Filing Details

 

	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. 2)*

 

(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. 2 to Schedule 13D (Amendment No. 2) 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 (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. 2 and not defined herein shall have the meanings ascribed to them in Schedule 13D.

 

Item 2.         Identity and Background.

 

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

 

(b)  The business address of Gathering Holdings, EPC and EQT 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.

 

Item 2(c) of Schedule 13D is hereby amended by amending and restating the first paragraph thereof in its entirety as follows:

 

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 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. 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 Rice Midstream Partners LP (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.

 

Item 2(c) of Schedule 13D is hereby further amended by amending and restating the tables identifying the Covered Individuals in such item in their entirety as follows:

 

Name		Position
EQT Corporation
Steven T. Schlotterbeck		Director, President and Chief Executive Officer
David L. Porges		Executive Chairman
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

 

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Name		Position
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
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

 

Item 4.         Purpose of Transaction.

 

Item 4 of Schedule 13D is hereby amended and supplemented by deleting the second and third paragraphs thereof in their entirety and adding the following paragraphs after the first paragraph thereof:

 

On June 19, 2017, EQT entered into an Agreement and Plan of Merger (the Merger Agreement) with Rice Energy Inc. (Rice), pursuant to which a wholly owned indirect subsidiary of EQT merged with and into Rice (the Merger), and immediately thereafter Rice merged with and into another wholly owned indirect subsidiary of EQT.  As a result of the Merger, EQT obtained, among other things, Rices approximately 28% limited partner interest and 100% of the incentive distribution rights of RMP.  In addition, EQT obtained ownership of certain other midstream assets owned by subsidiaries of Rice (the Retained Midstream Assets).

 

On February 21, 2018, EQT announced, among other things, that its Board of Directors approved a plan to separate its upstream and midstream businesses, creating a standalone publicly traded corporation (NewCo) that will focus on midstream operations.  NewCo will own the midstream interests held by EQT.  EQT also announced that it plans to pursue the following:

 

·                                          A drop-down of the Retained Midstream Assets in an accretive transaction to EQM;

 

·                                          A merger of EQM and RMP in an accretive transaction; and

 

·                                          A sale of the RMP incentive distribution rights (IDRs) to the Issuer.

 

A copy of the press release in which EQT announced the foregoing (the Separation and Midstream Streamlining Transactions), among other things, is attached to this Schedule 13D as Exhibit G and incorporated into this Item 4 by reference.

 

Other than the Separation and Midstream Streamlining Transactions, as of the date of this Amendment No. 2, the Reporting Persons have not formulated any definitive plan or proposal relating to or which would result in any of the matters specified in clauses (a) through (i) of Item 4 of Schedule 13D with respect to the Issuer or its subsidiaries (the Enumerated Matters). There can be no assurance that EQTs plan to pursue the Separation and Midstream Streamlining Transactions will result in a transaction of interest to the Reporting Persons or the Issuer, or as to the terms of such transactions.  The Reporting Persons undertake no obligation to make additional disclosures in connection with the matters described herein except to the extent required by law.

 

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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 February 21, 2018, the number of Common Units issued and outstanding is 266,165,000.  Gathering Holdings is the record and beneficial owner of 239,449,000 Common Units, which represent approximately 90.0% of the outstanding Common Units of the Issuer, and, through its sole ownership of GP Corporation, Gathering Holdings beneficially owns an additional 266,000 Common Units, which represent approximately 0.1% of the outstanding Common Units of the Issuer.

 

(2)                                 EPC does not directly own any Common Units of the Issuer; however, as the sole member of Gathering Holdings, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings, which represent approximately 90.1% of the outstanding Common Units of the Issuer.

 

(3)                                 Investments Holdings does not directly own any Common Units of the Issuer; however, as the sole stockholder of EPC and indirect owner of Gathering Holdings, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings, which represent approximately 90.1% of the outstanding Common Units of the Issuer.

 

(4)                                 EQT does not directly own any Common Units of the Issuer; however, as the sole member of Investments Holdings and indirect owner of Gathering Holdings, it may be deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings, which represent approximately 90.1% of the outstanding Common Units of the Issuer.

 

(5)                                 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:

 

 

*                             Less than 1% of the class beneficially owned.

 

(1)                     Includes 12,300 Common Units beneficially owned that are held in the Cary Foundation, Inc. in which Mr. Cary has sole voting and investment power.

 

(2)                     Includes 11,358 phantom units granted under the 2015 LTIP, which have the economic equivalent of 11,358 Common Units and represent compensation that is deferred until retirement.

 

(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).

 

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(c)                                  Except as described in Item 3 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)                                 GP Corporation has the right to receive distributions from, and the proceeds from the sale of, the 266,000 Common Units for which it is the registered holder.  The Reporting Persons also 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.

 

(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 Statement dated May 26, 2015 (attached as Exhibit A to the Schedule 13D (File No. 005-88854) filed with the Commission on May 26, 2015 and incorporated herein in its entirety by reference).
EXHIBIT B		Power of Attorney dated June 22, 2017 (attached as Exhibit B to Amendment No. 1 to the Schedule 13D (File No. 005-88854) filed with the Commission on June 22, 2017 and incorporated herein in its entirety by reference).
EXHIBIT C		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).
EXHIBIT D		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).
EXHIBIT E		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).
EXHIBIT F		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).
EXHIBIT G		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 in its entirety herein 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: February 22, 2018

 

		EQT GATHERING HOLDINGS, LLC
		By:	/s/Jeremiah J. Ashcroft III
		Name:	Jeremiah J. Ashcroft III
		Title:	President
		EQT PRODUCTION COMPANY
		By:	*
		Name:	David E. Schlosser, Jr.
		Title:	President
		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
*/s/Robert J. McNally
By: Robert J. McNally, as attorney-in-fact.

 

Signature Page to Schedule 13D/A for EQT GP Holdings, LP

 

 

EXHIBIT INDEX

 

EXHIBIT A		Joint Filing Statement dated May 26, 2015 (attached as Exhibit A to the Schedule 13D (File No. 005-88854) filed with the Commission on May 26, 2015 and incorporated herein in its entirety by reference).
EXHIBIT B		Power of Attorney dated June 22, 2017 (attached as Exhibit B to Amendment No. 1 to the Schedule 13D (File No. 005-88854) filed with the Commission on June 22, 2017 and incorporated herein in its entirety by reference).
EXHIBIT C		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).
EXHIBIT D		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).
EXHIBIT E		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).
EXHIBIT F		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).
EXHIBIT G		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 in its entirety herein by reference).