Bond EQM Midstream LLC 4% ( US26885BAA89 ) in USD

EQM Midstream LLC

100 % ▲

United States

US26885BAA89 ( in USD )

4% per year ( payment 2 times a year)

31/07/2024 - Bond has expired

Prospectus brochure of the bond EQM Midstream Partners L.P US26885BAA89 in USD 4%, expired

1 000 USD

500 000 000 USD

26885BAA8

BB- ( Non-investment grade speculative )

Ba3 ( Non-investment grade speculative )

EQM Midstream Partners, L.P. is a publicly traded master limited partnership (MLP) engaged in the gathering, processing, and transportation of natural gas and natural gas liquids (NGLs) primarily in the Appalachian Basin and other regions of the United States.

The Bond issued by EQM Midstream LLC ( United States ) , in USD, with the ISIN code US26885BAA89, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/07/2024

The Bond issued by EQM Midstream LLC ( United States ) , in USD, with the ISIN code US26885BAA89, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by EQM Midstream LLC ( United States ) , in USD, with the ISIN code US26885BAA89, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B5 1 a2220974z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount to be
Offering Price per
Aggregate Offering
Amount of
to be Registered

Registered

Unit

Price

Registration Fees(1)

4.00% Senior Notes due 2024

$500,000,000

99.422%

$497,110,000

$64,028

Guarantees of 4.00% Senior Notes due
2024(2)

--

--

--

--

Total:

$500,000,000

--

$497,110,000

$64,028

(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. 333-189719 by means of this prospectus supplement.
(2)
In accordance with Rule 457(n), no separate fee for the guarantees is payable.
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-189719
PROSPECTUS SUPPLEMENT
(To prospectus dated July 1, 2013)
$500,000,000
EQT Midstream Partners, LP
4.00% Senior Notes due 2024
We are offering $500 million aggregate principal amount of 4.00% Senior Notes due 2024 (the Notes). Interest on the Notes is payable in arrears on
February 1 and August 1 of each year beginning February 1, 2015. Interest on the Notes will accrue from August 1, 2014. The Notes will mature on
August 1, 2024.
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 that do not guarantee the Notes. Initially, our payment obligations under the Notes will be guaranteed on a senior unsecured
basis by each of our existing and future subsidiaries that guarantee our credit facility (other than EQT Midstream Finance Corporation). The guarantees
will rank equally in right of payment with all existing and future senior indebtedness of the subsidiary guarantors; senior in right of payment to any
future subordinated indebtedness of the subsidiary guarantors; and effectively junior to any secured indebtedness of the subsidiary guarantors, to the
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extent of the value of the assets securing such indebtedness.
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.
Investing in the Notes involves risks that are described in the "Risk Factors" section on page S-11 of this prospectus supplement and page 2 of
the accompanying base prospectus.

Per Note

Total

Initial price to public (1)
99.422%$ 497,110,000
Underwriting discount

0.650%$
3,250,000
Proceeds, before expenses, to us
98.772%$ 493,860,000
(1)
Plus accrued interest, if any, from August 1, 2014 if settlement occurs after that date.
Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
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 August 1, 2014.
Joint Book-Running Managers
Deutsche Bank Securities

Goldman, Sachs & Co.
J.P. Morgan
BNP PARIBAS

MUFG
SunTrust Robinson Humphrey

US Bancorp
Co-Managers
Credit Suisse

PNC Capital Markets LLC
RBC Capital Markets
Scotiabank

CIBC

Huntington Investment Company
The date of this prospectus supplement is July 29, 2014
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Information in this Prospectus Supplement and the Accompanying Prospectus

S-ii
Disclosure Regarding Forward-Looking Statements

S-ii
Summary

S-1
Risk Factors
S-11
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-35
Underwriting
S-40
Legal Matters
S-44
Experts
S-44
Where You Can Find More Information
S-44
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Prospectus

Page
About This Prospectus

1
EQT Midstream Partners, LP

1
Risk Factors

2
Forward-Looking Statements

2
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

3
Description of the Debt Securities

4
Description of the Common Units

13
Description of Our Partnership Agreement

15
Cash Distribution Policy

28
Material Income Tax Considerations

41
Plan of Distribution

57
Legal Matters

59
Experts

59
Where You Can Find More Information

60
S-i
Table of Contents
INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
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-44 of this prospectus supplement.
You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying base
prospectus and any free writing prospectus prepared by or on behalf of us relating to this offering of Notes. Neither we nor the underwriters have
authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information,
you should not rely on it. 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.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information included in this prospectus, any prospectus supplement and the documents we incorporate by reference may contain
forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations and financial
condition, or forecast future events. Words such as "could," "will," "may," "assume," "forecast," "position," "predict," "strategy," "expect," "intend,"
"plan," "estimate," "anticipate," "believe," "project," "budget," "potential," or "continue," and similar expressions are used to identify forward-looking
statements. Without limiting the generality of the foregoing, forward-looking statements contained in this prospectus, any prospectus supplement and the
documents we incorporate by reference include our expectations of plans, strategies, objectives, growth and anticipated financial and operational
performance, including statements regarding projected capital expenditures and revenues, the weighted average life of our contracts, our or EQT
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Corporation's ability to complete infrastructure projects (including the timing, cost and capacity), the timing, cost and capacity of the Ohio Valley
Connector and Mountain Valley Pipeline (MVP) projects; the expected terms and structure of the proposed joint venture related to the MVP project,
including the EQT affiliate to own and/or operate MVP; drilling plans of EQT Corporation and third parties, our expectations that EQT Corporation
will develop additional midstream assets and/or make acquisition opportunities available to us and our
S-ii
Table of Contents
ability to complete acquisitions from EQT Corporation or third parties. Forward-looking statements can be affected by assumptions used or by known
or unknown risks or uncertainties. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus supplement, the accompanying base prospectus and the documents we have incorporated by reference. Consequently, no
forward-looking statement can be guaranteed. With respect to the proposed pipeline projects, these risks and uncertainties include, among others, the
ability to obtain regulatory permits and approvals, the ability to secure customer contracts, the availability of skilled labor, equipment and materials,
and, with respect to MVP, the risk that the joint venture may not be consummated.
Please read "Risk Factors" on page S-11 of this prospectus supplement, page 2 of the accompanying base prospectus and in the documents
incorporated by reference herein. 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, transportation and gathering services;
·
our ability to successfully implement our business plan;
·
our ability to complete internal growth projects on time and on budget;
·
our ability to complete acquisitions from EQT Corporation or from third parties;
·
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 the same and alternative energy sources;
·
energy efficiency and technology trends;
·
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;
·
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
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·
certain factors discussed elsewhere in this prospectus supplement.
S-iii
Table of Contents
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

SUMMARY
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-11 of this prospectus supplement and on
page 2 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," "the Partnership," "we," "our,"
"us" or like terms refer to EQT Midstream Partners, LP 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," "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, an indirect wholly owned subsidiary of EQT Corporation. References in this prospectus
supplement or the accompanying base prospectus to "EQT" refer to EQT Corporation and its consolidated subsidiaries.
On April 30, 2014, the Partnership, its general partner, EQM Gathering Opco, LLC (EQM Gathering), an indirect wholly owned subsidiary of the
Partnership, and EQT Gathering, LLC (EQT Gathering), an indirect wholly owned subsidiary of EQT, entered into a contribution agreement pursuant
to which, on May 7, 2014, EQT Gathering contributed to EQM Gathering certain assets constituting the Jupiter natural gas gathering system (Jupiter
Acquisition). On July 15, 2013, the Partnership and Equitrans, L.P. (Equitrans) entered into an Agreement and Plan of Merger with EQT and Sunrise
Pipeline, LLC (Sunrise), an indirect wholly owned subsidiary of EQT and the owner of the Sunrise Pipeline. Effective July 22, 2013, Sunrise merged
with and into Equitrans, with Equitrans continuing as the surviving company (Sunrise Merger). The Jupiter Acquisition and the Sunrise Merger were
transactions between entities under common control. As a result, the Partnership recast its financial statements to retrospectively reflect the Jupiter
Acquisition and Sunrise Merger. Information in this prospectus supplement derived from our financial statements reflects such recast.
Overview
EQT Midstream Partners, LP (NYSE: EQM) is a growth-oriented limited partnership formed by EQT Corporation (NYSE: 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 fixed reservation and/or usage fees, with a significant portion of our revenues being generated under long-term firm
contracts. Our operations are primarily focused in southwestern Pennsylvania and northern West Virginia, a strategic location in the rapidly growing
natural gas shale play known as the Marcellus Shale. This same region is also the core operating area of EQT, our general partner and largest customer.
We provide midstream services to EQT and multiple third parties across 21 counties in Pennsylvania and West Virginia 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 serving the Marcellus Shale region.

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S-1
Table of Contents
Transmission and Storage System
Our transmission and storage system includes an approximately 700 mile interstate pipeline regulated by the Federal Energy Regulatory
Commission (FERC) that connects to five interstate pipelines and multiple distribution companies, and is supported by 14 associated natural gas storage
reservoirs with approximately 400 MMcf per day of peak withdrawal capability, 32 Bcf of working gas capacity and 24 compressor units. As of
December 31, 2013, our transmission assets had total throughput capacity of approximately 2.25 TBtu per day. Through a lease with EQT, we also
operate the Allegheny Valley Connector (AVC) facilities, which include an approximately 200 mile FERC-regulated interstate pipeline that
interconnects with our transmission and storage system. The AVC transmission system is supported by four associated natural gas storage reservoirs
with approximately 260 MMcf per day of peak withdrawal capability, 15 Bcf of working gas capacity and 11 compressor units. Of the total 15 Bcf of
working gas capacity, we lease and operate 13 Bcf of working gas capacity. As of December 31, 2013, the AVC transmission system had total
throughput capacity of approximately 0.45 TBtu per day. Revenues associated with our transmission and storage system represented approximately
57% of our total revenues for the year ended December 31, 2013. As of December 31, 2013, the weighted average remaining contract life based on total
projected contracted revenues for firm transmission and storage contracts was approximately 15 years. We generally do not take title to the natural gas
transported or stored for our customers. As of December 31, 2013, approximately 15% of our contracted transmission firm capacity was subscribed at
the recourse rates under our tariff (recourse rates are the maximum rates an interstate pipeline may charge for its services under its tariff). The remaining
85% of our contracted transmission firm capacity was subscribed by customers under negotiated rate agreements under the tariff.
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 and is expanding its retained midstream infrastructure, which connects to our transmission and storage system, to meet expected
production growth.
Gathering System
Our gathering system consists of approximately 35 miles of non-FERC-regulated gathering lines associated with the Jupiter gathering system
(Jupiter), which have six interconnects with transmission and storage systems, as well as approximately 1,600 miles of FERC-regulated low-pressure
gathering lines that have multiple delivery interconnects with our transmission and storage system. Prior to the Jupiter Gas Gathering Agreement
detailed below, revenues associated with our gathering system were generated under interruptible gathering service contracts. Gathering revenues
represented approximately 43%, 40% and 38% of our total revenues for the years ended December 31, 2013, 2012 and 2011, respectively.
On April 30, 2014, the Partnership, its general partner, EQM Gathering and EQT Gathering entered into a contribution agreement pursuant to
which, on May 7, 2014, EQT Gathering contributed Jupiter to EQM Gathering. Jupiter consists of an approximately 35-mile natural gas gathering
system located in Greene and Washington counties, Pennsylvania with the Callisto compressor station, which has approximately 150 MMcf per day
compression capacity, and the Jupiter compressor station, which has approximately 75 MMcf per day compression capacity. Jupiter has six
interconnects with the Partnership's transmission and storage system and a total of 970 MMcf per day of pipeline capacity. The aggregate consideration
paid by the Partnership to EQT in connection with the Jupiter Acquisition was approximately $1,180 million, consisting of $1,121 million cash,
516,050 common units of the Partnership and 262,828 general partner units of the Partnership.

S-2
Table of Contents
On April 30, 2014, EQT entered into a gas gathering agreement with EQT Gathering for gathering services on Jupiter (Jupiter Gas Gathering
Agreement). The Jupiter Gas Gathering Agreement has a 10-year term (with year-to-year rollovers), beginning May 1, 2014. Under the agreement,
EQT has subscribed for all of the approximately 225 MMcf per day of firm compression capacity currently available on Jupiter. The Partnership
anticipates future expansion projects which are expected to bring the total Jupiter compression capacity to approximately 775 MMcf per day. EQT has
agreed to separate 10-year terms (with year-to-year rollovers) for the compression capacity associated with each expansion project. After all of the
expansion projects scheduled to be completed in 2014 and 2015 have been placed into service, EQT's firm reservation fee is expected to result in annual
revenue of approximately $173 million. EQT also agreed to pay a monthly usage fee for volumes gathered in excess of firm compression capacity. In
connection with the closing of the Jupiter Acquisition, the Jupiter Gas Gathering Agreement was assigned to EQM Gathering.
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The following table provides information regarding our transmission, storage and gathering assets as of December 31, 2013, including Jupiter:
Approximate
Approximate
Approximate
Number of
Number of
Compression
System

Miles

Receipt Points

(Horsepower)

Transmission and Storage

700
80
41,000
AVC

200
60
13,000
Gathering

1,635
2,300
43,300
Transmission and Gathering System Expansion Projects
We have completed, and continue to work on, numerous projects aimed at increasing system capacity including, but not limited to, the following:
·
Blacksville Compressor Station. The Blacksville Compressor station project was completed in the third quarter of 2012. It consisted of
installing a new booster compressor station in Monongalia County, West Virginia, including two compressor units with an aggregate
compression of approximately 9,470 horsepower, at a cost of approximately $30 million. This project provided approximately 200 BBtu
per day of incremental firm transmission capacity on our system.
·
Low Pressure East Expansion Project. The Low Pressure East expansion project was placed into service in the fourth quarter of 2013. It
involved uprating or replacing 26 miles of existing transmission pipeline in Greene, Washington and Allegheny counties in Pennsylvania
at a cost of approximately $30 million. This project tripled the maximum allowable operating pressure of the pipeline, thereby creating
approximately 150 BBtu per day of incremental firm transmission capacity on our system.
·
Sunrise Pipeline and Jefferson Compressor Station. The Sunrise Pipeline was placed into service in the third quarter of 2012. The
Sunrise Pipeline provides access to liquids-rich Marcellus Shale acreage through its 41.5 miles of FERC-regulated transmission pipeline
that parallels and interconnects with the segment of our transmission and storage system from Wetzel County, West Virginia to Greene
County, Pennsylvania. The Sunrise Pipeline added approximately 400 BBtu of additional firm capacity to our system and cost
approximately $230 million. We are currently expanding the Jefferson compressor station to provide approximately 550 BBtu per day of
additional incremental firm transmission capacity on the Sunrise Pipeline system. The expansion, which is expected to cost
approximately $30 million, is expected to be placed into service in the third quarter of 2014.
·
West-Side and East-Side Expansion Projects. Our business also includes the construction and operation of pipelines and compression
facilities for third parties under fixed-fee contracts. On December 17, 2013, we entered into two separate agreements with Antero
Resources

S-3
Table of Contents
Corporation for firm transportation services on our transmission system. Under each agreement, we will ultimately provide 100 BBtu per
day of firm transmission capacity on the transmission system for a combined total of 200 BBtu per day. As part of the agreements, we
expect to spend approximately $55 million on two separate transmission expansion projects in northern West Virginia. The west-side
expansion project will add 100 BBtu per day of transmission capacity at an estimated cost of $26 million and is expected to be in full
service by year-end 2014. The east-side expansion project will add 100 BBtu per day of transmission capacity at an estimated cost of
$29 million and is expected to be in full service by mid-year 2015. Combined, the agreements required us to provide 75 BBtu per day of
firm transmission capacity commencing in the second quarter of 2014 and require us to increase the firm transportation capacity to a
total of 200 BBtu per day by mid-year 2015. The agreements are primarily fixed-fee, demand based contracts with a 10-year term
commencing on the applicable project's full 100 BBtu per day in-service date.
·
Gathering Infrastructure and Transmission Expansion. In February 2014, we entered into definitive agreements with a subsidiary of
Range Resources Corporation to provide gathering, compression and transmission services in southwestern Pennsylvania. We expect to
invest approximately $55 million during 2014 and 2015 in gathering and transmission infrastructure in conjunction with these
agreements. The transmission expansion will add approximately 100 BBtu per day of capacity to our transmission system and is
expected to be in service in the fourth quarter of 2014. The agreements include a fee-based 10-year minimum volume commitment for
gathering and transmission services.
·
Jupiter Gathering Expansion. We expect to complete several expansion projects related to the Jupiter gathering system during 2014 and
2015. These expansion projects are fully subscribed under the Jupiter Gas Gathering Agreement with EQT. The 2014 expansion involves
the construction of the Halo compressor station and the addition of compression at the Callisto and Jupiter compressor stations in Greene
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County, Pennsylvania and is expected to be placed into service in the fourth quarter of 2014. This expansion is expected to add
approximately 350 MMcf per day of compression capacity and is estimated to cost approximately $47 million. The 2015 expansion
involves the construction of the Europa compressor station in Greene County and is expected to be placed into service in the fourth
quarter of 2015. This expansion is expected to add approximately 200 MMcf per day of compression capacity and is estimated to cost
approximately $51 million. In addition, we expect to spend approximately $84 million over 2014 and 2015 to build approximately 20
miles of additional gathering pipelines and for field pressure reduction.
·
Ohio Valley Connector. The Partnership announced that it will construct and own the Ohio Valley Connector (OVC) pipeline, which
will be regulated by FERC. OVC will connect the Partnership's transmission and storage system in northern West Virginia to Clarington,
Ohio. At Clarington, OVC will interconnect with the Rockies Express Pipeline and the Texas Eastern Pipeline. In addition to providing
Marcellus producers access to pipelines serving Midwest and Gulf Coast markets, OVC will provide Utica producers, located along the
route, direct access to the Partnerships' extensive transmission system and is expected to be in-service by mid-year 2016. Subject to
FERC approval, the 36 mile pipeline extension will provide approximately 1.0 Bcf per day of transmission capacity and is estimated to
cost $300 million. The Partnership has entered into a 20-year precedent agreement with EQT for a total of 650 MMcf per day of firm
transmission capacity on OVC.
Our Relationship with 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

S-4
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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 8.3 Tcfe of proved natural gas, NGLs, and crude
oil reserves across approximately 3.6 million gross acres as of December 31, 2013, of which approximately 580,000 gross acres were located in the
Marcellus Shale. EQT Midstream provides transmission, storage and gathering services for EQT's produced gas and to third parties in the Appalachian
Basin.
In order to facilitate production growth in its areas of operation, EQT has invested $2.4 billion in midstream infrastructure from January 1, 2007
through December 31, 2013. EQT has announced a capital expenditure forecast of approximately $600 million for its midstream segment in 2014,
which includes capital expenditures of approximately $225 to $250 million that we expect to make in 2014. As EQT expands its exploration and
production operations in the Marcellus Shale into areas that are currently underserviced by midstream infrastructure, we expect EQT will develop, either
independently or in partnership with us, additional midstream assets to provide takeaway capacity for expected production growth, although EQT is
under no obligation to do so.
EQT currently owns a 2.0% general partner interest in us, all of our incentive distribution rights and a 34.4% limited partner interest in us. Because
of its ownership of the incentive distribution rights, EQT is positioned to directly benefit from committing additional natural gas volumes to our
systems and from facilitating accretive acquisitions and organic growth opportunities. 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.
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. EQT had approximately 3.6 million gross
acres as of December 31, 2013, of which approximately 580,000 gross acres were located in the Marcellus Shale. A substantial portion
of EQT's drilling efforts in 2012 and 2013 were focused on drilling horizontal wells in the Marcellus Shale formations of southwestern
Pennsylvania and northern West Virginia. For the year ended December 31, 2013, EQT reported total production sales volumes of 378
Bcfe, representing a 43% increase as compared to the year ended December 31, 2012. Approximately 73% of EQT's total production in
2013 was from wells in the Marcellus Shale. EQT's Marcellus Shale sales volumes were 82% higher for the year ended December 31,
2013 as compared to the year ended December 31, 2012.
·
EQT has a substantial and growing portfolio of midstream assets. We expect to have the opportunity to purchase additional midstream
assets from EQT in the future, although EQT is under no obligation to make the opportunities available to us. The opportunities may
include:
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·
Retained midstream transmission assets. The AVC facilities include an approximately 200 mile FERC-regulated interstate
pipeline that interconnects with our transmission and storage system. The AVC transmission system is supported by four
associated natural gas storage reservoirs with approximately 260 MMcf per day of peak withdrawal capability, 15 Bcf of
working gas capacity and 11 compressor units. As of December 31, 2013, the AVC facilities had total throughput capacity of
approximately 450 BBtu per day.
·
Retained midstream gathering assets. EQT's retained midstream asset base includes approximately 7,815 miles of gathering
pipelines with throughput of approximately 650 BBtu of natural gas per day for the year ended December 31, 2013. These
retained assets include approximately 85 miles of high-pressure gathering lines serving both liquids-rich and dry areas in the
Marcellus Shale located in Armstrong, Allegheny, Clearfield, Jefferson and

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Tioga counties in Pennsylvania and Doddridge, Taylor, Ritchie and Wetzel counties in West Virginia.
·
Development of additional midstream assets. EQT continues to expand its exploration and production operations in the
Appalachian Basin, primarily in the Marcellus Shale. As this expansion increases into areas that are currently underserved by
midstream infrastructure, we expect EQT will develop, either independently or in partnership with us, additional midstream
assets to ensure takeaway capacity for EQT's expected production growth.
·
Mountain Valley Pipeline. EQT has announced that it completed a non-binding open season for the proposed FERC regulated
Mountain Valley Pipeline project on July 10, 2014 that resulted in significant interest from many potential shippers. EQT is
working toward binding precedent agreements with shippers and expects to have an update on the project within the next several
months. EQT has indicated that it currently expects the 330-mile project, which is subject to board and FERC approval, to extend
from our transmission and storage system in West Virginia to southern Virginia, to provide approximately two billion cubic feet
per day of firm transmission capacity and to be in-service by the end of 2018. The pipeline is expected to be constructed and
owned by a joint venture between EQT or the Partnership and NextEra Energy, Inc.
Principal Executive Offices and Internet Address
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 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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The following diagram depicts our simplified organizational and ownership structure as of June 30, 2014.
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THE OFFERING
Issuer
EQT Midstream Partners, LP.
Notes Offered
$500,000,000 aggregate principal amount of 4.00% Senior Notes due 2024.
Interest Rate
Interest will accrue on the Notes from August 1, 2014 at a rate of 4.00% per annum.
Interest Payment Dates
We will pay interest on the Notes semi-annually in arrears on February 1 and
August 1 of each year, beginning on February 1, 2015.
Maturity
The Notes will mature on August 1, 2024.
Subsidiary Guarantees
Our payment obligations under the Notes will be unconditionally guaranteed,
jointly and severally, on an unsecured basis, by each of our existing and future
subsidiaries that guarantees our credit facility (other than EQT Midstream Finance
Corporation), which we refer to as "the subsidiary guarantors." The guarantee of
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