration Statement are hereby incorporated by reference in this filing.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

The Registrant hereby (i) undertakes to pay the Commission the filing fee set forth on the cover page of this Rule 462(b) Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on May 12, 2015) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on May 11, 2015.

EQT GP Holdings, LP
By:	EQT GP Services, LLC,
	its general partner
By:	/s/ Philip P. Conti
	Philip P. Conti
	Senior Vice President and Chief Financial Officer

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and the dates indicated.

Name	Title	Date
*	Chairman, President and Chief	May 11, 2015
David L. Porges	Executive Officer
	(Principal Executive Officer)
/s/ Philip P. Conti	Director, Senior Vice President and Chief Financial Officer	May 11, 2015
Philip P. Conti	(Principal Financial Officer)
*	Vice President, Finance and Chief Accounting Officer	May 11, 2015
Theresa Z. Bone	(Principal Accounting Officer)
*	Director	May 11, 2015
Lewis B. Gardner
*	Director	May 11, 2015
Steven T. Schlotterbeck
*	Director	May 11, 2015
Stephen A. Thorington

*By:	/s/ Philip P. Conti
	Philip P. Conti
	Attorney-in-fact

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EXHIBIT INDEX

All exhibits previously filed or incorporated by reference in the registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-202053), are incorporated by reference into, and shall be deemed to be a part of this filing, except for the following, which are filed herewith.

ExhibitNumber	Description
5.1**	Opinion of Baker Botts L.L.P. (incorporated by reference to Exhibit 5.1 filed with Amendment No. 5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-202053) filed with the Commission on May 8, 2015)
8.1*	Opinion of Baker Botts L.L.P.
23.1*	Consent of Ernst & Young LLP
23.2**	Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
23.3*	Consent of Baker Botts L.L.P. (included in Exhibit 8.1)
24.1**	Powers of Attorney (included on the signature pages to the Registrant’s Registration Statement on Form S-1 (File No. 333-202053) initially filed with the Commission on February 12, 2015 and Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-202053) filed on April 23, 2015)

* Filed herewith.

** Previously filed.

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EX-8.1

Exhibit 8.1

ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL   +1 713.229.1234 FAX  +1 713.229.1522 BakerBotts.com AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON

May 11, 2015

EQT GP Holdings, LP

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

Ladies and Gentlemen:

We have acted as counsel to EQT GP Holdings, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the offering and sale by EQT Gathering Holdings, LLC, a Delaware limited liability company, of common units representing limited partner interests in the Partnership. We have also participated in the preparation of a Prospectus (the “Prospectus”), forming part of the Registration Statement on Form S-1 (File No. 333-202053), as amended (such registration statement, together with the registration statement filed by the Partnership on the date hereof pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), being collectively referred to as the “Registration Statement”). At your request, this opinion is being furnished to you for filing as Exhibit 8.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined the Partnership’s records and documents, certificates of representatives of the Partnership and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and complete, that all documents submitted to us as certified or photostatic copies conform with the original copies of such documents and that all information submitted to us was accurate and complete. In addition, we have relied, without independent investigation, upon the factual accuracy of the representations and warranties contained in the certificates we examined.

We prepared the discussion set forth under the caption “Material Federal Income Tax Consequences” in the Prospectus (the “Discussion”).

We hereby confirm that all statements of legal conclusions contained in the Discussion constitute the opinion of Baker Botts L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

The opinion expressed herein is given as of the date hereof and we undertake no obligations to supplement this opinion if any applicable law changes after such date or if we become aware of any facts that might change the opinion expressed herein after such date or for any other reason.

Very truly yours,

/s/ Baker Botts L.L.P.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of the following reports included in the Registration Statement on Form S-1, as amended (No. 333-202053) and related Prospectus of EQT GP Holdings, LP for the registration of common units representing limited partner interests:

(1)Our report dated April 1, 2015 relating to the combined financial statements of EQT GP Holdings Predecessor

(2)Our report dated April 23, 2015 relating to the balance sheet of EQT GP Holdings, LP

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania

May 11, 2015