EQT GP Holdings, LP (NYSE:EQGP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On July31, 2017, EQT Midstream Partners, LP (EQM) amended and restated its existing unsecured $750,000,000 Revolving Credit Agreement, dated as of February18, 2014, among EQM, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders and agents parties thereto, to that certain Second Amended and Restated Credit Agreement, dated as of July31, 2017 (the Second Amended and Restated Credit Agreement), among EQM, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders (the Lenders) and agents parties thereto.

Under the Second Amended and Restated Credit Agreement, EQM may obtain loans in an aggregate principal amount not to exceed $1,000,000,000 outstanding at any time.

The Second Amended and Restated Credit Agreement matures on July31, 2022 (the Stated Maturity Date). The Second Amended and Restated Credit Agreement has an accordion feature that allows EQM to increase the available revolving commitments under the facility by up to an additional $500,000,000, subject to satisfaction of certain conditions.

Under the terms of the Second Amended and Restated Credit Agreement, EQM can obtain Base Rate Loans (as defined in the Second Amended and Restated Credit Agreement) or Fixed Period Eurodollar Rate Loans (as defined in the Second Amended and Restated Credit Agreement) (Eurodollar Rate Loans). Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin determined on the basis of EQM’s then current credit rating. Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the Second Amended and Restated Credit Agreement) plus a margin determined on the basis of EQM’s then current credit rating. EQM is obligated to repay the aggregate principal amount of any outstanding Base Rate Loans or Eurodollar Rate Loans on the earlier of the Stated Maturity Date or the effective date of any other termination, cancellation or acceleration of the Lenders’ commitments under the Second Amended and Restated Credit Agreement. EQM may voluntarily prepay its borrowings, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Eurodollar Rate Loans.

The proceeds of the loans made under the Second Amended and Restated Credit Agreement may be used by EQM for working capital, capital expenditures, dividends, unit repurchases, and other lawful corporate purposes (including purchasing assets from EQT Corporation and its subsidiaries).

The Second Amended and Restated Credit Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including (i)a restriction on the ability of EQM or its subsidiaries to incur or permit liens on assets, (ii)the establishment of a maximum consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions), (iii)a limitation on certain changes to EQM’s business, (iv)certain restrictions related to mergers or acquisitions, (v)a restriction on the ability of EQM or its subsidiaries on making dispositions of all or substantially all of the assets of EQM or its subsidiaries; and (vi)a restriction on the ability of EQM or its subsidiaries to incur new debt, in each case subject to certain significant exceptions.

The foregoing description of the Second Amended and Restated Credit Agreement does not purport to be a complete statement of the parties’ rights and obligations under the Second Amended and Restated Credit Agreement and the transactions contemplated by the Second Amended and Restated Credit Agreement and is qualified in its entirety by reference to the full text of the Second Amended and Restated Credit Agreement, which is incorporated by reference as Exhibit10.1 to this Current Report on Form8-K and incorporated in this Item 1.01 by reference.

EQT Midstream Services, LLC, the general partner of EQM, is indirectly controlled by EQT Corporation (EQT) through EQT’s control of EQT GP Holdings, LP (EQGP). As of June30, 2017, EQT owned 50% of the non-economic general partner interest and an approximately 90.1% limited partner interest in EQGP. As of June30, 2017, EQGP and its subsidiaries owned 21,811,643 EQM common units, representing an approximately 26.6% limited partner interest, 1,443,015 EQM general partner units, representing an approximately 1.8% general partner interest, and all of the incentive distribution rights in EQM.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference in its entirety.