0001104659-13-056288.txt : 20130724 0001104659-13-056288.hdr.sgml : 20130724 20130724171041 ACCESSION NUMBER: 0001104659-13-056288 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130722 FILED AS OF DATE: 20130724 DATE AS OF CHANGE: 20130724 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQT Midstream Partners, LP CENTRAL INDEX KEY: 0001540947 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 371661577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-553-5700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQT Investments Holdings, LLC CENTRAL INDEX KEY: 0001552977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 13984188 BUSINESS ADDRESS: STREET 1: 101 CONVENTION CENTER DRIVE, SUITE 850 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 598-3738 MAIL ADDRESS: STREET 1: 101 CONVENTION CENTER DRIVE, SUITE 850 CITY: LAS VEGAS STATE: NV ZIP: 89109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQT Midstream Investments, LLC CENTRAL INDEX KEY: 0001552976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 13984189 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 553-5700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQT Corp CENTRAL INDEX KEY: 0000033213 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 13984190 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125535700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT Corp /PA/ DATE OF NAME CHANGE: 20090206 FORMER NAME: FORMER CONFORMED NAME: EQUITABLE RESOURCES INC /PA/ DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: EQUITABLE GAS CO DATE OF NAME CHANGE: 19841120 4 1 a4.xml 4 X0306 4 2013-07-22 0 0001540947 EQT Midstream Partners, LP EQM 0000033213 EQT Corp 625 LIBERTY AVENUE SUITE 1700 PITTSBURGH PA 15222 0 0 1 1 Director by deputization 0001552976 EQT Midstream Investments, LLC 625 LIBERTY AVENUE PITTSBURGH PA 15222 0 0 1 1 Director by deputization 0001552977 EQT Investments Holdings, LLC 101 CONVENTION CENTER DRIVE, SUITE 850 LAS VEGAS NV 89109 0 0 1 1 Director by deputization Common Units 2013-07-22 4 A 0 479184 A 3443902 I See Footnotes This Form 4 is being filed jointly by EQT Midstream Investments, LLC ("Midstream Investments"), EQT Investments Holdings, LLC ("Investments Holdings") and EQT Corporation ("EQT" and together with Midstream Investments and Investments Holdings, the "Reporting Persons"). The securities of the Issuer are owned directly by Midstream Investments. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings directly owns 100% of the outstanding membership interests of Midstream Investments. EQT and Investments Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by Midstream Investments. In connection with the closing of the merger of a wholly-owned subsidiary of Investments Holdings with and into a subsidiary of the Issuer pursuant to that certain Agreement and Plan of Merger, by and among the Issuer, EQT Midstream Services, LLC (the "General Partner"), Equitrans, L.P., Investments Holdings and Sunrise Pipeline, LLC, dated July 15, 2013, the Issuer acquired certain midstream assets for aggregate consideration of approximately $540 million, consisting of (i) a $507.5 million cash payment, (ii) 479,184 common units of the Issuer issued to Midstream Investments and (iii) 267,942 general partner units of the Issuer issued to the General Partner. /s/ Philip P. Conti, Senior Vice President and CFO, EQT Corporation 2013-07-24 /s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC 2013-07-24 /s/ Joshua C. Miller, Vice President of EQT Investments Holdings, LLC, the sole member of EQT Midstream Investments, LLC 2013-07-24