UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

	SCHEDULE 13D/A (Rule 13d-101)

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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Item 1.         Security and Issuer.

 

This Amendment No. 6 to Schedule 13D (Amendment No. 6) amends and supplements or restates (where indicated) the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the Commission) on April 16, 2015, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on November 23, 2015, Amendment No. 2 to Schedule 13D filed with the Commission on June 21, 2016, Amendment No. 3 to Schedule 13D filed with the Commission on June 22, 2017, Amendment No. 4 to Schedule 13D filed with the Commission on February 22, 2018 and Amendment No. 5 to Schedule 13D filed with the Commission on April 27, 2018 (as amended, Schedule 13D), and relates to common units (Common Units) representing limited partner interests of EQT Midstream Partners, LP, a Delaware limited partnership (the Issuer).  The principal executive offices of the Issuer are located at 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.  Capitalized terms used in this Amendment No. 6 and not defined herein shall have the meanings ascribed to them in Schedule 13D.

 

Item 2.         Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)                                 This Schedule 13D is jointly filed pursuant to a Joint Filing Agreement attached hereto as Exhibit A by (i) EQT GP Holdings, LP, a Delaware limited partnership (EQGP), (ii) EQT GP Services, LLC, a Delaware limited liability company (EQGP GP), (iii) EQT Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings), (iv) Rice Midstream Holdings LLC, a Delaware limited liability company (Rice Midstream Holdings), (v) Rice Energy Operating LLC, a Delaware limited liability company (REO), (vi) EQT RE, LLC, a Delaware limited liability company (EQT RE), (vii) EQT Production Company, a Pennsylvania corporation (EPC), (viii) EQT Investments Holdings, LLC, a Delaware limited liability company (Investments Holdings), and (ix) EQT Corporation, a Pennsylvania corporation (EQT, and together with EQGP, EQGP GP, Gathering Holdings, Rice Midstream Holdings, REO, EQT RE, EPC and Investments Holdings, the Reporting Persons).

 

EQGP is a limited partner of the Issuer and owns approximately 25.2% of the outstanding limited partner interests in the Issuer.  EQGP GP is the general partner of EQGP and owns the entire non-economic general partner interest in EQGP.  Gathering Holdings is a limited partner of EQGP with an approximate 79.2% limited partner interest in EQGP, is the sole member of EQGP GP, and is also the sole stockholder of EQT GP Corporation, a Delaware corporation and limited partner of EQGP holding an approximate 0.1% limited partner interest in EQGP. Rice Midstream Holdings and REO are each wholly owned subsidiaries of EQT RE. EPC is the sole member of Gathering Holdings and EQT RE.  Investments Holdings is the sole shareholder of EPC.  EQT is a publicly traded company and the sole member of Investments Holdings.  Rice Midstream Holdings, REO, EQT RE, Gathering Holdings and Investments Holdings are manager-managed limited liability companies with boards of managers.  EPC and EQT are corporations with boards of directors. The Reporting Persons are hereby filing a joint Schedule 13D.

 

(b)                                 The business address of each Reporting Person other than Investments Holdings is 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania, 15222.

 

The business address of Investments Holdings is 824 N. Market Street, Suite 220, Wilmington, Delaware 19801.

 

(c)                                  The principal business of EQGP is to hold a limited partner interest in the Issuer, all of the membership interests in EQT Midstream Services, LLC, the general partner of the Issuer (the General Partner), and all of the incentive distribution rights of the Issuer and Rice Midstream Partners LP, a Delaware limited partnership and indirect subsidiary of EQT (RMP).  The principal business of EQGP GP is to act as the general partner of EQGP.  The principal business of Gathering Holdings is to own a limited partner interest in EQGP, all of the membership interests in EQGP GP, and interests in other subsidiaries of EQT which are engaged in natural gas midstream and commercial activities.  The principal business of EPC is to engage in natural gas production activities. EPC also owns a number of EQT subsidiaries, including Gathering Holdings, EQT RE, REO and Rice Midstream Holdings. The principal business of Investments Holdings is to serve as an intercompany holding company for subsidiaries of EQT. EQT conducts its business through five business segments: EQT Production, EQM Gathering, EQM Transmission, RMP Gathering and RMP Water.  EQT Production is the leading natural gas

 

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producer in the United States, based on average daily sales volumes, with 21.4 Tcfe of proved natural gas, natural gas liquids and crude oil reserves across approximate 4.0 million gross acres, including approximately 1.1 million gross acres in the Marcellus play, many of which have associated deep Utica or Upper Devonian drilling rights, and approximately 0.1 million gross acres in the Ohio Utica as of December 31, 2017.  EQM Gathering and EQM Transmission provide gathering, transmission and storage services for EQT’s produced gas, as well as for independent third parties across the Appalachian Basin through EQT’s ownership and control of the Issuer, a publicly traded limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the Appalachian Basin.  RMP Gathering provides natural gas gathering services to EQT in the dry gas core of the Marcellus Shale in southwestern Pennsylvania through RMP.  RMP Water provides water services that support well completion activities and collects and recycles or disposes of flowback and produced water for EQT and third parties in Washington and Green Counties, Pennsylvania and Belmont County, Ohio also through RMP.

 

The principal business of Rice Midstream Holdings is to own all of the membership interests in Rice Midstream Management LLC, the general partner of RMP, and interests in other subsidiaries of EQT that are engaged in natural gas midstream activities, including RMP.  The principal business of each of REO and EQT RE is to serve as an intercompany holding company for certain subsidiaries of EQT.

 

EQGP is managed by EQGP GP, its general partner, and has no directors or executive officers.  EQGP GP, Gathering Holdings, Investments Holdings, Rice Midstream Holdings, REO and EQT RE are manager-managed limited liability companies with a board of directors, in the case of EQGP GP, and a board of managers, in the case of Gathering Holdings, Investments Holdings, Rice Midstream Holdings, REO and EQT RE.  EPC and EQT are corporations with boards of directors.

 

The name and present principal occupation of each director, manager and, in the case of EPC and EQT, executive officer of the Reporting Persons (Covered Individuals) are set forth in the tables below.

 

The Covered Individuals, together with the Reporting Persons, are collectively referred to herein as the “Covered Persons.”

 

All Covered Persons are United States citizens. The business address of each of the Covered Individuals (except the managers of Investments Holdings) is c/o EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.  The business address of each of the managers of Investments Holdings is c/o EQT Investments Holdings, LLC, 824 N. Market Street, Suite 220, Wilmington, Delaware 19801.

 

Name		Position
EQT Corporation
David L. Porges		Chairman and Interim President and Chief Executive Officer
Vicky A. Bailey		Director
Philip G. Behrman		Director
Kenneth M. Burke		Director
A. Bray Cary, Jr.		Director
Margaret K. Dorman		Director
Thomas F. Karam		Director
Daniel J. Rice IV		Director
James E. Rohr		Director
Norman J. Szydlowski		Director
Stephen A. Thorington		Director
Lee T. Todd, Jr.		Director
Christine J. Toretti		Director
Robert F. Vagt		Director
Jeremiah J. Ashcroft III		Senior Vice President and President, Midstream
Lewis B. Gardner		General Counsel and Vice President, External Affairs
Donald M. Jenkins		Chief Commercial Officer
Robert J. McNally		Senior Vice President and Chief Financial Officer
Charlene Petrelli		Vice President and Chief Human Resources Officer
David E. Schlosser, Jr.		Senior Vice President and President, Exploration and Production

 

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Jimmi Sue Smith		Chief Accounting Officer
EQT Investments Holdings, LLC
Daniel A. Greenblatt		Member of Board of Managers and President
Joshua C. Miller		Member of Board of Managers and Vice President
Phillip D. Swisher		Member of Board of Managers and Executive Vice President
EQT Production Company
Robert J. McNally		Director
Charlene Petrelli		Director
David E. Schlosser, Jr.		Director and President
EQT Gathering Holdings, LLC
Jeremiah J. Ashcroft III		Member of Board of Managers and President
Robert J. McNally		Member of Board of Managers
Jimmi Sue Smith		Member of Board of Managers
EQT GP Services, LLC
David L. Porges		Chairman
Jeremiah J. Ashcroft III		Director, President and Chief Executive Officer
Kimberly T. Fleming		Director
Lewis B. Gardner		Director
Mark S. Lewis		Director
Stephen A. Thorington		Director
Robert J. McNally		Director, Senior Vice President and Chief Financial Officer
EQT RE, LLC
Robert J. McNally		Member of Board of Managers
Charlene Petrelli		Member of Board of Managers
David E. Schlosser, Jr.		Member of Board of Managers and President
Rice Energy Operating LLC
Robert J. McNally		Member of Board of Managers
Charlene Petrelli		Member of Board of Managers
David E. Schlosser, Jr.		Member of Board of Managers and President
Rice Midstream Holdings LLC
Jeremiah J. Ashcroft III		Member of Board of Managers and President
Robert J. McNally		Member of Board of Managers
Jimmi Sue Smith		Member of Board of Managers

 

(d)—(e)  During the past five years, none of the Reporting Persons has and, to the Reporting Persons’ knowledge, none of the Covered Individuals has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)  Not applicable.

 

Item 3.  Source and Amount of Funds or Other Consideration.

 

Item 3 of Schedule 13D is hereby amended and supplemented by incorporating by reference herein the information set forth in Item 4 of this Amendment No. 6 regarding the completion of the Drop-Down Transactions.

 

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Item 4.         Purpose of Transaction.

 

Item 4 of Schedule 13D is hereby amended and supplemented by adding the following additional disclosures:

 

Completion of the Drop-Down Transactions and the Gulfport Transaction

 

On May 22, 2018, the Drop-Down Transactions were completed.  The consideration paid by the EQM Parties to the EQT Parties at the closing of the Drop-Down Transactions consisted of (i) an aggregate of 5,889,282 Common Units and (ii) aggregate cash consideration of $1.15 billion, subject to customary purchase price adjustments. As a result of the closing of the Drop-Down Transactions, Rice West Virginia Midstream LLC, Rice Olympus Midstream LLC and Strike Force Holdings are each wholly owned subsidiaries of EQM Gathering. In addition, Strike Force Midstream is now a wholly owned subsidiary of EQM following completion of the Gulfport Transaction on May 1, 2018.

 

Completion of the IDR Transaction

 

On May 22, 2018, the IDR Transaction was completed.  Upon the closing of the IDR Transaction, EQGP issued 36,293,766 EQGP Common Units to RMGH in exchange for all of the issued and outstanding RMP IDRs.

 

Item 5.         Interest in Securities of the Issuer.

 

Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)                                 (1)                                 As of May 22, 2018, the number of Common Units issued and outstanding is 86,480,648.  As of May 22, 2018, EQGP is the record and beneficial owner of 21,811,643 Common Units, which represents approximately 25.2% of the outstanding Common Units.

 

(2)                                 EQGP GP is the general partner of EQGP and is the direct owner of the entire non-economic general partner interest in EQGP; however, as the general partner of EQGP, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, which represents approximately 25.2% of the outstanding Common Units.

 

(3)                                 Gathering Holdings does not directly own any Common Units; however, as the direct or indirect owner of approximately 79.3% of the limited partner interests in EQGP and the sole member of EQGP GP, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, which represents approximately 25.2% of the outstanding Common Units.

 

(4)                                 As of May 22, 2018, Rice Midstream Holdings is the record and beneficial owner of 5,889,282 Common Units, which represent approximately 6.8% of the outstanding Common Units.

 

(5)                                 REO does not directly own any Common Units; however, as the direct or indirect owner of 100% of the membership interests of Rice Midstream Holdings, it may be deemed to beneficially own the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings, which represent approximately 6.8% of the outstanding Common Units.

 

(6)                                 EQT RE does not directly own any Common Units; however, as the indirect owner of 100% of the membership interests of Rice Midstream Holdings, it may be deemed to beneficially own the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings, which represent approximately 6.8% of the outstanding Common Units.

 

(7)                              EPC does not directly own any Common Units; however, as the sole member of Gathering Holdings and indirect owner of EQGP and EQGP GP and the sole member of EQT RE and indirect owner of Rice Midstream Holdings, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP and the 5,889,282 Common Units beneficially owned by Rice

 

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Midstream Holdings, which represent in the aggregate approximately 32.0% of the outstanding Common Units.

 

(8)                                 Investments Holdings does not directly own any Common Units; however, as the sole stockholder of EPC and indirect owner of EQGP, EQGP GP and Rice Midstream Holdings, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP and the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings, which represent in the aggregate approximately 32.0% of the outstanding Common Units.

 

(9)                                 EQT does not directly own any Common Units; however, as the sole member of Investments Holdings and indirect owner of EQGP, EQGP GP and Rice Midstream Holdings, it may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP and the 5,889,282 Common Units beneficially owned by Rice Midstream Holdings, which represent in the aggregate approximately 32.0% of the outstanding Common Units.

 

(10)                          In addition, as of the date hereof, certain of the Covered Individuals beneficially own the number and percentage of Common Units set forth in the following table:

 

Name		Common Units Beneficially Owned		Percentage of Class Beneficially Owned
Vicky A. Bailey		1,000		*
A. Bray Cary, Jr.		12,000	(1)	*
Margaret K. Dorman		11,000		*
Lewis B. Gardner		9,359		*
Charlene Petrelli		18,130		*
David L. Porges		42,148		*
James E. Rohr		2,655		*
Jimmi Sue Smith		2,146		*
Phillip D. Swisher		1,790		*
Stephen A. Thorington		6,193	(2)	*
Lee T. Todd, Jr.		1,808		*

 

(1)                                 Common Units beneficially owned that are held in the Cary Foundation, Inc. in which Mr. Cary has sole voting and investment power.

 

(2)                                 Includes 1,193 phantom units granted under the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan, which have the economic equivalent of 1,193 Common Units and represent compensation that is deferred until retirement.

 

*                                         Less than 1% of the class beneficially owned.

 

(b)                                 The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference.  To the Reporting Persons’ knowledge, each of the Covered Individuals listed in the table in Item 5(a) has sole voting power and dispositive power with respect to all of the Common Units reported for him or her in the table in Item 5(a).

 

(c)                                  Except (i) for 23 phantom units granted to Stephen A. Thorington under the EQT Midstream Services, LLC Long-Term Incentive Plan and (ii) as described in Item 4 above or elsewhere in this Schedule 13D, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Individuals, has effected any transactions in the Common Units during the past 60 days.

 

(d)                                 The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover page of this Schedule 13D and in this Item 5.  Except for the foregoing and the cash distributions described in Item 6 below, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Individuals.

 

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(e)                                  Not applicable.

 

Item 7.         Material to be Filed as Exhibits.

 

Item 7 of Schedule 13D is hereby amended and restated in its entirety as follows:

 

EXHIBIT A                              Joint Filing Agreement dated May 22, 2018 (filed herewith).

 

EXHIBIT B                              Power of Attorney dated May 22, 2018 (filed herewith).

 

EXHIBIT C                              Contribution, Conveyance and Assumption Agreement, dated April 13, 2015, by and among EQT Gathering Holdings, LLC, EQT Gathering, LLC, EQT GP Holdings, LP and EQT GP Services, LLC (attached as Exhibit C to the Schedule 13D (File No. 005-86907) filed with the Commission on April 16, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT D                              Agreement of Merger, dated April 13, 2015, by and between EQT Midstream Investments, LLC and EQT GP Holdings, LP (attached as Exhibit A to the Schedule 13D (File No. 005-86907) filed with the Commission on April 16, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT E                               First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated July 2, 2012 (filed as Exhibit 3.2 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

 

EXHIBIT F                                Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated July 24, 2014 (filed as Exhibit 3.1 to the Issuer’s quarterly report on Form 10-Q filed with the Commission on July 24, 2014 and incorporated herein in its entirety by reference).

 

EXHIBIT G                              Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated July 23, 2015 (filed as Exhibit 3.1 to the Issuer’s quarterly report on Form 10-Q filed with the Commission on July 23, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT H                             Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated December 7, 2017 (filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K filed with the Commission on December 8, 2017 and incorporated herein in its entirety by reference).

 

EXHIBIT I                                  Third Amended and Restated Limited Liability Company Agreement of EQT Midstream Services, LLC, dated May 15, 2015 (filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K filed with the Commission on May 15, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT J                                  Contribution, Conveyance and Assumption Agreement, dated July 2, 2012, by and among EQT Midstream Partners, LP, EQT Corporation, EQT Midstream Services, LLC, EQT Midstream Investments, LLC, EQT Investments Holdings, LLC, Equitrans Investments, LLC, Equitrans, L.P., Equitrans Services, LLC, and ET Blue Grass, LLC (filed as Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

 

EXHIBIT K                              Underwriting Agreement, dated June 26, 2012, by and among EQT Corporation, EQT Midstream Services, LLC, EQT Midstream Partners, LP, Equitrans Investments, LLC and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

 

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EXHIBIT L                               Agreement and Plan of Merger, dated July 15, 2013, by and among EQT Investments Holdings, LLC, EQT Midstream Services, LLC, Sunrise Pipeline, LLC, EQT Midstream Partners, LP and Equitrans, L.P. (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 15, 2013 and incorporated herein in its entirety by reference).

 

EXHIBIT M                           Underwriting Agreement, dated July 16, 2013, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, Equitrans Investments, LLC and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 22, 2013 and incorporated herein in its entirety by reference).

 

EXHIBIT N                              Contribution Agreement, dated April 30, 2014, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Gathering Opco, LLC and EQT Gathering, LLC (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on April 30, 2014 and incorporated herein in its entirety by reference).

 

EXHIBIT O                              Underwriting Agreement, dated May 1, 2014, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on May 7, 2014 and incorporated herein in its entirety by reference).

 

EXHIBIT P                                Contribution and Sale Agreement, dated March 10, 2015, by and among EQT Gathering, LLC, EQT Energy Supply Holdings, LP, EQT Energy, LLC, EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Gathering Opco, LLC and EQT Corporation (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on March 10, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT Q                              Underwriting Agreement, dated March 11, 2015, by and among EQT Midstream Partners, LP and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on March 17, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT R                              Underwriting Agreement, dated November 9, 2015, by and among EQT Midstream Partners, LP and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form
8-K filed with the Commission on November 13, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT S                                Press Release, dated February 21, 2018 (filed as Exhibit 99.1 to EQT Corporation’s current report on Form 8-K (File No. 001-03551) filed with the Commission on February 21, 2018 and incorporated in its entirety herein by reference).

 

EXHIBIT T                               Agreement and Plan of Merger, dated April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for the limited purposes of certain provisions therein, EQT Corporation (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on April 26, 2018 and incorporated herein in its entirety by reference).

 

EXHIBIT U                              Contribution and Sale Agreement, dated April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQT Midstream Partners, LP and EQM Gathering Holdings, LLC (filed as Exhibit 2.2 to the Issuer’s current report on Form 8-K filed with the Commission on April 26, 2018 and incorporated herein in its entirety by reference).

 

EXHIBIT V                              Incentive Distribution Rights Purchase and Sale Agreement, dated as of April 25, 2018, by and among EQT GP Holdings, LP, Rice Midstream GP Holdings LP and EQT Corporation (filed as Exhibit 2.2 to EQT’s current report on Form 8-K filed with the Commission on April 26, 2018 and incorporated herein in its entirety by reference).

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated: May 22, 2018

 

	EQT GP HOLDINGS, LP
	By: EQT GP Services, LLC, its general partner
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer
	EQT GP SERVICES, LLC
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer
	EQT GATHERING HOLDINGS, LLC
	By:	/s/ Jeremiah J. Ashcroft III
	Name:	Jeremiah J. Ashcroft III
	Title:	President
	RICE MIDSTREAM HOLDINGS LLC
	By:	/s/ Jeremiah J. Ashcroft III
	Name:	Jeremiah J. Ashcroft III
	Title:	President
	RICE ENERGY OPERATING LLC
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser, Jr.
	Title:	President
	EQT RE, LLC
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser, Jr.
	Title:	President
	EQT PRODUCTION COMPANY
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser, Jr.
	Title:	President

 

Signature Page to Schedule 13D/A for EQT Midstream Partners, LP

 

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	EQT INVESTMENTS HOLDINGS, LLC
	By:	/s/ Joshua C. Miller
	Name:	Joshua C. Miller
	Title:	Vice President
	EQT CORPORATION
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer

 

Signature Page to Schedule 13D/A for EQT Midstream Partners, LP

 

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EXHIBIT INDEX

 

EXHIBIT A                              Joint Filing Agreement dated May 22, 2018 (filed herewith).

 

EXHIBIT B                              Power of Attorney dated May 22, 2018 (filed herewith).

 

EXHIBIT C                              Contribution, Conveyance and Assumption Agreement, dated April 13, 2015, by and among EQT Gathering Holdings, LLC, EQT Gathering, LLC, EQT GP Holdings, LP and EQT GP Services, LLC (attached as Exhibit C to the Schedule 13D (File No. 005-86907) filed with the Commission on April 16, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT D                              Agreement of Merger, dated April 13, 2015, by and between EQT Midstream Investments, LLC and EQT GP Holdings, LP (attached as Exhibit A to the Schedule 13D (File No. 005-86907) filed with the Commission on April 16, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT E                               First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated July 2, 2012 (filed as Exhibit 3.2 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

 

EXHIBIT F                                Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated July 24, 2014 (filed as Exhibit 3.1 to the Issuer’s quarterly report on Form 10-Q filed with the Commission on July 24, 2014 and incorporated herein in its entirety by reference).

 

EXHIBIT G                              Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated July 23, 2015 (filed as Exhibit 3.1 to the Issuer’s quarterly report on Form 10-Q filed with the Commission on July 23, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT H                             Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated December 7, 2017 (filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K filed with the Commission on December 8, 2017 and incorporated herein in its entirety by reference).

 

EXHIBIT I                                  Third Amended and Restated Limited Liability Company Agreement of EQT Midstream Services, LLC, dated May 15, 2015 (filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K filed with the Commission on May 15, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT J                                  Contribution, Conveyance and Assumption Agreement, dated July 2, 2012, by and among EQT Midstream Partners, LP, EQT Corporation, EQT Midstream Services, LLC, EQT Midstream Investments, LLC, EQT Investments Holdings, LLC, Equitrans Investments, LLC, Equitrans, L.P., Equitrans Services, LLC, and ET Blue Grass, LLC (filed as Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

 

EXHIBIT K                              Underwriting Agreement, dated June 26, 2012, by and among EQT Corporation, EQT Midstream Services, LLC, EQT Midstream Partners, LP, Equitrans Investments, LLC and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 2, 2012 and incorporated herein in its entirety by reference).

 

EXHIBIT L                               Agreement and Plan of Merger, dated July 15, 2013, by and among EQT Investments Holdings, LLC, EQT Midstream Services, LLC, Sunrise Pipeline, LLC, EQT Midstream Partners, LP and Equitrans, L.P. (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 15, 2013 and incorporated herein in its entirety by reference).

 

20

 

EXHIBIT M                           Underwriting Agreement, dated July 16, 2013, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, Equitrans Investments, LLC and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on July 22, 2013 and incorporated herein in its entirety by reference).

 

EXHIBIT N                              Contribution Agreement, dated April 30, 2014, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Gathering Opco, LLC and EQT Gathering, LLC (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on April 30, 2014 and incorporated herein in its entirety by reference).

 

EXHIBIT O                              Underwriting Agreement, dated May 1, 2014, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on May 7, 2014 and incorporated herein in its entirety by reference).

 

EXHIBIT P                                Contribution and Sale Agreement, dated March 10, 2015, by and among EQT Gathering, LLC, EQT Energy Supply Holdings, LP, EQT Energy, LLC, EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Gathering Opco, LLC and EQT Corporation (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on March 10, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT Q                              Underwriting Agreement, dated March 11, 2015, by and among EQT Midstream Partners, LP and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on March 17, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT R                              Underwriting Agreement, dated November 9, 2015, by and among EQT Midstream Partners, LP and the Underwriters named therein (filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the Commission on November 13, 2015 and incorporated herein in its entirety by reference).

 

EXHIBIT S                                Press Release, dated February 21, 2018 (filed as Exhibit 99.1 to EQT Corporation’s current report on Form 8-K (File No. 001-03551) filed with the Commission on February 21, 2018 and incorporated herein in its entirety by reference).

 

EXHIBIT T                               Agreement and Plan of Merger, dated April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for the limited purposes of certain provisions therein, EQT Corporation (filed as Exhibit 2.1 to the Issuer’s current report on Form 8-K filed with the Commission on April 26, 2018 and incorporated herein in its entirety by reference).

 

EXHIBIT U                              Contribution and Sale Agreement, dated April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQT Midstream Partners, LP and EQM Gathering Holdings, LLC (filed as Exhibit 2.2 to the Issuer’s current report on Form 8-K filed with the Commission on April 26, 2018 and incorporated herein in its entirety by reference).

 

EXHIBIT V                              Incentive Distribution Rights Purchase and Sale Agreement, dated as of April 25, 2018, by and among EQT GP Holdings, LP, Rice Midstream GP Holdings LP and EQT Corporation (filed as Exhibit 2.2 to EQT’s current report on Form 8-K filed with the Commission on April 26, 2018 and incorporated herein in its entirety by reference).

 

21

EXHIBIT A

 

Joint Filing Agreement

 

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.  This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

 

Dated: May 22, 2018

 

[Signature Page Follows]

 

 

	EQT GP HOLDINGS, LP
	By: EQT GP Services, LLC, its general partner
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer
	EQT GP SERVICES, LLC
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer
	EQT GATHERING HOLDINGS, LLC
	By:	/s/ Jeremiah J. Ashcroft III
	Name:	Jeremiah J. Ashcroft III
	Title:	President
	RICE MIDSTREAM HOLDINGS LLC
	By:	/s/ Jeremiah J. Ashcroft III
	Name:	Jeremiah J. Ashcroft III
	Title:	President
	RICE ENERGY OPERATING LLC
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser Jr.
	Title:	President
	EQT RE, LLC
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser, Jr.
	Title:	President
	EQT PRODUCTION COMPANY
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser, Jr.
	Title:	President

 

Signature Page to Joint Filing Agreement for EQT Midstream Partners, LP

 

 

	EQT INVESTMENTS HOLDINGS, LLC
	By:	/s/ Joshua C. Miller
	Name:	Joshua C. Miller
	Title:	Vice President
	EQT CORPORATION
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer

 

Signature Page to Joint Filing Agreement for EQT Midstream Partners, LP

 

EXHIBIT B

 

Power of Attorney

 

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitute and appoint Jeremiah J. Ashcroft III, Robert J. McNally and Lewis B. Gardner, and each of them, with full power to act without the other, its true and lawful attorney-in-fact, with full power of substitution, to execute for and on behalf of the undersigned, all Schedule 13Ds (including any amendments thereto) that the undersigned may be required to file as a result of the undersigned’s ownership or transactions in the securities of EQT Midstream Partners, LP (the Partnership) in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder; do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Partnership assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Partnership, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

Dated: May 22, 2018

 

[Signature Page Follows]

 

 

	EQT GP HOLDINGS, LP
	By: EQT GP Services, LLC, its general partner
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer
	EQT GP SERVICES, LLC
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer
	EQT GATHERING HOLDINGS, LLC
	By:	/s/ Jeremiah J. Ashcroft III
	Name:	Jeremiah J. Ashcroft III
	Title:	President
	RICE MIDSTREAM HOLDINGS LLC
	By:	/s/ Jeremiah J. Ashcroft III
	Name:	Jeremiah J. Ashcroft III
	Title:	President
	RICE ENERGY OPERATING LLC
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser, Jr.
	Title:	President
	EQT RE, LLC
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser, Jr.
	Title:	President
	EQT PRODUCTION COMPANY
	By:	/s/ David E. Schlosser, Jr.
	Name:	David E. Schlosser, Jr.
	Title:	President
	EQT CORPORATION
	By:	/s/ Robert J. McNally
	Name:	Robert J. McNally
	Title:	Senior Vice President and Chief Financial Officer

 

Signature Page to Power of Attorney for EQT Midstream Partners, LP