EQT Midstream Partners, LP (NYSE:EQM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On June20, 2018, EQT Midstream Partners, LP (EQM) entered into an Underwriting Agreement (Underwriting Agreement) with Merrill Lynch, Pierce, Fenner& Smith Incorporated, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., and PNC Capital Markets LLC, as representatives of the underwriters named therein (Underwriters), relating to the public offering (Offering) of $1,100 million aggregate principal amount of EQM’s 4.75% Senior Notes due 2023 (the 2023 Notes), $850 million aggregate principal amount of EQM’s 5.50% Senior Notes due 2028 (the 2028 Notes), and $550 million aggregate principal amount of EQM’s 6.50% Senior Notes due 2048 (the 2048 Notes, and together with the 2023 Notes and the 2028 Notes, the Notes) at prices to the public of 99.761%, 99.538% and 99.055% of the face amount of the Notes, respectively.

The Offering closed on June25, 2018. EQM used a portion of the net proceeds from the Offering to repay the amounts outstanding under EQM’s 364-day term loan facility and intends to use the remainder of the net proceeds for general partnership purposes. In addition, if the proposed merger between EQM and Rice Midstream Partners LP (NYSE: RMP) (RMP) is consummated, EQM intends to use a portion of the net proceeds from the Offering to repay the amounts outstanding under RMP’s revolving credit facility.

The Offering was made to EQM’s shelf registration statement on FormS-3 (File No.333-212362), which became effective upon filing on June30, 2016 (Registration Statement), and to the prospectus supplement dated June20, 2018 (Prospectus Supplement), filed with the Securities and Exchange Commission (Commission) to Rule424(b)of the Securities Act of 1933, as amended (Securities Act).

The Underwriting Agreement contains customary representations, warranties and agreements of EQM, and customary conditions to closing, obligations of the parties and termination provisions. EQM has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about EQM, its general partner or their respective subsidiaries, affiliates, businesses or equity holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Underwriting Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties are subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of affairs of EQM, its general partner, or their respective subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit1.1 to this Current Report on Form8-K and incorporated in this Item 1.01 by reference.

Indenture and Third, Fourth, and Fifth Supplemental Indentures for the 2023 Notes, the 2028 Notes, and the 2048 Notes

The Notes were issued under an Indenture, dated as of August1, 2014 (Base Indenture), by and among EQM, as issuer, certain subsidiaries of EQM and The Bank of New York Mellon Trust Company, N.A., as trustee (Trustee), as amended and supplemented by (i)in the case of the 2023 Notes, the Third Supplemental Indenture, dated as of June25, 2018 (the Third Supplemental Indenture), (ii)in the case of the 2028 Notes, the Fourth Supplemental Indenture, dated as of June25, 2018 (the Fourth Supplemental Indenture) and (iii)in the case of the 2048 Notes, the Fifth Supplemental Indenture, dated as of June25, 2018 (the Fifth Supplemental Indenture and, together with the Third Supplemental Indenture and the Fourth Supplemental Indenture, the Supplemental Indentures), by and between EQM and the Trustee, setting forth the specific terms applicable to the Notes. The Base Indenture, as amended and supplemented by the Supplemental Indentures, is referred to herein as the Indenture. The Indenture contains covenants that limit EQM’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of EQM’s assets.