Obligation EQM Midstream Partners 4.125% ( US26885BAB62 ) en USD

EQM Midstream Partners

94.77 % ▲

Etas-Unis

US26885BAB62 ( en USD )

4.125% par an ( paiement semestriel )

30/11/2026

Prospectus brochure de l'obligation EQM Midstream Partners US26885BAB62 en USD 4.125%, échéance 30/11/2026

1 000 USD

500 000 000 USD

26885BAB6

BB- ( Spéculatif )

Ba3 ( Spéculatif )

01/06/2024 ( Dans 42 jours )

L'Obligation émise par EQM Midstream Partners ( Etas-Unis ) , en USD, avec le code ISIN US26885BAB62, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2026

L'Obligation émise par EQM Midstream Partners ( Etas-Unis ) , en USD, avec le code ISIN US26885BAB62, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par EQM Midstream Partners ( Etas-Unis ) , en USD, avec le code ISIN US26885BAB62, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS 2
CALCU LAT I ON OF REGI ST RAT I ON FEE

Propose d
M a x im um
Propose d
Aggre ga t e
M a x im um
Am ount of
T it le of Ea c h Cla ss of Se c urit ie s
Am ount t o be
Offe ring Pric e
Aggre ga t e
Re gist ra t ion
t o be Re gist e re d

Re gist e re d

Pe r U nit
Offe ring Pric e

Fe e s (1 )

4.125% Senior Notes due 2026

$500,000,000
99.191%

$495,955,000
$57,950

(1)
The registration fee, calculated in accordance with Rule 457(r), has been transmitted to the Securities and Exchange Commission in connection with the
securities offered from Registration Statement File No. 333-212362 by means of this prospectus supplement.
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 1 2 3 6 2
P R O S P E C T U S S U P P L E M E N T
(T o prospe c t us da t e d J une 3 0 , 2 0 1 6 )
$ 5 0 0 ,0 0 0 ,0 0 0
EQT M idst re a m Pa rt ne rs, LP
4 .1 2 5 % Se nior N ot e s due 2 0 2 6
We are offering $500 million aggregate principal amount of 4.125% Senior Notes due 2026 (the Notes). Interest on the Notes is
payable in arrears on June 1 and December 1 of each year beginning June 1, 2017. Interest on the Notes will accrue from
November 4, 2016. The Notes will mature on December 1, 2026.
We may, at our option, redeem the Notes at any time in whole or from time to time in part, prior to maturity, at the redemption
prices as described herein under "Description of Notes--Optional Redemption."
The Notes will be our senior unsecured indebtedness ranking equally in right of payment with all of our existing and future senior
indebtedness; senior in right of payment to any of our future subordinated indebtedness; effectively junior in right of payment to any of
our secured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all
existing and future obligations, including trade payables, of our subsidiaries, other than any subsidiaries that may guarantee the Notes
in the future.
The Notes are a new issue of securities with no established trading market. We do not currently intend to apply for listing of the
Notes on any securities exchange or have the Notes quoted on any automated quotation system.
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I nve st ing in t he N ot e s involve s risk s t ha t a re de sc ribe d in t he "Risk Fa c t ors" se c t ion
on pa ge S-1 0 of t his prospe c t us supple m e nt a nd pa ge 3 of t he a c c om pa nying ba se
prospe c t us.
Pe r

N ot e

T ot a l

Initial price to public (1)
99.191% $
495,955,000
Underwriting discount

0.650% $
3,250,000
Proceeds, before expenses, to us
98.541% $
492,705,000
(1)
Plus accrued interest, if any, from November 4, 2016 if settlement occurs after that date.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying ba se
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We expect that delivery of the Notes will be made to investors in registered book entry form only through the facilities of The
Depository Trust Company on or about November 4, 2016.
Joint Book-Running Managers
BofA M e rrill Lync h
De ut sc he Ba nk Se c urit ie s
M U FG
BN P PARI BAS

PN C Ca pit a l M a rk e t s LLC

Sc ot ia ba nk
SunT rust Robinson H um phre y
U S Ba nc orp

We lls Fa rgo Se c urit ie s
Co-Managers
CI BC Ca pit a l M a rk e t s

H unt ingt on I nve st m e nt Com pa ny
The date of this prospectus supplement is November 1, 2016
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
Information in this Prospectus Supplement and the Accompanying Prospectus

S-ii
Disclosure Regarding Forward-Looking Statements

S-ii
Summary
S-1
Risk Factors
S-10
Use of Proceeds
S-14
Ratio of Earnings to Fixed Charges
S-15
Capitalization
S-16
Description of Other Indebtedness
S-17
Description of Notes
S-18
Material Income Tax Considerations
S-36
Underwriting
S-42
Legal Matters
S-45
Experts
S-45
Where You Can Find More Information
S-45
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Prospe c t us

Pa ge
About This Prospectus

1
EQT Midstream Partners, LP

2
Risk Factors

3
Forward-Looking Statements

4
Use of Proceeds

6
Ratio of Earnings to Fixed Charges

7
Description of the Debt Securities

8
Description of the Common Units

16
Description of Our Partnership Agreement

18
Cash Distribution Policy

31
Material Income Tax Considerations

41
Plan of Distribution

59
Legal Matters

61
Experts

62
Where You Can Find More Information

63
S-i
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I N FORM AT I ON I N T H I S PROSPECT U S SU PPLEM EN T AN D T H E ACCOM PAN Y I N G PROSPECT U S
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of
Notes. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to
this offering. Generally, when we refer only to the "prospectus," we are referring to both this prospectus supplement and the
accompanying base prospectus combined. If the information relating to the offering varies between this prospectus supplement and the
accompanying base prospectus, you should rely on the information in this prospectus supplement.
Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus. Please read "Where You Can Find More Information" on page S-45 of this prospectus supplement.
We have not authorized anyone to provide any information or to make any representations other than those contained in this
prospectus supplement, the accompanying base prospectus or in any free writing prospectus we have prepared. Neither we nor the
underwriters take any responsibility for, or can provide any assurance as to the reliability of, any other information that others may give
you. We are not, and the underwriters are not, making an offer to sell these Notes in any jurisdiction where an offer or sale is not
permitted. You should not assume that the information contained in this prospectus supplement, the accompanying base prospectus or
any free writing prospectus is accurate as of any date other than the dates shown in these documents or that any information we have
incorporated by reference herein is accurate as of any date other than the date of the document incorporated by reference. Our
business, financial condition, results of operations and prospects may have changed since such dates.
None of EQT Midstream Partners, LP, the underwriters or any of their respective representatives is making any representation to
you regarding the legality of an investment in the Notes by you under applicable laws. You should consult with your own advisors as to
legal, tax, business, financial and related aspects of an investment in the Notes.
DI SCLOSU RE REGARDI N G FORWARD-LOOK I N G ST AT EM EN T S
Disclosures in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference
herein and therein contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act). Statements
that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as "anticipate,"
"estimate," "could," "would," "will," "may," "forecast," "approximate," "expect," "project," "intend," "plan," "believe" and other words of
similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the
foregoing, forward-looking statements contained in this prospectus supplement, the accompanying base prospectus and the documents
we incorporate by reference include our expectations of plans, strategies, objectives, growth and anticipated financial and operational
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performance of us and our subsidiaries, including guidance regarding our transmission and storage and gathering
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revenue and volume growth; revenue projections; the weighted average contract life of transmission, storage and gathering contracts;
infrastructure programs (including the timing, cost, capacity and sources of funding with respect to transmission and gathering expansion
projects); the timing, cost, capacity and expected interconnections with facilities and pipelines of the Mountain Valley Pipeline (MVP)
project; the ultimate terms, partners and structure of the MVP joint venture; natural gas production growth in our operating areas for
EQT Corporation and third parties; asset acquisitions, including our ability to complete any asset acquisitions; the amount and timing of
distributions, including expected increases; projected capital contributions and operating and capital expenditures, including the amount
of capital expenditures reimbursable by EQT Corporation; the impact of commodity prices on our business; liquidity and financing
requirements, including sources and availability; the effects of government regulation and litigation; and tax position. The forward-
looking statements included in this prospectus supplement, the accompanying base prospectus and the documents incorporated by
reference herein and therein 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. We have based
these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations
and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, and regulatory and other
risks and uncertainties, many of which are difficult to predict and beyond our control. The risks and uncertainties that may affect the
operations, performance and results of our business and forward-looking statements include, but are not limited to, those set forth
under "Risk Factors" beginning on page S-10 of this prospectus supplement, page 3 of the accompanying base prospectus and the
applicable documents incorporated by reference herein and therein.
The risk factors and other factors noted throughout this prospectus supplement and in the documents incorporated by reference
could cause our actual results to differ materially from those contained in any forward-looking statement. These factors include, but are
not limited to, the following:
·
changes in general economic conditions;
·
competitive conditions in our industry;
·
actions taken by third-party operators, processors, transporters and gatherers;
·
changes in expected production from EQT Corporation and third parties in our areas of operation;
·
changes in expected demand for natural gas storage, transmission and gathering services;
·
our ability to successfully implement our business plan;
·
our ability to complete organic growth projects on time and on budget;
·
our ability to complete acquisitions;
·
the price and availability of debt and equity financing;
·
the availability and price of natural gas to the consumer compared to the price of alternative and competing fuels;
·
competition from alternative energy sources;
·
energy efficiency and technology trends;
S-iii
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·
operating hazards and other risks incidental to transporting, storing and gathering natural gas;
·
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
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·
interest rates;
·
labor relations;
·
large customer defaults;
·
changes in tax status;
·
the effects of existing and future laws and governmental regulation;
·
the effects of future litigation; and
·
certain factors discussed elsewhere in this prospectus supplement and the documents incorporated by reference herein.
Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ
materially from those suggested in any forward-looking statement. We will not update these statements unless securities laws require us
to do so.
All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly
qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such
forward-looking statements that may be made to reflect events or circumstances after the date of this prospectus supplement or to
reflect the occurrence of unanticipated events.
S-iv
Table of Contents
SU M M ARY
This summary highlights information contained elsewhere in or incorporated by reference into this prospectus supplement and the
accompanying base prospectus. This summary does not contain all of the information that you should consider before investing in the
Notes. You should read the entire prospectus supplement, the accompanying base prospectus and the documents incorporated herein
by reference and other documents to which we refer for a more complete understanding of this offering. You should read "Risk Factors"
beginning on page S-10 of this prospectus supplement and on page 3 of the accompanying base prospectus for more information about
important risks that you should consider carefully before making a decision to purchase any Notes in this offering.
References in this prospectus supplement or the accompanying base prospectus to "EQT Midstream Partners," "EQM," "the
Partnership," "we," "our," "us" or like terms refer to EQT Midstream Partners, LP (NYSE: EQM) and its subsidiaries, unless the context
clearly indicates otherwise. With respect to the cover page and in the sections entitled "Summary--The Offering," "Description of Other
Indebtedness" and "Description of Notes," "the Partnership," "EQM," "we," "our" and "us" refer only to EQT Midstream Partners, LP.
References in this prospectus supplement or the accompanying base prospectus to "our general partner" refer to EQT Midstream
Services, LLC, a wholly owned subsidiary of EQT GP Holdings, LP (EQGP), which is a subsidiary of EQT Corporation (NYSE: EQT).
References in this prospectus supplement or the accompanying base prospectus to "EQT" refer to EQT Corporation and its consolidated
subsidiaries.
Ove rvie w
We are a growth-oriented limited partnership formed by EQT to own, operate, acquire and develop midstream assets in the
Appalachian Basin. We provide substantially all of our natural gas transmission, storage and gathering services under contracts with
long-term, firm reservation and/or usage fees. This contract structure enhances the stability of our cash flows and limits our direct
exposure to commodity price risk. For the year ended December 31, 2015, approximately 82% of our revenues were generated from
capacity reservation charges under long-term firm contracts, which had a weighted average remaining term of approximately 17 years
for firm transmission and storage contracts, and approximately 9 years for firm gathering contracts as of December 31, 2015. Our
operations are primarily focused in southwestern Pennsylvania and northern West Virginia, a strategic location in the core of the natural
gas shale plays known as the Marcellus and Utica Shales. This same region is also the core operating area of EQT, our largest
customer. EQT accounted for approximately 73% of our revenues generated for the year ended December 31, 2015. We provide
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midstream services to EQT and multiple third parties across 24 counties in Pennsylvania, West Virginia and Ohio through our two
primary assets: our transmission and storage system, which serves as a header system transmission pipeline, and our gathering
system, which delivers natural gas from wells and other receipt points to transmission pipelines. We believe that our strategically located
assets, combined with our working relationship with EQT, position us as a leading Appalachian Basin midstream energy company.
Transmission and Storage System
Our transmission and storage system, including the Allegheny Valley Connector facilities (the AVC facilities) and the Ohio Valley
Connector (OVC), includes an approximately 950-mile interstate pipeline regulated by the Federal Energy Regulatory Commission
(FERC) that connects to six interstate pipelines and multiple distribution companies. The transmission
S-1
Table of Contents
system is supported by 18 associated natural gas storage reservoirs with approximately 645 MMcf per day of peak withdrawal
capability, 43 Bcf of working gas capacity and 41 compressor units, with total throughput capacity of approximately 4.4 Bcf per day.
Revenues associated with our transmission and storage system represented approximately 48%, 53% and 49% of our total revenues
for the years ended December 31, 2015, 2014 and 2013, respectively.
As of December 31, 2015, the weighted average remaining contract life based on total projected contracted revenues for firm
transmission and storage contracts was approximately 17 years. As of December 31, 2015, approximately 90% of our contracted
transmission firm capacity was subscribed by customers under negotiated rate agreements under our tariff. The remaining 10% of our
contracted transmission firm capacity was subscribed at the recourse rates under our tariff (i.e., the maximum rates an interstate
pipeline may charge for its services under its tariff). We generally do not take title to the natural gas transported or stored for our
customers.
Pursuant to an acreage dedication to us from EQT, we have the right to elect to transport on our transmission and storage system
all natural gas produced from wells drilled by EQT under an area covering approximately 60,000 acres in Allegheny, Washington and
Greene counties in Pennsylvania and Wetzel, Marion, Taylor, Tyler, Doddridge, Harrison and Lewis counties in West Virginia. EQT has
a significant natural gas drilling program in these areas.
Gathering System
Our gathering system consists of approximately 250 miles of high pressure gathering lines with approximately 1.8 Bcf of total firm
gathering capacity and multiple interconnect points with our transmission and storage system. Our gathering system also includes
approximately 1,550 miles of primarily FERC-regulated low pressure gathering lines. Gathering revenues represented approximately
52%, 47% and 51% of our total revenues for the years ended December 31, 2015, 2014 and 2013, respectively. Including contracts
associated with expected future capacity from expansion projects that are not yet fully constructed but for which we have entered into
firm gathering contracts, the weighted average remaining contract life based on total projected contracted revenues for firm gathering
contracts was approximately 9 years as of December 31, 2015.
Allegheny Valley Connector and Gathering Asset Acquisition
On October 13, 2016, we entered into a Purchase and Sale Agreement (Purchase Agreement) with EQT and certain of our and
EQT's affiliates pursuant to which we acquired from EQT (i) 100% of the outstanding limited liability company interests in Allegheny
Valley Connector, LLC (AVC) and Rager Mountain Storage Company LLC (Rager) and (ii) certain gathering assets located in
southwestern Pennsylvania and northern West Virginia (the Gathering Assets) (collectively, the October 2016 Acquisition). The closing
of the October 2016 Acquisition occurred on October 13, 2016 (the Closing) and was effective as of October 1, 2016. The aggregate
consideration paid by us to EQT in connection with the October 2016 Acquisition was $275 million, which was funded with borrowings
under our $750 million revolving credit facility.
AVC owns the AVC facilities, which we leased from EQT prior to the Closing. The AVC facilities include an approximately 209-mile
FERC-regulated interstate pipeline that interconnects with our transmission and storage system. The AVC facilities provide
approximately 450 MMcf per day of additional firm capacity to our transmission and storage system and are supported by four natural
gas storage reservoirs with approximately
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S-2
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245 MMcf per day of peak withdrawal capacity, approximately 11 Bcf per day of working gas capacity and 11 compressor units. Rager
leases 2 Bcf per day of the working gas capacity of the AVC facilities. The Gathering Assets include 87 miles of natural gas gathering
pipeline and three compressor units with approximately 7,000 horsepower of compression.
The following table provides information regarding our transmission and storage and gathering assets as of October 31, 2016:
Approx im a t e
Approx im a t e
N um be r of
Approx im a t e
N um be r of
Re c e ipt
Com pre ssion
Syst e m

M ile s

Point s
(H orse pow e r)
Transmission and Storage

950
150
120,000
Gathering

1,800
2,300
134,000
Transmission and Gathering System Expansion Projects
We expect that the following expansion projects will allow us to capitalize on drilling activity by EQT and other third party
producers:
·
Ohio Valley Connector. The OVC, which began service on October 1, 2016, is a 37-mile pipeline that extends our
transmission and storage system from northern West Virginia to Clarington, Ohio, at which point it interconnects with the
Rockies Express Pipeline and may interconnect with other pipelines and liquidity points. The OVC will provide
approximately 850 BBtu per day of transmission capacity with an aggregate compression of approximately 38,000
horsepower at an estimated cost of $360 million, excluding Allowance for Funds Used During Construction (AFUDC), of
which $220 million is expected to be spent in 2016. EQT has entered into a 20-year transportation service agreement with
us for a total of 650 BBtu per day of firm transmission capacity on the OVC.
·
Range Resources Header Pipeline Project. We are constructing a natural gas header pipeline for a subsidiary of Range
Resources Corporation (Range Resources) in southwestern Pennsylvania to support Marcellus development. The pipeline
is expected to cost approximately $250 million and is contracted to provide 600 MMcf per day of firm capacity backed by a
ten-year firm capacity reservation commitment. We plan to complete the project in two phases. On October 1, 2016,
phase one was placed into service, providing 75 MMcf per day of firm capacity. Phase two is expected to be completed
during the first half of 2017. We expect to invest approximately $180 million on the project in 2016.
·
Gathering Expansion Projects. We expect to invest a total of approximately $370 million, of which approximately
$90 million is expected to be spent during 2016, related to expansion in the NWV Gathering development area. These
expenditures are part of a fully subscribed expansion project expected to raise total firm gathering capacity in the NWV
Gathering development area to 640 MMcf per day by mid-year 2017. We also plan to invest approximately $20 million in
the Jupiter development area to install a gathering pipeline that will extend the gathering system to include additional EQT
Production development areas in Greene County, Pennsylvania. As described in "--Allegheny Valley Connector and
Gathering Assets Acquisition" above, we acquired certain gathering assets located in southwestern Pennsylvania and
West Virginia from EQT as part of the October 2016 Acquisition. We expect to invest approximately $105 million over the
next several years to complete planned expansion projects, including the installation of approximately 20 miles of pipeline
and four compressor
S-3
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units. We expect to spend approximately $5 million on this expansion project during the fourth quarter of 2016.
·
Equitrans and AVC Expansion Projects. We are evaluating several multi-year transmission capacity expansion projects to
support production growth in the Marcellus and Utica Shales that could total an additional 1.5 Bcf per day of capacity by
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year-end 2018. The projects may include additional compression, pipeline looping and new header pipelines. We expect to
spend approximately $20 million on these expansion projects during 2016. As described in "--Allegheny Valley Connector
and Gathering Assets Acquisition" above, we acquired AVC from EQT as part of the October 2016 Acquisition. We expect
to invest approximately $50 million in AVC related growth projects during the remainder of 2016 and 2017, of which
approximately $25 million is expected to be spent during the fourth quarter of 2016.
·
Mountain Valley Pipeline. Mountain Valley Pipeline, LLC (the MVP Joint Venture) is a joint venture with affiliates of each
of NextEra Energy, Inc., Consolidated Edison, Inc., WGL Holdings, Inc. and RGC Resources, Inc. We are the operator of
the MVP and owned a 45.5% interest in the MVP Joint Venture as of October 31, 2016. The 42-inch diameter MVP has a
targeted initial capacity of 2.0 Bcf per day and is estimated to span 300-miles extending from our existing transmission
and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia. As currently designed, the MVP is
estimated to cost a total of $3.0 billion to $3.5 billion, excluding AFUDC, and we are to fund our proportionate share
through capital contributions made to the joint venture. In 2016, we expect to provide capital contributions of approximately
$100 million to the MVP Joint Venture, primarily in support of material orders, environmental and land assessments and
engineering design work. Expenditures are expected to increase substantially as construction commences, with the bulk of
the expenditures expected to be made in 2017 and 2018. The MVP Joint Venture has secured a total of 2.0 Bcf per day
of 20-year firm capacity commitments, including a 1.29 Bcf per day firm capacity commitment by EQT, and is currently in
negotiation with additional shippers who have expressed interest in the MVP project. The MVP Joint Venture submitted
the MVP certificate application to the FERC in October 2015, and the FERC issued the Notice of Schedule for
Environmental Review (NOS) and the Draft Environmental Impact Statement on June 28, 2016 and September 16, 2016,
respectively. Based on the schedule provided in the NOS, the MVP Joint Venture anticipates receiving the certificate in
mid-2017. The pipeline is targeted to be placed in service during the fourth quarter of 2018.
Re c e nt De ve lopm e nt s
We recently completed the purchase of the AVC facilities and the Gathering Assets. Please see "--Allegheny Valley Connector
and Gathering Assets Acquisition" above for details of the AVC facilities, the Gathering Assets and the Purchase Agreement.
On October 25, 2016, the board of directors of our general partner declared a quarterly cash distribution to our limited partners for
the third quarter of 2016 of $0.815 per unit, or $3.26 per unit on an annualized basis. This distribution represented an increase of
$0.035 per unit, or approximately 4%, over the second quarter 2016 distribution of $0.78 per unit and an increase of $0.14, or
approximately 21%, over the third quarter 2015 distribution of $0.675 per unit. The quarterly distribution will be paid on November 14,
2016 to unitholders of record on November 4, 2016.
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Table of Contents
Our Re la t ionship w it h EQT
One of our principal attributes is our relationship with EQT. Headquartered in Pittsburgh, Pennsylvania in the heart of the
Appalachian Basin, EQT is an integrated energy company with an emphasis on natural gas production, gathering and transmission.
EQT conducts its business through two business segments: EQT Production and EQT Midstream. EQT Production is one of the largest
natural gas producers in the Appalachian Basin with 10.0 Tcfe of proved natural gas, natural gas liquids and crude oil reserves across
approximately 3.4 million gross acres as of December 31, 2015, of which approximately 630,000 gross acres were located in the
Marcellus Shale.
Our general partner is a direct wholly owned subsidiary of EQGP. EQT formed EQGP to own EQT's partnership interests in EQM.
As of September 30, 2016, EQGP owned a 1.8% general partner interest in us, all of our incentive distribution rights and a 26.6%
limited partner interest in us, and EQT indirectly owned 90.1% of EQGP's outstanding limited partner interests and 100% of EQGP's
non-economic general partner interest. Because of the significant interest in us that EQT owns through EQGP, EQT is positioned to
directly benefit from committing additional natural gas volumes to our systems and from facilitating organic growth opportunities and
accretive acquisitions. In addition, if EQT were to purchase assets or companies that contain midstream assets, EQT may make those
assets available to us. However, EQT is under no obligation to make acquisition opportunities available to us, is not restricted from
competing with us and may acquire, construct or dispose of midstream assets without any obligation to offer us the opportunity to
purchase or construct these assets.
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We believe that our relationship with EQT is advantageous for the following reasons:
·
EQT is a leader among exploration and production companies in the Appalachian Basin. A substantial portion of EQT's
drilling efforts in recent years were focused on drilling horizontal wells in the Marcellus Shale formations of southwestern
Pennsylvania and northern West Virginia. For the year ended December 31, 2015, EQT reported total production sales
volumes of 603 Bcfe, representing a 27% increase as compared to the year ended December 31, 2014. Approximately
84% of EQT's total production in 2015 was from wells in the Marcellus Shale. EQT's Marcellus sales volumes were 34%
higher for the year ended December 31, 2015 as compared to the year ended December 31, 2014.
·
EQT production growth supports our development of organic expansion projects. EQT continues to expand its exploration
and production operations in the Appalachian Basin, primarily in the Marcellus and Utica Shales. As this expansion
increases into areas that are currently underserved by midstream infrastructure, we expect we will have a competitive
advantage in pursuing economically attractive organic expansion projects, which we believe will be a key driver of growth
in the future.
Princ ipa l Ex e c ut ive Offic e s a nd I nt e rne t Addre ss
Our principal executive offices are located at 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222, and our telephone
number is (412) 553-5700. Our website is located at www.eqtmidstreampartners.com. We make available our periodic reports and other
information filed with or furnished to the Securities and Exchange Commission (SEC) free of charge through our website, as soon as
reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our
website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.
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Table of Contents
The following diagram depicts our simplified organizational and ownership structure as of October 1, 2016.
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Table of Contents

T he Offe ring
Issuer
EQT Midstream Partners, LP.

Notes Offered
$500,000,000 aggregate principal amount of 4.125% Senior Notes due 2026.

Interest Rate
Interest will accrue on the Notes from November 4, 2016 at a rate of 4.125% per annum.

Interest Payment Dates
We will pay interest on the Notes semi-annually in arrears on June 1 and December 1 of each
year, beginning on June 1, 2017.

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Document Outline

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