Item 1. Security and Issuer.
This Amendment No. 5 to Schedule 13D (Amendment No. 5) amends and supplements or restates (where indicated) the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the Commission) on May 26, 2015, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on June 22, 2017, Amendment No. 2 to Schedule 13D filed with the Commission on February 22, 2018, Amendment No. 3 to Schedule 13D filed with the Commission on April 27, 2018 and Amendment No. 4 to Schedule 13D filed with the Commission on May 22, 2018 (as amended, Schedule 13D), and relates to common units (Common Units) representing limited partner interests of EQT GP Holdings, 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. 5 and not defined herein shall have the meanings ascribed to them in Schedule 13D.
Item 2. Identity and Background.
The first two paragraphs of Item 2(c) of Schedule 13D are hereby amended and restated in their entirety as follows:
(c) The principal business of Gathering Holdings is to own a limited partner interest in the Issuer, all of the membership interests in the General Partner, 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 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 EQTs produced gas, as well as for independent third parties across the Appalachian Basin through EQTs ownership and control of EQT Midstream Partners, LP (EQM), 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 EQM. 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 EQM.
The principal business of each of EQT RE, REO, Rice Midstream Holdings and RMGH is to serve as an intercompany holding company for certain subsidiaries of EQT. The principal business of GP Management is to act as the general partner of RMGH.
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. 5 regarding the completion of the Midstream Mergers.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended and supplemented by adding the following additional disclosures:
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Completion of the Midstream Mergers
On July 23, 2018, EQM completed its previously announced acquisition of Rice Midstream Partners LP (RMP). Pursuant to the terms of the Midstream Merger Agreement, on July 23, 2018, (i) Merger Sub merged with and into RMP with RMP continuing as the surviving limited partnership and a wholly owned indirect subsidiary of EQM (the Surviving Entity) and (ii) GP Merger Sub merged with and into the RMP General Partner, with the RMP General Partner continuing as the surviving entity and a wholly owned indirect subsidiary of EQM (the Surviving GP Entity) ((i) and (ii) collectively, the Midstream Mergers).
At the Effective Time, (i) each RMP Common Unit issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.3319 EQM Common Units, (ii) the issued and outstanding RMP IDRs were cancelled and (iii) each outstanding award of phantom units in respect of RMP Common Units fully vested and converted into the right to receive the Midstream Merger Consideration, less applicable tax withholding, in respect of each RMP Common Unit subject thereto. The aggregate Midstream Merger Consideration consisted of approximately 34.0 million EQM Common Units in exchange for all of the issued and outstanding RMP Common Units and awards of phantom units in respect of RMP Common Units.
The foregoing description of the Midstream Mergers does not purport to be complete and is qualified in its entirety by reference to the full text of the Midstream Merger Agreement, a copy of which is filed as Exhibit H to this Schedule 13D and is incorporated herein by reference.
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
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Joint Filing Agreement dated May 22, 2018 (attached as Exhibit A to Amendment No. 4 to Schedule 13D (File No. 005-88854) filed with the Commission on May 22, 2018 and incorporated herein in its entirety by reference).
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Exhibit B
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Power of Attorney dated May 22, 2018 (attached as Exhibit B to Amendment No. 4 to Schedule 13D (File No. 005-88854) filed with the Commission on May 22, 2018 and incorporated herein in its entirety by reference).
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Exhibit C
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First Amended and Restated Agreement of Limited Partnership of EQT GP Holdings, LP, dated May 15, 2015 (filed as Exhibit 3.1 to the Issuers current report on Form 8-K filed with the Commission on May 15, 2015 and incorporated herein in its entirety by reference).
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Exhibit D
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Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of EQT GP Holdings, LP, dated December 7, 2017 (filed as Exhibit 3.1 to the Issuers Form 8-K filed with the Commission on December 8, 2017 and incorporated herein in its entirety by reference).
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Exhibit E
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First Amended and Restated Limited Liability Company Agreement of EQT GP Services, LLC, dated May 15, 2015 (filed as Exhibit 3.2 to the Issuers current report on Form 8-K filed with the Commission on May 15, 2015 and incorporated herein in its entirety by reference).
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Exhibit F
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Underwriting Agreement, dated May 11, 2015, by and among EQT GP Holdings, LP, EQT GP Services, LLC, EQT Gathering Holdings, LLC and the Underwriters named therein (filed as Exhibit 1.1 to the Issuers current report on Form 8-K filed with the Commission on May 15, 2015 and incorporated herein in its entirety by reference).
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Exhibit G
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Press Release, dated February 21, 2018 (filed as Exhibit 99.1 to EQT Corporations 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).
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