(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 001-35574
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DELAWARE
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37-1661577
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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625 Liberty Avenue, Suite 2000, Pittsburgh, Pennsylvania
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15222
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(Address of principal executive offices)
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(Zip code)
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(412) 395-2688
(Registrant's telephone number, including area code) |
Abbreviations
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Measurements
|
ASU
– Accounting Standards Update
|
Btu
= one British thermal unit
|
FASB
–
Financial Accounting Standards Board
|
BBtu
= billion British thermal units
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FERC
– U.S. Federal Energy Regulatory Commission
|
Bcf
= billion cubic feet
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GAAP
– United States Generally Accepted Accounting Principles
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Mcf
= thousand cubic feet
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IDRs
– incentive distribution rights
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MMcf
= million cubic feet
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IPO
– Initial Public Offering
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MMgal
= million gallons
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SEC
– U.S. Securities and Exchange Commission
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Three Months Ended
March 31, |
||||||
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2019
|
|
2018
|
||||
|
(Thousands, except per unit amounts)
|
||||||
Operating revenues
(b)
|
$
|
389,782
|
|
|
$
|
371,026
|
|
Operating expenses:
|
|
|
|
|
|
||
Operating and maintenance
(c)
|
27,883
|
|
|
27,172
|
|
||
Selling, general and administrative
(c)
|
32,920
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|
|
26,390
|
|
||
Separation and other transaction costs
|
3,513
|
|
|
—
|
|
||
Depreciation
|
47,065
|
|
|
41,280
|
|
||
Amortization of intangible assets
|
10,387
|
|
|
10,386
|
|
||
Total operating expenses
|
121,768
|
|
|
105,228
|
|
||
Operating income
|
268,014
|
|
|
265,798
|
|
||
Equity income
(d)
|
31,063
|
|
|
8,811
|
|
||
Other income
|
2,210
|
|
|
904
|
|
||
Net interest expense
(e)
|
49,356
|
|
|
12,670
|
|
||
Net income
|
251,931
|
|
|
262,843
|
|
||
Net income attributable to noncontrolling interests
|
—
|
|
|
2,493
|
|
||
Net income attributable to EQM
|
$
|
251,931
|
|
|
$
|
260,350
|
|
|
|
|
|
||||
Calculation of limited partner interest in net income:
|
|
|
|
|
|
||
Net income attributable to EQM
|
$
|
251,931
|
|
|
$
|
260,350
|
|
Less pre-acquisition net income allocated to EQT
|
—
|
|
|
(83,132
|
)
|
||
Less general partner interest in net income – general partner units
|
—
|
|
|
(3,117
|
)
|
||
Less general partner interest in net income – IDRs
|
—
|
|
|
(44,164
|
)
|
||
Limited partner interest in net income
|
$
|
251,931
|
|
|
$
|
129,937
|
|
|
|
|
|
||||
Net income per limited partner common unit – basic
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$
|
1.63
|
|
|
$
|
1.61
|
|
Net income per limited partner common unit – diluted
|
$
|
1.56
|
|
|
$
|
1.61
|
|
|
|
|
|
||||
Weighted average limited partner common units outstanding – basic
|
154,259
|
|
|
80,607
|
|
||
Weighted average limited partner common units outstanding – diluted
|
161,259
|
|
|
80,607
|
|
||
|
|
|
|
||||
Cash distributions declared per unit
(f)
|
$
|
1.145
|
|
|
$
|
1.065
|
|
(a)
|
As discussed in Notes
1
and
2
, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of EQM Olympus Midstream LLC (EQM Olympus), Strike Force Midstream Holdings LLC (Strike Force) and EQM West Virginia Midstream LLC (EQM WV), which were acquired by EQM effective on May 1, 2018 (the Drop-Down Transaction), and Rice Midstream Partners LP (RMP), which was acquired by EQM effective on July 23, 2018 (the EQM-RMP Merger), because these transactions were between entities under common control.
|
(b)
|
Operating revenues included related party revenues from EQT Corporation (NYSE: EQT) (EQT) of
$284.5 million
and
$265.6 million
for the
three months ended March 31, 2019
and
2018
, respectively. See Note
7
.
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(c)
|
For the three months ended
March 31, 2019
, operating and maintenance expense included
$11.0 million
of charges from Equitrans Midstream Corporation (Equitrans Midstream). For the three months ended
March 31, 2018
, operating and maintenance expense included charges from EQT of
$12.2 million
. For the three months ended
March 31, 2019
, selling, general and administrative expense included charges from Equitrans Midstream of
$27.9 million
. For the three months ended
March 31, 2018
, selling, general and administrative expense included charges from EQT of
$23.8 million
. See Note
7
.
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(d)
|
Represents equity income from Mountain Valley Pipeline, LLC (the MVP Joint Venture). See Note
8
.
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(e)
|
Net interest expense included interest income on the Preferred Interest in EQT Energy Supply, LLC (EES) of
$1.6 million
and
$1.7 million
for the
three months ended March 31, 2019
and
2018
, respectively.
|
(f)
|
Represents the cash distributions declared related to the period presented. See Note
11
.
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|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
251,931
|
|
|
$
|
262,843
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation
|
47,065
|
|
|
41,280
|
|
||
Amortization of intangible assets
|
10,387
|
|
|
10,386
|
|
||
Equity income
|
(31,063
|
)
|
|
(8,811
|
)
|
||
AFUDC – equity
|
(2,346
|
)
|
|
(1,065
|
)
|
||
Non-cash long-term compensation expense
|
255
|
|
|
499
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(4,950
|
)
|
|
(2,602
|
)
|
||
Accounts payable
|
(72,188
|
)
|
|
(14,145
|
)
|
||
Other assets and other liabilities
|
(38,118
|
)
|
|
(4,427
|
)
|
||
Net cash provided by operating activities
|
160,973
|
|
|
283,958
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(206,735
|
)
|
|
(170,589
|
)
|
||
Capital contributions to the MVP Joint Venture
|
(144,763
|
)
|
|
(117,019
|
)
|
||
Principal payments received on the Preferred Interest
|
1,141
|
|
|
1,079
|
|
||
Net cash used in investing activities
|
(350,357
|
)
|
|
(286,529
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from credit facility borrowings
|
602,000
|
|
|
304,000
|
|
||
Payments on credit facility borrowings
|
(145,000
|
)
|
|
(128,000
|
)
|
||
Distributions paid to unitholders
|
(211,292
|
)
|
|
(158,735
|
)
|
||
Distributions paid to noncontrolling interest
|
—
|
|
|
(750
|
)
|
||
Capital contributions
|
—
|
|
|
12,873
|
|
||
Net cash provided by financing activities
|
245,708
|
|
|
29,388
|
|
||
|
|
|
|
||||
Net change in cash, restricted cash and cash equivalents
|
56,324
|
|
|
26,817
|
|
||
Cash, restricted cash and cash equivalents at beginning of period
|
17,515
|
|
|
54,600
|
|
||
Cash, restricted cash and cash equivalents at end of period
(b)
|
$
|
73,839
|
|
|
$
|
81,417
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest, net of amount capitalized
|
$
|
88,240
|
|
|
$
|
13,532
|
|
|
|
|
|
||||
Non-cash activity during the period for
:
|
|
|
|
|
|
||
Decrease in capital contribution receivable from EQT
|
$
|
—
|
|
|
$
|
(10,074
|
)
|
(a)
|
As discussed in Notes
1
and
2
, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control.
|
(b)
|
Includes
$23.8 million
of cash and cash equivalents and
$50.0 million
of cash escrowed as of March 31, 2019 associated with the Bolt-on Acquisition (as defined in Note
2
).
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Thousands, except number of units)
|
||||||
ASSETS
|
|
||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
23,839
|
|
|
$
|
17,515
|
|
Accounts receivable (net of allowance for doubtful accounts of $792 and $75 as of March 31, 2019 and December 31, 2018, respectively)
(a)
|
259,340
|
|
|
254,390
|
|
||
Other current assets
|
13,286
|
|
|
14,909
|
|
||
Total current assets
|
296,465
|
|
|
286,814
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
6,639,047
|
|
|
6,367,530
|
|
||
Less: accumulated depreciation
|
(643,662
|
)
|
|
(560,902
|
)
|
||
Net property, plant and equipment
|
5,995,385
|
|
|
5,806,628
|
|
||
|
|
|
|
||||
Investment in unconsolidated entity
|
1,673,325
|
|
|
1,510,289
|
|
||
Goodwill
|
1,123,813
|
|
|
1,123,813
|
|
||
Net intangible assets
|
565,726
|
|
|
576,113
|
|
||
Restricted cash
(b)
|
50,000
|
|
|
—
|
|
||
Other assets
|
183,871
|
|
|
152,464
|
|
||
Total assets
|
$
|
9,888,585
|
|
|
$
|
9,456,121
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
(c)
|
$
|
143,186
|
|
|
$
|
207,877
|
|
Due to Equitrans Midstream
|
65,932
|
|
|
44,509
|
|
||
Capital contribution payable to the MVP Joint Venture
|
156,412
|
|
|
169,202
|
|
||
Accrued interest
|
41,302
|
|
|
80,199
|
|
||
Accrued liabilities
|
20,165
|
|
|
20,672
|
|
||
Total current liabilities
|
426,997
|
|
|
522,459
|
|
||
|
|
|
|
||||
Credit facility borrowings
|
1,082,000
|
|
|
625,000
|
|
||
Senior notes
|
3,457,981
|
|
|
3,456,639
|
|
||
Regulatory and other long-term liabilities
|
67,414
|
|
|
38,724
|
|
||
Total liabilities
|
5,034,392
|
|
|
4,642,822
|
|
||
|
|
|
|
||||
Equity:
|
|
|
|
|
|
||
Common (200,457,630 and 120,457,638 units issued and outstanding at March 31, 2019 and December 31, 2018, respectively)
|
4,852,205
|
|
|
4,783,673
|
|
||
Class B (7,000,000 and 0 units issued and outstanding at March 31, 2019 and December 31, 2018, respectively)
|
1,988
|
|
|
—
|
|
||
General partner (0 and 1,443,015 units issued and outstanding at March 31, 2019 and December 31, 2018, respectively)
|
—
|
|
|
29,626
|
|
||
Total equity
|
4,854,193
|
|
|
4,813,299
|
|
||
Total liabilities and equity
|
$
|
9,888,585
|
|
|
$
|
9,456,121
|
|
(a)
|
Accounts receivable as of March 31, 2019 and December 31, 2018 included approximately
$182.2 million
and
$174.8 million
, respectively, of related party accounts receivable from EQT.
|
(b)
|
Includes
$50.0 million
of cash escrowed as of March 31, 2019 associated with the Bolt-on Acquisition (as defined in Note
2
).
|
(c)
|
Accounts payable as of December 31, 2018 included approximately
$34.0 million
of related party accounts payable to EQT. There was no related party balance with EQT included in accounts payable as of March 31, 2019.
|
|
|
|
|
|
Limited Partners
|
|
|
|
|
||||||||||||||
|
Predecessor Equity
|
|
Noncontrolling Interest
|
|
Common Units
|
|
Class B Units
|
|
General Partner
|
|
Total Equity
|
||||||||||||
|
(Thousands)
|
||||||||||||||||||||||
Balance at January 1, 2018
|
$
|
3,916,434
|
|
|
$
|
173,472
|
|
|
$
|
2,147,706
|
|
|
$
|
—
|
|
|
$
|
1,252
|
|
|
$
|
6,238,864
|
|
Net income
|
83,132
|
|
|
2,493
|
|
|
129,937
|
|
|
—
|
|
|
47,281
|
|
|
262,843
|
|
||||||
Capital contributions
|
—
|
|
|
—
|
|
|
2,749
|
|
|
—
|
|
|
50
|
|
|
2,799
|
|
||||||
Equity-based compensation plans
|
168
|
|
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
499
|
|
||||||
Distributions paid to unitholders
($1.025 per common unit) |
(32,845
|
)
|
|
—
|
|
|
(82,596
|
)
|
|
—
|
|
|
(43,294
|
)
|
|
(158,735
|
)
|
||||||
Net contributions from EQT
|
1,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,015
|
|
||||||
Distributions paid to noncontrolling interests
|
—
|
|
|
(750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(750
|
)
|
||||||
Balance at March 31, 2018
|
$
|
3,967,904
|
|
|
$
|
175,215
|
|
|
$
|
2,198,127
|
|
|
$
|
—
|
|
|
$
|
5,289
|
|
|
$
|
6,346,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at January 1, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,783,673
|
|
|
$
|
—
|
|
|
$
|
29,626
|
|
|
$
|
4,813,299
|
|
Net income
|
—
|
|
|
—
|
|
|
246,699
|
|
|
3,465
|
|
|
1,767
|
|
|
251,931
|
|
||||||
Equity-based compensation plans
|
—
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
255
|
|
||||||
Distributions paid to unitholders
($1.13 per common unit) |
—
|
|
|
—
|
|
|
(136,117
|
)
|
|
—
|
|
|
(75,175
|
)
|
|
(211,292
|
)
|
||||||
Equity restructuring associated with the EQM IDR Transaction
|
—
|
|
|
—
|
|
|
(42,305
|
)
|
|
(1,477
|
)
|
|
43,782
|
|
|
—
|
|
||||||
Balance at March 31, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,852,205
|
|
|
$
|
1,988
|
|
|
$
|
—
|
|
|
$
|
4,854,193
|
|
(a)
|
As discussed in Notes
1
and
2
, the consolidated financial statements of EQM have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control.
|
1
.
|
Financial Statements
|
2
.
|
Acquisitions and Mergers
|
(a)
|
Includes the estimated fair value attributable to noncontrolling interest of
$166 million
.
|
(b)
|
The fair value of current assets and current liabilities were assumed to approximate their carrying values.
|
(c)
|
The identifiable intangible assets for customer relationships were estimated by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions.
|
(d)
|
The estimated fair value of long-lived property and equipment were determined utilizing estimated replacement cost adjusted for a usage or obsolescence factor.
|
(e)
|
The estimated fair value of long-term liabilities was determined utilizing observable market inputs where available or estimated based on their then current carrying values.
|
(f)
|
Reflected the value of perceived growth opportunities, synergies and operating leverage anticipated through the acquisition and ownership of the acquired gathering assets as of November 13, 2017.
|
(g)
|
During its annual goodwill assessment for the year ended December 31, 2018, EQM determined that carrying value of the RMP PA Gas Gathering reporting unit, which comprises the Pennsylvania gathering assets acquired in the Rice Merger, was greater than its fair value. As a result, EQM recognized an impairment to goodwill of approximately
$261.9 million
.
|
3
.
|
Leases
|
|
Three Months Ended March 31, 2019
|
||
|
(Thousands)
|
||
Operating lease cost
|
$
|
1,297
|
|
Short-term lease cost
|
368
|
|
|
Variable lease cost
|
8
|
|
|
Total lease cost
|
$
|
1,673
|
|
|
March 31, 2019
|
||
|
(Thousands)
|
||
2019
|
$
|
3,702
|
|
2020
|
4,218
|
|
|
2021
|
4,070
|
|
|
2022
|
4,117
|
|
|
2023
|
3,841
|
|
|
2024
|
3,889
|
|
|
Thereafter
|
24,729
|
|
|
Total
|
48,566
|
|
|
Less: imputed interest
|
13,671
|
|
|
Present value of operating lease liability
|
$
|
34,895
|
|
4
.
|
Equity
|
|
Limited Partner Interests
|
|
|
|
|
||||||
|
Common Units
|
|
Class B Units
|
|
General Partner Units
|
|
Total
|
||||
Balance at January 1, 2018
|
80,581,758
|
|
|
—
|
|
|
1,443,015
|
|
|
82,024,773
|
|
Common units issued
(1)
|
10,821
|
|
|
—
|
|
|
—
|
|
|
10,821
|
|
Drop-Down Transaction consideration
|
5,889,282
|
|
|
—
|
|
|
—
|
|
|
5,889,282
|
|
Common units issued in the EQM-RMP Merger
|
33,975,777
|
|
|
—
|
|
|
—
|
|
|
33,975,777
|
|
Balance at December 31, 2018
|
120,457,638
|
|
|
—
|
|
|
1,443,015
|
|
|
121,900,653
|
|
Unit cancellation
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
EQM IDR Transaction
(2)
|
80,000,000
|
|
|
7,000,000
|
|
|
(1,443,015
|
)
|
|
85,556,985
|
|
Balance at March 31, 2019
|
200,457,630
|
|
|
7,000,000
|
|
|
—
|
|
|
207,457,630
|
|
(1)
|
Units issued upon the resignation of a member of the Board of Directors of EQM's general partner.
|
(2)
|
In exchange for the cancellation of the EQM IDRs, EQM issued
87,000,000
EQM common units (the Exchange Consideration) to the Former EQM General Partner. At the effective time of the EQM IDR Merger, (i) the Exchange Consideration held by the Former EQM General Partner was canceled, (ii)
80,000,000
EQM common units and
7,000,000
Class B units were issued on a pro rata basis to certain affiliates of Equitrans Midstream, and (iii)
21,811,643
EQM common units held by EQGP were canceled and
21,811,643
EQM common units were issued pro rata to certain affiliates of Equitrans midstream.
|
5
.
|
Financial Information by Business Segment
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Revenues from external customers (including related parties):
|
|
|
|
|
|
||
Gathering
|
$
|
261,881
|
|
|
$
|
237,390
|
|
Transmission
|
109,859
|
|
|
106,934
|
|
||
Water
|
18,042
|
|
|
26,702
|
|
||
Total operating revenues
|
$
|
389,782
|
|
|
$
|
371,026
|
|
|
|
|
|
||||
Operating income:
|
|
|
|
|
|
||
Gathering
|
$
|
182,078
|
|
|
$
|
171,035
|
|
Transmission
|
84,750
|
|
|
79,451
|
|
||
Water
|
1,186
|
|
|
15,312
|
|
||
Total operating income
|
$
|
268,014
|
|
|
$
|
265,798
|
|
|
|
|
|
||||
Reconciliation of operating income to net income:
|
|
|
|
|
|||
Equity income
(a)
|
31,063
|
|
|
8,811
|
|
||
Other income
|
2,210
|
|
|
904
|
|
||
Net interest expense
|
49,356
|
|
|
12,670
|
|
||
Net income
|
$
|
251,931
|
|
|
$
|
262,843
|
|
(a)
|
Equity income is included in the Transmission segment.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Thousands)
|
||||||
Segment assets:
|
|
|
|
|
|
||
Gathering
|
$
|
6,234,581
|
|
|
$
|
6,011,654
|
|
Transmission
(a)
|
3,243,578
|
|
|
3,066,659
|
|
||
Water
|
242,334
|
|
|
237,602
|
|
||
Total operating segments
|
9,720,493
|
|
|
9,315,915
|
|
||
Headquarters, including cash
|
168,092
|
|
|
140,206
|
|
||
Total assets
|
$
|
9,888,585
|
|
|
$
|
9,456,121
|
|
(a)
|
The equity investment in the MVP Joint Venture is included in the Transmission segment.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Depreciation:
|
|
|
|
|
|
||
Gathering
|
$
|
28,116
|
|
|
$
|
23,068
|
|
Transmission
|
12,533
|
|
|
12,441
|
|
||
Water
|
6,416
|
|
|
5,771
|
|
||
Total
|
$
|
47,065
|
|
|
$
|
41,280
|
|
|
|
|
|
||||
Expenditures for segment assets:
|
|
|
|
||||
Gathering
(1)
|
$
|
207,717
|
|
|
$
|
134,138
|
|
Transmission
|
18,762
|
|
|
18,929
|
|
||
Water
|
9,175
|
|
|
2,375
|
|
||
Total
(2)
|
$
|
235,654
|
|
|
$
|
155,442
|
|
(1)
|
Includes approximately
$49.7 million
related to non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction that primarily support EQM's gathering activities.
|
(2)
|
EQM accrues capital expenditures when work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures in the statements of consolidated cash flows until they are paid. Accrued capital expenditures were approximately
$137.8 million
and
$108.9 million
at
March 31, 2019
and
December 31, 2018
, respectively. Accrued capital expenditures were approximately
$75.5 million
and
$90.7 million
at
March 31, 2018
and
December 31, 2017
, respectively.
|
6
.
|
Revenue from Contracts with Customers
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
|
$
|
128,959
|
|
|
$
|
99,224
|
|
|
$
|
—
|
|
|
$
|
228,183
|
|
Volumetric-based fee revenues
|
|
132,922
|
|
|
10,635
|
|
|
—
|
|
|
143,557
|
|
||||
Water services revenues
|
|
—
|
|
|
—
|
|
|
18,042
|
|
|
18,042
|
|
||||
Total operating revenues
|
|
$
|
261,881
|
|
|
$
|
109,859
|
|
|
$
|
18,042
|
|
|
$
|
389,782
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
|
Gathering
|
|
Transmission
|
|
Water
|
|
Total
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Firm reservation fee revenues
|
|
$
|
109,933
|
|
|
$
|
97,775
|
|
|
$
|
—
|
|
|
$
|
207,708
|
|
Volumetric-based fee revenues
|
|
127,457
|
|
|
9,159
|
|
|
—
|
|
|
136,616
|
|
||||
Water services revenues
|
|
—
|
|
|
—
|
|
|
26,702
|
|
|
26,702
|
|
||||
Total operating revenues
|
|
$
|
237,390
|
|
|
$
|
106,934
|
|
|
$
|
26,702
|
|
|
$
|
371,026
|
|
|
|
2019
(a)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(Thousands)
|
|||||||||||||||||||||||||||
Gathering firm reservation fees
|
|
$
|
353,984
|
|
|
$
|
563,215
|
|
|
$
|
573,214
|
|
|
$
|
573,214
|
|
|
$
|
573,214
|
|
|
$
|
2,312,931
|
|
|
$
|
4,949,772
|
|
Gathering revenues supported by MVCs
|
|
55,503
|
|
|
74,617
|
|
|
74,413
|
|
|
74,413
|
|
|
74,413
|
|
|
68,689
|
|
|
422,048
|
|
|||||||
Transmission firm reservation fees
|
|
283,230
|
|
|
345,456
|
|
|
340,937
|
|
|
335,850
|
|
|
295,947
|
|
|
2,178,142
|
|
|
3,779,562
|
|
|||||||
Total
|
|
$
|
692,717
|
|
|
$
|
983,288
|
|
|
$
|
988,564
|
|
|
$
|
983,477
|
|
|
$
|
943,574
|
|
|
$
|
4,559,762
|
|
|
$
|
9,151,382
|
|
(a)
|
April 1, 2019 through December 31, 2019
|
7
.
|
Related Party Transactions
|
8
.
|
Investment in Unconsolidated Entity
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Thousands)
|
||||||
Current assets
|
$
|
696,893
|
|
|
$
|
687,657
|
|
Non-current assets
|
3,526,691
|
|
|
3,223,220
|
|
||
Total assets
|
$
|
4,223,584
|
|
|
$
|
3,910,877
|
|
|
|
|
|
||||
Current liabilities
|
$
|
571,907
|
|
|
$
|
617,355
|
|
Non-current liabilities
|
2,192
|
|
|
—
|
|
||
Equity
|
3,649,485
|
|
|
3,293,522
|
|
||
Total liabilities and equity
|
$
|
4,223,584
|
|
|
$
|
3,910,877
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(Thousands)
|
||||||
Environmental remediation reserve
|
$
|
(2,192
|
)
|
|
$
|
—
|
|
Other income
|
2,913
|
|
|
534
|
|
||
Net interest income
|
20,235
|
|
|
5,649
|
|
||
AFUDC - equity
|
47,216
|
|
|
13,182
|
|
||
Net income
|
$
|
68,172
|
|
|
$
|
19,365
|
|
10
.
|
Fair Value Measurements
|
11
.
|
Net Income per Limited Partner Unit and Cash Distributions
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
(1)
|
||||
|
(Thousands, except per unit data)
|
||||||
Net income attributable to EQM
|
$
|
251,931
|
|
|
$
|
260,350
|
|
Less pre-acquisition net income allocated to parent
|
—
|
|
|
(83,132
|
)
|
||
Less general partner interest in net income – general partner units
|
—
|
|
|
(3,117
|
)
|
||
Less general partner interest in net income – IDRs
|
—
|
|
|
(44,164
|
)
|
||
Limited partner interest in net income
|
$
|
251,931
|
|
|
$
|
129,937
|
|
|
|
|
|
||||
Net income allocable to common units
|
$
|
251,931
|
|
|
$
|
129,937
|
|
Net income allocable to Class B units
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Weighted average limited partner common units outstanding - basic
|
154,259
|
|
|
80,607
|
|
||
Weighted average limited partner common units outstanding - diluted
(2)
|
161,259
|
|
|
80,607
|
|
||
|
|
|
|
||||
Net income per limited partner common unit - basic
|
$
|
1.63
|
|
|
$
|
1.61
|
|
Net income per limited partner common unit - diluted
|
$
|
1.56
|
|
|
$
|
1.61
|
|
(1)
|
Net income attributable to the Drop-Down Transaction and the EQM-RMP Merger for the periods prior to May 1, 2018 and July 23, 2018, respectively, was not allocated to the limited partners for purposes of calculating net income per limited partner unit as these pre-acquisition amounts were not available to the EQM unitholders.
|
(2)
|
Includes
7,000,000
Class B units accounted for under the if-converted method as if the units were outstanding for the entire period. Class B units are not a participating security as they do not participate in distributions.
|
12
.
|
Subsequent Events
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
(1)
|
|
% Change
|
|||||
|
(Thousands, except per day amounts)
|
|||||||||
FINANCIAL DATA
|
|
|
|
|
|
|||||
Firm reservation fee revenues
(2)
|
$
|
128,959
|
|
|
$
|
109,933
|
|
|
17.3
|
|
Volumetric-based fee revenues:
|
132,922
|
|
|
127,457
|
|
|
4.3
|
|
||
Total operating revenues
|
261,881
|
|
|
237,390
|
|
|
10.3
|
|
||
Operating expenses:
|
|
|
|
|
|
|||||
Operating and maintenance
|
15,253
|
|
|
15,113
|
|
|
0.9
|
|
||
Selling, general and administrative
|
22,534
|
|
|
17,788
|
|
|
26.7
|
|
||
Separation and other transaction costs
|
3,513
|
|
|
—
|
|
|
100.0
|
|
||
Depreciation
|
28,116
|
|
|
23,068
|
|
|
21.9
|
|
||
Amortization of intangible assets
|
10,387
|
|
|
10,386
|
|
|
—
|
|
||
Total operating expenses
|
79,803
|
|
|
66,355
|
|
|
20.3
|
|
||
Operating income
|
$
|
182,078
|
|
|
$
|
171,035
|
|
|
6.5
|
|
|
|
|
|
|
|
|||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
||
Gathered volumes (BBtu per day)
|
|
|
|
|
|
|||||
Firm capacity reservation
(2)
|
2,572
|
|
|
1,956
|
|
|
31.5
|
|
||
Volumetric-based services
|
4,194
|
|
|
4,227
|
|
|
(0.8
|
)
|
||
Total gathered volumes
|
6,766
|
|
|
6,183
|
|
|
9.4
|
|
||
|
|
|
|
|
|
|||||
Capital expenditures
(3)
|
$
|
207,717
|
|
|
$
|
134,138
|
|
|
54.9
|
|
(1)
|
Includes the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger, which were effective on May 1, 2018 and July 23, 2018, respectively. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of the Rice Merger.
|
(2)
|
Includes revenues and volumes from contracts with minimum volume commitments (MVCs).
|
(3)
|
Includes approximately
$49.7 million
of non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction that primarily support EQM's gathering activities. See Note 2 for further detail.
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
|
|
% Change
|
|||||
|
(Thousands, except per day amounts)
|
|||||||||
FINANCIAL DATA
|
|
|
|
|
|
|||||
Firm reservation fee revenues
|
$
|
99,224
|
|
|
$
|
97,775
|
|
|
1.5
|
|
Volumetric based fee revenues:
|
10,635
|
|
|
9,159
|
|
|
16.1
|
|
||
Total operating revenues
|
109,859
|
|
|
106,934
|
|
|
2.7
|
|
||
Operating expenses:
|
|
|
|
|
|
|||||
Operating and maintenance
|
4,084
|
|
|
7,551
|
|
|
(45.9
|
)
|
||
Selling, general and administrative
|
8,492
|
|
|
7,491
|
|
|
13.4
|
|
||
Depreciation
|
12,533
|
|
|
12,441
|
|
|
0.7
|
|
||
Total operating expenses
|
25,109
|
|
|
27,483
|
|
|
(8.6
|
)
|
||
Operating income
|
$
|
84,750
|
|
|
$
|
79,451
|
|
|
6.7
|
|
|
|
|
|
|
|
|||||
Equity income
|
$
|
31,063
|
|
|
$
|
8,811
|
|
|
252.5
|
|
|
|
|
|
|
|
|||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
||
Transmission pipeline throughput (BBtu per day)
|
|
|
|
|
|
|||||
Firm capacity reservation
|
2,959
|
|
|
2,815
|
|
|
5.1
|
|
||
Volumetric based services
|
105
|
|
|
42
|
|
|
150.0
|
|
||
Total transmission pipeline throughput
|
3,064
|
|
|
2,857
|
|
|
7.2
|
|
||
|
|
|
|
|
|
|||||
Average contracted firm transmission reservation commitments
(BBtu per day)
|
4,442
|
|
|
4,140
|
|
|
7.3
|
|
||
|
|
|
|
|
|
|||||
Capital expenditures
|
$
|
18,762
|
|
|
$
|
18,929
|
|
|
(0.9
|
)
|
|
Three Months Ended March 31,
|
|||||||||
|
2019
|
|
2018
(1)
|
|
% Change
|
|||||
|
(Thousands)
|
|||||||||
FINANCIAL DATA
|
|
|
|
|
|
|||||
Water services revenues
|
$
|
18,042
|
|
|
$
|
26,702
|
|
|
(32.4
|
)
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|||||
Operating and maintenance
|
8,546
|
|
|
4,508
|
|
|
89.6
|
|
||
Selling, general and administrative
|
1,894
|
|
|
1,111
|
|
|
70.5
|
|
||
Depreciation
|
6,416
|
|
|
5,771
|
|
|
11.2
|
|
||
Total operating expenses
|
16,856
|
|
|
11,390
|
|
|
48.0
|
|
||
Operating income
|
$
|
1,186
|
|
|
$
|
15,312
|
|
|
(92.3
|
)
|
|
|
|
|
|
|
|||||
OPERATIONAL DATA
|
|
|
|
|
|
|
|
|
||
Water services volumes (MMgal)
|
369
|
|
|
541
|
|
|
(31.8
|
)
|
||
Capital expenditures
|
$
|
9,175
|
|
|
$
|
2,375
|
|
|
286.3
|
|
(1)
|
EQM's consolidated financial statements have been retrospectively recast to include the pre-acquisition results of the EQM-RMP Merger, which was effective July 23, 2018. The recast is for the period the acquired businesses were under the common control of EQT, which began on November 13, 2017 as a result of the Rice Merger.
|
•
|
EQM's operating performance as compared to other publicly traded partnerships in the midstream energy industry without regard to historical cost basis or, in the case of adjusted EBITDA, financing methods;
|
•
|
the ability of EQM's assets to generate sufficient cash flow to make distributions to EQM's unitholders;
|
•
|
EQM's ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
Three Months Ended
March 31, |
||||||
|
2019
(4)
|
|
2018
|
||||
|
(Thousands)
|
||||||
Net income attributable to EQM
|
$
|
251,931
|
|
|
$
|
260,350
|
|
Add:
|
|
|
|
||||
Net interest expense
|
49,356
|
|
|
12,670
|
|
||
Depreciation
|
47,065
|
|
|
41,280
|
|
||
Amortization of intangible assets
|
10,387
|
|
|
10,386
|
|
||
Preferred Interest payments
|
2,746
|
|
|
2,746
|
|
||
Non-cash long-term compensation expense
|
255
|
|
|
499
|
|
||
Separation and other transaction costs
|
3,513
|
|
|
—
|
|
||
Less:
|
|
|
|
||||
Equity income
|
(31,063
|
)
|
|
(8,811
|
)
|
||
AFUDC – equity
|
(2,346
|
)
|
|
(1,065
|
)
|
||
Adjusted EBITDA attributable to the Drop-Down Transaction
(1)
|
—
|
|
|
(44,090
|
)
|
||
Adjusted EBITDA attributable to RMP prior to the merger
(2)
|
—
|
|
|
(69,534
|
)
|
||
Adjusted EBITDA
|
$
|
331,844
|
|
|
$
|
204,431
|
|
Less:
|
|
|
|
||||
Net interest expense excluding interest income on the Preferred Interest
|
(50,962
|
)
|
|
(12,500
|
)
|
||
Capitalized interest and AFUDC – debt
|
(4,687
|
)
|
|
(817
|
)
|
||
Ongoing maintenance capital expenditures net of expected reimbursements
(3)
|
(9,398
|
)
|
|
(3,865
|
)
|
||
Distributable cash flow
(4)
|
$
|
266,797
|
|
|
$
|
187,249
|
|
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
160,973
|
|
|
$
|
283,958
|
|
Adjustments:
|
|
|
|
||||
Capitalized interest and AFUDC – debt
|
(4,687
|
)
|
|
(817
|
)
|
||
Principal payments received on the Preferred Interest
|
1,141
|
|
|
1,079
|
|
||
Ongoing maintenance capital expenditures net of expected reimbursements
(3)
|
(9,398
|
)
|
|
(3,865
|
)
|
||
Adjusted EBITDA attributable to the Drop-Down Transaction
(1)
|
—
|
|
|
(44,090
|
)
|
||
Adjusted EBITDA attributable to RMP prior to the merger
(2)
|
—
|
|
|
(69,534
|
)
|
||
Other, including changes in working capital
|
118,768
|
|
|
20,518
|
|
||
Distributable cash flow
(4)
|
$
|
266,797
|
|
|
$
|
187,249
|
|
(1)
|
Adjusted EBITDA attributable to the
Drop-Down Transaction
for the period prior to May 1, 2018 was excluded from EQM's adjusted EBITDA calculations as these amounts were generated by assets acquired in the
Drop-Down Transaction
prior to acquisition by EQM; therefore, the amounts could not have been distributed to EQM's unitholders. Adjusted EBITDA attributable to the
Drop-Down Transaction
for the
three
months ended
March 31, 2019
was calculated as net income of
$29.6 million
plus depreciation of
$4.2 million
and amortization of intangible assets of
$10.4 million
, less interest income of less than
$0.1 million
.
|
(2)
|
Adjusted EBITDA attributable to RMP for the period prior to July 23, 2018 was excluded from EQM's adjusted EBITDA calculations as these amounts were generated by RMP prior to acquisition by EQM. Adjusted EBITDA attributable to RMP for the
three
months ended
March 31, 2019
was calculated as net income of
$53.5 million
plus net interest expense of
$2.0 million
, depreciation of
$13.9 million
and non-cash compensation expense of
$0.1 million
.
|
(3)
|
Ongoing maintenance capital expenditures net of expected reimbursements excludes ongoing maintenance that EQM expects to be reimbursed or that was reimbursed by EQT under the terms of the EQT Omnibus Agreement of
zero
and
$2.8 million
for the
three months ended March 31, 2019
and
2018
, respectively. For the
three
months ended March 31, 2018, ongoing maintenance capital
|
(4)
|
EQM believes that calculating distributable cash flow without deducting separation and other transaction costs provides investors with greater insight into the period-to-period ability of EQM’s ongoing assets and operations to generate cash flow. If separation and other transaction costs were deducted from the calculation, EQM’s distributable cash flow for the three-month period ended
March 31, 2019
would have been $263.3 million and would not have changed for the three months ended March 31, 2018.
|
•
|
Mountain Valley Pipeline
. The MVP Joint Venture is a joint venture among EQM and affiliates of each of NextEra Energy, Inc., Con Edison, AltaGas Ltd. and RGC Resources, Inc. that is constructing the MVP. As of
March 31, 2019
, EQM is the operator of the MVP and owned a
45.5%
interest in the MVP project. The MVP is an estimated
300
mile,
42
-inch diameter natural gas interstate pipeline with a targeted capacity of
2.0
Bcf per day that will span from EQM's existing transmission and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia, providing access to the growing southeast demand markets. During the first quarter of 2019, EQM made capital contributions of approximately
$143 million
to the MVP Joint Venture for the MVP project. For the remainder of 2019, EQM expects to make capital contributions of approximately
$0.7 billion
to the MVP Joint Venture, depending on the timing of the construction of the MVP and the MVP Southgate projects. The MVP Joint Venture has secured a total of
2.0
Bcf per day of firm capacity commitments at
20
-year terms and is currently in negotiation with additional shippers that have expressed interest in the MVP project. The MVP Joint Venture is evaluating an expansion opportunity that could add approximately
0.5
Bcf per day of capacity through the installation of incremental compression. The MVP Joint Venture is also undertaking the MVP Southgate project and is evaluating other future pipeline extension projects.
|
•
|
Wellhead Gathering Expansion and Hammerhead Project.
During the first quarter of 2019, EQM invested approximately
$152 million
in gathering expansion projects. For the remainder of 2019, EQM expects to invest approximately
$800 million
in gathering expansion projects, including the continued gathering infrastructure expansion of core development areas in the Marcellus and Utica Shales, primarily in southwestern Pennsylvania and eastern Ohio, for EQT, Range Resources Corporation (Range Resources) and other producers, and the Hammerhead project, a
1.6
Bcf per day gathering header pipeline that is primarily designed to connect natural gas produced in Pennsylvania and West Virginia to the MVP and is supported by a
1.2
Bcf per day firm capacity commitment from EQT. The Hammerhead project is expected to cost approximately
$555 million
. During the first quarter of 2019, EQM invested approximately
$55 million
in the Hammerhead project. For the remainder of 2019, EQM expects to invest approximately
$300 million
in the Hammerhead project. The Hammerhead project is expected to be placed in service in conjunction with the MVP project during the fourth quarter of 2019.
|
•
|
MVP Southgate Project.
In April 2018, the MVP Joint Venture announced the MVP Southgate project, a proposed
70
-mile interstate pipeline that will extend from the MVP at Pittsylvania County, Virginia to new delivery points in Rockingham and Alamance Counties, North Carolina. The MVP Southgate project is backed by a
300
MMcf per day firm capacity commitment from PSNC Energy. As designed, the MVP Southgate project has expansion capabilities up to
900
MMcf per day of total capacity. The MVP Southgate project is estimated to cost a total of approximately
$450 million
to
$500 million
, which is expected to be spent primarily in 2019 and 2020. During the first quarter of 2019, EQM made capital contributions of approximately
$2 million
to the MVP Joint Venture for the MVP Southgate project. For the remainder of 2019, EQM expects to provide capital contributions of approximately
$40 million
to the MVP Joint Venture for the MVP Southgate project. As of
March 31, 2019
, EQM was the operator of the MVP Southgate pipeline and owned a
47.2%
interest in the MVP Southgate project. The MVP Joint Venture submitted the MVP Southgate certificate application to the FERC in November 2018. In March 2019, the FERC issued an environmental review schedule that states that the FERC plans to issue the final Environmental Impact Statement by December 19, 2019. The schedule also identifies March 18, 2020 as the deadline for other agencies to act on other federal authorizations required for the project (the FERC, however, is not subject to this deadline). Subject to approval by the FERC, the MVP Southgate project has a targeted in-service date of the fourth quarter of 2020.
|
•
|
Transmission Expansion
. During the first quarter of 2019, EQM invested approximately
$16 million
in transmission expansion projects. For the remainder of 2019, EQM expects to invest approximately
$40 million
in transmission expansion projects, primarily attributable to the Allegheny Valley Connector (AVC), the Equitrans, L.P. Expansion project, which is designed to provide north-to-south capacity on the mainline Equitrans, L.P. system, including for deliveries to the MVP, and power plant projects. The Equitrans, L.P. Expansion project has a targeted in-service date of the fourth quarter of 2019. In January 2019, EQM executed a precedent agreement with ESC Brooke County Power I, LLC to construct a natural gas pipeline for connection to a proposed
830
-Megawatt power plant in Brooke County, West Virginia. The agreement includes a ten-year firm reservation commitment for
140
MMcf per day of capacity. EQM expects to invest an estimated
$80 million
to construct the approximately
16
-mile pipeline, which has a targeted in-service date of mid-year 2022.
|
•
|
Water Expansion.
During the first quarter of 2019, EQM invested approximately
$9 million
in the expansion of its fresh water delivery infrastructure. For the remainder of 2019, EQM expects to invest approximately
$91 million
in the expansion of its fresh water delivery infrastructure in Pennsylvania and Ohio. During the first quarter of 2019, EQM expanded its water service relationship with EQT and entered into agreements with four other Marcellus and Utica producers. Based on the timing of customer well schedules, a majority of the fresh water services revenue is expected in the second half of 2019.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
(1)
|
||||
|
(Thousands)
|
||||||
Expansion capital expenditures
(2)
|
$
|
176,509
|
|
|
$
|
148,077
|
|
Maintenance capital expenditures
|
9,428
|
|
|
7,365
|
|
||
Total capital expenditures
(3)(4)
|
$
|
185,937
|
|
|
$
|
155,442
|
|
(1)
|
EQM's expansion and maintenance capital expenditures have been retrospectively recast to include the pre-acquisition results of the Drop-Down Transaction and the EQM-RMP Merger because these transactions were between entities under common control.
|
(2)
|
Expansion capital expenditures do not include capital contributions made to the MVP Joint Venture for the MVP and MVP Southgate projects of
$144.8 million
and
$117.0 million
for the
three months ended March 31, 2019
and
2018
, respectively.
|
(3)
|
Expansion capital expenditures do not include approximately
$49.7 million
of non-operating assets acquired from Equitrans Midstream in the Shared Assets Transaction that primarily support EQM's gathering activities. See Note 2 to the consolidated financial statements for further detail.
|
(4)
|
EQM accrues capital expenditures when the work has been completed but the associated bills have not yet been paid. These accrued amounts are excluded from capital expenditures in the statements of consolidated cash flows until they are paid in a subsequent period. See Note
5
to the consolidated financial statements.
|
Rating Service
|
|
Senior Notes
|
|
Outlook
|
Moody's Investors Service (Moody's)
|
|
Ba1
|
|
Stable
|
Standard & Poor's Ratings Services (S&P)
|
|
BBB-
|
|
Negative
|
Fitch Ratings (Fitch)
|
|
BBB-
|
|
Negative
|
•
|
Sierra Club, et al. v. U.S. Army Corps of Engineers, et al., consolidated under Case No. 18-1173, Fourth Circuit Court of Appeals (Fourth Circuit).
In February 2018, the Sierra Club filed a lawsuit in the Fourth Circuit against the U.S. Army Corps of Engineers (the U.S. Army Corps). The lawsuit challenges the verification by the Huntington District of the U.S. Army Corps that Nationwide Permit 12, which generally authorizes discharges of dredge or fill material into waters of the United States and the construction of pipelines across such waters under Section 404 of the Clean Water Act, could be utilized in the Huntington District (which covers all but the northernmost area of West Virginia) for the MVP project. The crux of Sierra Club's position was that the MVP Joint Venture, pursuant to its FERC license, planned to use a certain methodology (dry open cut creek crossing methodology) to construct the pipeline across streams in West Virginia that would take considerably longer than the 72 hours allowed for such activities pursuant to the terms of West Virginia's Clean Water Act Section 401 certification for Nationwide Permit 12. A three-judge panel of the Fourth Circuit agreed with the Sierra Club and on October 2, 2018, issued a preliminary order stopping the construction in West Virginia of that portion of the pipeline that is subject to Nationwide Permit 12. Following the issuance of the court's preliminary order, the U.S. Army Corps' Pittsburgh District (which had also verified use of Nationwide Permit 12 by MVP in the northern corner of West Virginia) suspended its verification that allowed the MVP Joint Venture to use Nationwide Permit 12 for stream and wetlands crossings in northern West Virginia. On November 27, 2018, the Fourth Circuit panel issued its final decision vacating the Huntington District's verification of the use of Nationwide Permit 12 in West Virginia. As a consequence, unless and until West Virginia revises its Section
|
•
|
WVDEP Rulemaking Proceedings – Section 401 Nationwide Permit.
On April 13, 2017, the West Virginia Department of Environmental Protection (WVDEP) issued a 401 Water Quality Certification for the U.S. Army Corps Nationwide Permits. In August 2018, the WVDEP initiated an administrative process to revise this certification and requested public comment to, among other things, specifically revise the 72-hour limit for stream crossings noted as problematic by the Fourth Circuit as well as other conditions. The WVDEP issued a new notice and comment period for further modifications of the 401 certification. This notice and comment period ended on March 4, 2019. The full administrative process requires notice and opportunity for public comment, response to public comment, and adherence to the state's administrative procedures legislation. The WVDEP is also required to obtain the EPA's agreement to the modified 401 certification. Assuming that the WVDEP's administrative process results in the clarification or elimination of any problematic conditions, and the EPA's agreement is secured, the MVP Joint Venture anticipates that it will once again secure from the U.S. Army Corps Districts within West Virginia verification that its activities, including stream crossings, may proceed under Nationwide Permit 12 as re-certified by the WVDEP. The MVP Joint Venture expects that reverification to occur within the first half of 2019. The notice and comment period ended on March 4, 2019. On April 24, 2019, the WVDEP submitted the modification to the EPA for approval and provided notice to the U.S. Army Corps. However, the MVP Joint Venture cannot guarantee that the EPA or the U.S. Army Corps Districts will act promptly or be deemed to have acted properly if challenged, in which case re-verification may be delayed past the first half of 2019.
|
•
|
Sierra Club, et al. v. U.S. Army Corps of Engineers et al., Case No. 18-1713, Fourth Circuit Court of Appeals.
In June 2018, the Sierra Club filed a second petition in the Fourth Circuit against the U.S. Army Corps, seeking review and a stay of the U.S. Army Corps Norfolk District's decision to verify the MVP Joint Venture's use of Nationwide Permit 12 for stream crossings in Virginia. The Fourth Circuit denied the Sierra Club's request for a stay on August 28, 2018. On October 5, 2018, the U.S. Army Corps' Norfolk District suspended its verification under Nationwide Permit 12 for stream crossings in Virginia pending the resolution of the West Virginia proceedings outlined above. On December 10, 2018, the U.S. Army Corps filed a motion to place the case in abeyance which the court granted on January 9, 2019. Until the U.S. Army Corps lifts its suspension, the MVP Joint Venture cannot perform any construction activities in any streams and wetlands in Virginia.
|
•
|
Sierra Club, et al. v. U.S. Forest Service, et al., consolidated under Case No. 17-2399, Fourth Circuit Court of Appeals.
In a different Fourth Circuit appeal filed in December 2017, the Sierra Club challenged a Bureau of Land Management (BLM) decision to grant a right-of-way to the MVP Joint Venture and a U.S. Forest Service (USFS) decision to amend its management plan to accommodate MVP, both of which affect the MVP's 3.6-mile segment in the Jefferson National Forest in Virginia. On July 27, 2018, agreeing in part with the Sierra Club, the Fourth Circuit vacated the BLM and USFS decisions, finding fault with the USFS' analysis of erosion and sedimentation effects and the BLM's analysis of the practicality of alternate routes. On August 3, 2018, citing the court's vacatur and remand, the FERC issued a stop work order for the entire pipeline pending the agency actions on remand. The FERC modified its stop work order on August 29, 2018 to allow work to continue on all but approximately 25 miles of the project. The MVP Joint Venture has resumed construction of those portions of the pipeline. On October 10, 2018, the Fourth Circuit granted a petition for rehearing filed by the MVP Joint Venture for the limited purpose of clarifying that the July 27, 2018, order did not vacate the portion of the BLM's Record of Decision authorizing a right-of-way and temporary use permit for MVP to cross the Weston and Gauley Bridge Turnpike Trail in Braxton County, West Virginia. On October 15, 2018, the MVP Joint Venture filed with the FERC a request to further modify the August 3, 2018 stop work order to allow the MVP Joint Venture to complete the bore and install the pipeline under the Weston and Gauley Bridge Turnpike Trail. On October 24, 2018, the FERC granted the MVP Joint Venture's request to further modify the stop work order and authorize construction. The MVP Joint Venture has resumed construction of those portions of the pipeline. However, work on the 3.6-mile segment in the Jefferson National Forest must await a revised authorization, which the MVP Joint Venture is working to obtain.
|
•
|
Challenges to FERC Certificate, Court of Appeals for the District of Columbia Circuit (DC Circuit).
Multiple parties have sought judicial review of the FERC's order issuing a certificate of convenience and necessity to the MVP Joint Venture and/or the exercise by the MVP Joint Venture of eminent domain authority. There are multiple consolidated petitions before the DC Circuit seeking direct review of the FERC order under the Natural Gas Act in
Appalachian Voices, et al. v. FERC, et al
., consolidated under Case No. 17-1271. Those petitioners requested a stay of the FERC's order pending the resolution of the petitions, which the FERC and the MVP Joint Venture opposed. The DC Circuit
|
•
|
Mountain Valley Pipeline, LLC v. 6.56 Acres of Land et al., Case No. 18-1159, Fourth Circuit Court of Appeals.
Several landowners have filed challenges in various U.S. District Courts to the condemnation proceedings by which the MVP Joint Venture obtained access to their property. In each case, the district court found that the MVP Joint Venture was entitled to immediate possession of the easements, and the landowners appealed to the Fourth Circuit. The Fourth Circuit consolidated these cases and held oral argument in September 2018. On February 5, 2019, the Fourth Circuit issued an opinion affirming the decisions of the U.S. District Courts granting the MVP Joint Venture immediate access for construction of the pipeline. On March 15, 2019, the Fourth Circuit issued another opinion finding that the MVP Joint Venture did not have to condemn the interest of coal owners, nor are coal owners entitled to assert claims in the condemnation proceedings for lost coal on tracts for which they do not own a surface interest being condemned.
|
•
|
Greenbrier River Watershed Ass’n v. WVDEP, Circuit Court of Summers County, West Virginia.
In August 2017, the Greenbrier River Watershed Association appealed the MVP Joint Venture's Natural Stream Preservation Act Permit obtained from the West Virginia Environmental Quality Board (WVEQB) for the Greenbrier River crossing. Petitioners alleged that the issuance of the permit failed to comply with West Virginia's Water Quality Standards for turbidity and sedimentation. WVEQB dismissed the appeal in June 2018. In July 2018, the Greenbrier River Watershed Association appealed the decision to the Circuit Court of Summers County, asking the court to remand the permit with instructions to impose state-designated construction windows and pre- and post-construction monitoring requirements as well as a reversal of the WVEQB's decision that the permit was lawful. On September 18, 2018, the Circuit Court granted a stay. A hearing on the merits was held on October 23, 2018. The court has not yet issued a decision. In the event of an adverse decision, the MVP Joint Venture would appeal or work with the WVDEP to attempt to resolve the issues identified by the court.
|
•
|
WVDEP Consent Order
. On March 19, 2019, the West Virginia DEP (WVDEP) issued 26 notices of violation to MVP for various construction and sediment and erosion control issues in 2018. MVP and WVDEP have reached a tentative settlement agreement which will be documented as an administrative consent order for MVP to pay $0.3 million in penalties. Upon execution, the consent order will be subject to a state mandated 30-day public comment period. In addition to payment of assessed penalties, MVP is required to submit a corrective action plan to resolve any outstanding permit compliance matters.
|
•
|
Sierra Club et al. v. U.S. Dep’t of Interior et al., Case No. 18-1082, Fourth Circuit Court of Appeals
. On August 6, 2018, the Fourth Circuit held that National Park Service (NPS) acted arbitrarily and capriciously in granting the Atlantic Coast Pipeline (ACP) a right-of-way permit across the Blue Ridge Parkway. Specifically, the Fourth Circuit found that the permit cited the wrong source of legal authority and the NPS failed to make a “threshold determination that granting the right-of-way is ‘not inconsistent with the use of such lands for parkway purposes’ and the overall National Park System to which it belongs.” Even though MVP is not named in the ACP litigation, the MVP route crosses the Blue Ridge Parkway roughly midway between mileposts 246 and 247 of the pipeline route and implicates some the same deficiencies addressed by the Court. MVP elected to request that the NPS temporarily suspend its Blue Ridge Parkway permit until the deficiencies identified in the ACP litigation are resolved. While the MVP and ACP rights-of-way share some of the same regulatory issues, unlike ACP the portion of the MVP pipeline that crosses the Blue Ridge Parkway is completely constructed. NPS granted MVP the ability to continue final restoration efforts on
|
•
|
Cowpasture River Preservation Association, et al. v. U.S. Forest Service, et al., Case No. 18-11
44,
Fourth Circuit Court of Appeals.
On December 13, 2018, in an unrelated case involving the Atlantic Coast Pipeline, the Fourth Circuit held that the Forest Service, which is part of the Department of Agriculture, lacked the authority to grant rights-of-way for oil and gas pipelines to cross the Appalachian Trail. Although the MVP Joint Venture obtained its grant to cross the Appalachian Trail from the BLM, a part of the Department of Interior, the rationale of the Fourth Circuit's opinion could apply to the BLM as well. On February 25, 2019, the Fourth Circuit denied Atlantic Coast Pipeline’s petition for en banc rehearing. The MVP Joint Venture anticipates that the Atlantic Coast Pipeline will file an appeal with the United States Supreme Court. The MVP Joint Venture is pursuing multiple options to address the Appalachian Trail issue, including but not limited to, administrative and legislative options.
|
•
|
Grand Jury Subpoena
. On January 7, 2019, the MVP Joint Venture received a letter from the U.S. Attorney's Office for the Western District of Virginia stating that it and the EPA are investigating potential criminal and/or civil violations of the Clean Water Act and other federal statutes as they relate to the construction of the MVP. The January 7, 2019 letter requested that the MVP Joint Venture and its members, contractors, suppliers and other entities involved in the construction of the MVP preserve documents related to the MVP generated from September 1, 2018 to the present. In a telephone call on February 4, 2019, the U.S. Attorney's Office confirmed that it has opened a criminal investigation. On February 11, 2019, the MVP Joint Venture received a grand jury subpoena from the U.S. Attorney's Office for the Western District of Virginia requesting certain documents related to the MVP from August 1, 2018 to the present. The MVP Joint Venture is complying with the letter and subpoena but cannot predict whether any action will ultimately be brought by the U.S. Attorney's Office or what the outcome of such an action would be. The MVP Joint Venture began a rolling production of documents responsive to the subpoena after the U.S. Attorney’s office narrowed its subpoena inquiry to five farms in Virginia containing 20 streams or wetlands.
|
•
|
Paylor et al. v. Mountain Valley Pipeline, LLC, Case No. CL18-4874-00, Circuit Court of Henrico County.
On December 7, 2018, the Virginia Department of Environmental Quality and the State Water Control Board filed a lawsuit against the MVP Joint Venture in the Circuit Court of Henrico County alleging violations of Virginia's State Water Control Law, Water Resources and Wetlands Protection Program, and Water Protection Permit Program Regulations at sites in Craig, Franklin, Giles, Montgomery and Roanoke Counties, Virginia. The MVP Joint Venture answered the suit on January 11, 2019, stating that it does not admit and will contest the allegations. The MVP Joint Venture has initiated settlement negotiations to resolve this matter. The MVP Joint Venture anticipates that a resolution could result in penalties and injunctive relief designed to assure compliance with relevant environmental laws and regulations. Shortly after the filing of this suit, the Virginia State Water Control Board (VSWCB) voted to reconsider/schedule a hearing to revoke MVP's Clean Water Act Section 401 certification. On March 1, 2019, the VSWCB voted unanimously to end its consideration of whether to revoke MVP’s Clean Water Act Section 401 Certification.
|
•
|
our existing unitholders' proportionate ownership interest in us will decrease;
|
•
|
the amount of distributable cash flow on each unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of our common units may decline.
|
•
|
operating a larger combined organization with assets or operations that may extend into new geographic areas and lines of business;
|
•
|
integrating gathering systems and other assets, infrastructure and personnel into existing operations, including addressing any new operational focuses or regulatory programs and legacy legal, operational or regulatory challenges of acquired assets or businesses;
|
•
|
addressing the potential diversion of management’s time and attention away from our existing business to address integration or other related issues;
|
•
|
hiring, training or retaining qualified personnel to manage and operate our growing business and assets;
|
•
|
addressing the loss of customers or key employees;
|
•
|
maintaining an effective system of internal controls in compliance with the Sarbanes-Oxley Act of 2002 as well as other regulatory compliance and corporate governance matters;
and
|
•
|
integrating new technology systems for financial reporting
.
|
Exhibit No.
|
|
Document Description
|
|
Method of Filing
|
|
|
|
Agreement and Plan of Merger, dated as of February 13, 2019, by and among Equitrans Midstream Corporation, EQM Midstream Services, LLC, EQM Midstream Partners, LP, EQGP Services, LLC, EQGP Holdings, LP and the other parties thereto. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 2.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on February 14, 2019.
|
|
|
|
Purchase and Sale Agreement, dated as of March 13, 2019, by and between EQM Midstream Partners, LP and North Haven Infrastructure Partners II Buffalo Holdings, LLC. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 2.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on March 15, 2019.
|
|
|
|
Certificate of Formation of EQGP Services, LLC (formerly known as EQT GP Services, LLC), dated as of January 29, 2015.
|
|
Incorporated herein by reference to Exhibit 3.3 to EQT GP Holdings, LP's Form S-1 Registration Statement
(#333-202053) filed on February 12, 2015. |
|
|
|
Certificate of Amendment to Certificate of Formation of EQGP Services, LLC (formerly known as EQT GP Services, LLC), dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.2 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on October 15, 2018.
|
|
|
|
Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC, dated as of October 12, 2018.
|
|
Incorporated herein by reference to Exhibit 3.4 to EQGP Holdings, LP's Form 8-K (#001-37380) filed on October 15, 2018.
|
|
|
|
First Amendment to Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC, dated as of February 22, 2019.
|
|
Incorporated herein by reference to Exhibit 3.5 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on February 22, 2019.
|
|
|
|
First Amendment to Second Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of February 22, 2019.
|
|
Incorporated herein by reference to Exhibit 3.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on February 22, 2019.
|
|
|
|
Third Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of February 22, 2019.
|
|
Incorporated herein by reference to Exhibit 3.2 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on February 22, 2019.
|
|
|
|
Fourth Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, dated as of April 10, 2019.
|
|
Incorporated herein by reference to Exhibit 3.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on April 10, 2019.
|
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of EQM Midstream Partners, LP, dated as of February 22, 2019.
|
|
Incorporated herein by reference to Exhibit 3.3 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on February 22, 2019.
|
|
|
|
Registration Rights Agreement, dated as of April 10, 2019, by and among EQM Midstream Partners, LP and the Purchasers party thereto. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 4.1 to EQM Midstream Partners, LP’s Form 8-K (#001-35574) filed on April 10, 2019.
|
|
|
|
Convertible Preferred Unit Purchase Agreement, dated as of March 13, 2019, by and among EQM Midstream Partners, LP and the Purchasers party thereto. Equitrans Midstream Corporation will furnish supplementally a copy of any omitted schedule and similar attachment to the SEC upon request.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on March 15, 2019.
|
|
|
Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Kayne Anderson MLP/Midstream Investment Company.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on March 19, 2019.
|
|
|
|
Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Kayne Anderson Midstream/Energy Fund, Inc.
|
|
Incorporated herein by reference to Exhibit 10.2 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
|
|
|
|
Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Centaurus Capital LP.
|
|
Incorporated herein by reference to Exhibit 10.3 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
|
|
|
|
Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and MTP Energy Opportunities Fund II LLC.
|
|
Incorporated herein by reference to Exhibit 10.4 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
|
|
|
|
Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and MTP Energy Master Fund LLC.
|
|
Incorporated herein by reference to Exhibit 10.5 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
|
|
|
|
Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Tortoise Direct Opportunities Fund II, LP.
|
|
Incorporated herein by reference to Exhibit 10.6 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
|
|
|
|
Joinder Agreement, dated as of March 18, 2019, by and between EQM Midstream Partners, LP and Portcullis Partners, LP.
|
|
Incorporated herein by reference to Exhibit 10.7 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on March 19, 2019.
|
|
|
|
Amended and Restated EQGP Services, LLC 2012 Long-Term Incentive Plan, dated as of February 22, 2019.
|
|
Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on February 22, 2019.
|
|
|
|
Amended and Restated Omnibus Agreement, dated as of March 31, 2019, by and among Equitrans Midstream Corporation, EQM Midstream Partners, LP, EQGP Services, LLC and, for limited purposes, EQM Midstream Services, LLC.
|
|
Filed herewith as Exhibit 10.3.
|
|
|
|
Amendment No. 6 to Jupiter Gas Gathering Agreement, dated as of March 1, 2019, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by three asterisks [***].
|
|
Filed herewith as Exhibit 10.4.
|
|
|
|
Letter Agreement, dated as of March 1, 2019, among RM Partners LP, Equitrans, L.P., Rice Drilling B LLC, EQM Gathering OPCO, LLC and Alpha Shale Resources LP. Specific items in this exhibit have been redacted, as marked by three asterisks [***].
|
|
Filed herewith as Exhibit 10.5.
|
|
|
|
Rule 13(a)-14(a) Certification of Principal Executive Officer.
|
|
Filed herewith as Exhibit 31.1.
|
|
|
|
Rule 13(a)-14(a) Certification of Principal Financial Officer.
|
|
Filed herewith as Exhibit 31.2.
|
|
|
|
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.
|
|
Furnished herewith as Exhibit 32.
|
|
101
|
|
|
Interactive Data File
|
|
Filed herewith as Exhibit 101
|
|
EQM Midstream Partners, LP
|
||
|
(Registrant)
|
||
|
|
|
|
|
By:
|
EQGP Services, LLC, its General Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ THOMAS F. KARAM
|
|
|
|
Thomas F. Karam
|
|
|
|
President and Chief Executive Officer
|
a.
|
As of the date hereof, Rice Drilling B LLC, a Delaware limited liability company (“
RDB
”), shall be joined to the Agreement as a “Producer” (and, accordingly, a “Shipper”) and deemed a “Producer” (and, accordingly, a “Shipper”) under and subject to the Agreement for all purposes, entitled to all rights and benefits, and responsible for all obligations and liabilities, as “Producer” (and accordingly, as “Shipper”) arising pursuant to the Agreement, but insofar and only to the extent that the same arise out of, relate to, or are associated with RDB’s ownership, operation, or production of Gas delivered to the following Receipt Points: Beazer, Carpenter, Shipman, and Kentor.
|
b.
|
Exhibit A
attached to the Agreement is hereby deleted in its entirety and replaced with the revised Exhibit A attached hereto as Attachment 1.
|
c.
|
Section II (Table of Incremental Capital Fees) of
Exhibit B-2
attached to the Agreement is hereby deleted in its entirety and replaced with the revised Section II (Table of Incremental Capital Fees) attached hereto as Attachment 2. In accordance with Section 4.2(b) of the Agreement, the Parties have agreed to the Incremental Capital Projects in respect of the Receipt Points identified in Section II of
Exhibit B-2
. The Parties further agree that:
|
i.
|
these Incremental Capital Projects shall not trigger an increase in the Compression MDQ or the Contract MDQ or an extension of any Term under the Agreement;
|
ii.
|
with respect to the West Run – Hopewell Ridge Receipt Point, the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthly reservation rate) for all Gas delivered by Shipper and received by Gatherer at the West Run – Hopewell Ridge Receipt Point, and with respect to the remainder of the Receipt Points identified in Section II of
Exhibit B-2
, the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthly reservation rate) for all Gas delivered by Shipper and received by Gatherer at such Receipt Points; and all Receipt Points identified on Section II of
Exhibit B-2
shall be disregarded for purposes of and not considered in calculating the Contract MDQ, Compression MDQ or the Overrun Fees under the Agreement;
|
iii.
|
the Incremental Capital Fee shall apply only to Gas delivered to the Receipt Points identified in Section II of
Exhibit B-2
beginning on the applicable In-Service Date for each such Receipt Point as set forth in Section II of
Exhibit B-2
, and thereafter shall apply to such Gas consistent with the Applicable Expansion Term provisions.
|
iv.
|
Except for the West Run – Hopewell Ridge Receipt Point, Gas delivered to the Receipt Points identified in Section II of
Exhibit B-2
shall be nominated by Shipper to Delivery Point JPTR-PAPER identified in Exhibit A. Nominations on Equitrans associated with the JPTR-PAPER Delivery Point and physical deliveries shall be reconciled on a monthly basis and any resulting imbalance shall be resolved by Shipper in the subsequent accounting month. No Gas delivered to Receipt Points other than those identified in Section II of
Exhibit B-2
(not including the West Run – Hopewell Ridge Receipt Point) shall be nominated by Shipper to Delivery Point JPTR-PAPER.
|
v.
|
Shipper shall not install wellhead or other compression upstream of the West Run – Hopewell Ridge Receipt Point without prior written consent from Gatherer.
|
d.
|
In Section III (Site Specific Data and Facility Responsibility Matrix) of
Exhibit F
attached to the Agreement:
|
i.
|
the pages including Section III.A.1 (Receipt Point Interconnect Data) are hereby deleted in their entirety and replaced with the revised pages including Section III.A.1 (Receipt Point Interconnect Data) attached hereto as Attachment 3; and
|
ii.
|
Section III.A.2 (Responsibility for Interconnect Facility Equipment) is hereby amended to include the additional Interconnect Facilities responsibilities tables for the meters identified as set forth below, which tables (1) establish the design, construction, operation, maintenance and cost responsibility for each such meter and (2) are attached hereto as Attachment 3.
|
EQT PRODUCTION COMPANY
|
EQM GATHERING OPCO, LLC
|
By: _
/s/ Erin R. Centofanti
_____________
|
By: _
/s/ Paul Kress
__________________
|
Name: __
Erin R. Centofanti
_____________
|
Name: ___
Paul Kress
__________________
|
Title: __
President
_____________________
|
Title: _
VP
__________________________
|
EQT ENERGY, LLC
|
RICE DRILLING B LLC
|
By: ___
/s/ Donald M. Jenkins
__________
|
By: _
/s/ Erin R. Centofanti
_____________
|
Name: _
Donald M. Jenkins
______________
|
Name: __
Erin R. Centofanti
_____________
|
Title: _
President
_____________________
|
Title: __
President
_____________________
|
Receipt Point(s)
|
Receipt Point MDQ
MMcf/Day |
Zone
|
Zone MDQ
MMcf/Day |
|
|
|
|
West Run
|
80
|
Zone 1
|
300
|
Koloski
|
90
|
Zone 1
|
300
|
Green Hill
|
80
|
Zone 1
|
300
|
Pierce
|
100
|
Zone 1
|
300
|
Walker B
|
30
|
Zone 1
|
300
|
Moore
|
40
|
Zone 1
|
300
|
Phillips
|
30
|
Zone 1
|
300
|
Scotts Run
|
30
|
Zone 1
|
300
|
Patterson Creek
|
60
|
Zone 1
|
300
|
Carpenter
|
115
|
Zone 1
|
300
|
Kentor
|
5
|
Zone 1
|
300
|
|
|
|
|
Moninger
|
200
|
Zone 2
|
370
|
Cooper
|
140
|
Zone 2
|
370
|
Big Sky
|
75
|
Zone 2
|
370
|
Harris
|
45
|
Zone 2
|
370
|
Amity
|
15
|
Zone 2
|
370
|
Harden Farm
|
110
|
Zone 2
|
370
|
Connors
|
65
|
Zone 2
|
370
|
Pettit
|
65
|
Zone 2
|
370
|
Hughes
|
55
|
Zone 2
|
370
|
Roberts
|
9
|
Zone 2
|
370
|
Harden
|
25
|
Zone 2
|
370
|
Shipman
|
37.5
|
Zone 2
|
370
|
J&J
|
37.5
|
Zone 2
|
370
|
|
|
|
|
Lacko
|
150
|
Zone 3
|
370
|
Hildebrand
|
35
|
Zone 3
|
370
|
Pyles
|
40
|
Zone 3
|
370
|
Beazer
|
50
|
Zone 3
|
370
|
Yabolnski
|
70
|
Zone 3
|
370
|
Minor
|
60
|
Zone 3
|
370
|
Nicoloff
|
30
|
Zone 3
|
370
|
McMillan
|
20
|
Zone 3
|
370
|
Robinson
|
20
|
Zone 3
|
370
|
Thompson
|
25
|
Zone 3
|
370
|
Thistlewaite
|
2
|
Zone 3
|
370
|
Alpha
|
80
|
Zone 3
|
370
|
Strope
|
100
|
Zone 3
|
370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delivery Point(s)
|
Location
|
Ingram
|
Equitrans H-109
|
Amity
|
Equitrans H-125
|
Jupiter
|
Equitrans H-148
|
Callisto
|
Equitrans H-160
|
Hopewell Ridge
|
Equitrans H-160
|
Pipers Ridge
|
Equitrans M-78
|
Europa
|
Equitrans H-165
|
Io
|
Equitrans H-148 and M-78
|
JPTR-PAPER
|
N/A
|
Drip Liquids
Delivery Point(s)
|
Location
|
Not applicable
|
|
Contract MDQ:
|
[***]
|
Compression MDQ:
|
[***]
|
Incremental Capital Project
|
Contract MDQ
|
Incremental Capital Fee
|
In-Service Date
|
Applicable Expansion Term
|
Carpenter
|
[***]
|
[***]
|
[***]
|
Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
Kentor
|
[***]
|
[***]
|
[***]
|
Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
Shipman
1
|
[***]
|
[***]
|
[***]
|
Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
Beazer
2
|
[***]
|
[***]
|
[***]
|
Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
West Run – Hopewell Ridge Receipt Point
|
[***]
|
[***]
|
[***]
|
Until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
1.
|
Subject, in all respects, to Section 4 of that certain letter agreement dated as of March 1, 2019, by and among RM Partners LP, Rice Drilling B LLC, EQM Gathering OPCO, LLC, and Equitrans, L.P. (the “
Letter Agreement
”).
|
A.
|
In addition to the minimum design specification and operating parameters set forth in the Engineering and Technical Design Standards, the following specifications shall be followed:
|
1.
|
Receipt Point Interconnect Data
: The table below provides for the list of meters covered under this Agreement which may be updated from time to time in accordance with the terms and conditions of this Agreement. Each meter in the Receipt Point Interconnect table shall conform to the specifications listed in the table applicable to such meter under Section III(A)(2).
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
MinDQ*
(Mcf / Day)
|
MaxDQ
(Mcf / Day)
|
17019
|
Cooper B
|
39.95597, -80.26908
|
720
|
1,220
|
78,500
|
11798
|
Roberts 1
|
39.94097, -80.326422
|
720
|
320
|
19,600
|
17018
|
Roberts 2
|
39.94097, -80.25422
|
720
|
320
|
19,600
|
11796
|
McMillen
|
39.9836, -80.1209
|
720
|
710
|
45,900
|
M5256116
|
McMillen 2 MM - 1
|
39.98455, -80.11803
|
1400
|
2,100
|
51,433
|
M5256117
|
McMillen 2 MM - 2
|
39.98455, -80.11803
|
1400
|
2,100
|
51,433
|
M5256118
|
McMillen 2 MM - 3
|
39.98455, -80.11803
|
1400
|
2,100
|
51,433
|
17042
|
Pyles 1
|
39.969918, -80.110996
|
1,440
|
1,670
|
78,500
|
M5224755
|
Pyles 2
|
39.96643, -80.1116
|
1440
|
1,227
|
64,353
|
17035
|
Hildebrand
|
39.974133, -80.096991
|
720
|
650
|
45,900
|
17022
|
Robison 1
|
39.979817, -80.072114
|
720
|
680
|
45,900
|
18156
|
Robison 2
|
39.97799, -80.07021
|
720
|
720
|
45,900
|
17043
|
Thompson 1
|
39.948602, -80.096748
|
720
|
680
|
45,900
|
17115
|
Thompson 2
|
39.948602, -80.096748
|
720
|
680
|
45,900
|
11797
|
Thistlewaite
|
39.96395, -80.100731
|
720
|
320
|
19,600
|
17044
|
Conner 1
|
39.946228, -80.240644
|
720
|
680
|
45,900
|
5100003
|
Conner 2
|
39.946228, -80.240644
|
720
|
680
|
45,900
|
17037
|
Phillips
|
39.933614, -80.293665
|
1,400
|
1,150
|
115,300
|
18155
|
Walker B
|
39.934471, -80.318565
|
1,400
|
1,600
|
67,500
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
MinDQ*
(Mcf / Day)
|
MaxDQ
(Mcf / Day)
|
5100014
|
Scott’s Run 1
|
39.93239, -80.32793
|
1,400
|
2,700
|
115,300
|
5100015
|
Scott’s Run 2
|
39.93239, -80.32793
|
1,400
|
2,700
|
115,300
|
M5225755
|
Scott's Run 3
|
39.93237, -80.32812
|
1,400
|
1,227
|
64,353
|
5100065
|
Moore MM B Run
|
39.92772, -80.33715
|
1,400
|
2,700
|
115,300
|
M5277181
|
Moore MM Run 2
|
39.92763, -80.33740
|
1440
|
1,150
|
28,800
|
5100039
|
West Run (NIJUS25)
|
39.913752, -80.303533
|
1,400
|
2,700
|
115,300
|
5100053
|
West Run – Hopewell Ridge
|
39.91312, -80.30316
|
1,400
|
2,511
|
87,994
|
5100055
|
Patterson 1
|
39.936506 , -80.310759
|
1,400
|
2,700
|
115,300
|
5100063
|
Patterson 2
|
39.936506 , -80.310759
|
1,400
|
2,700
|
115,300
|
5100057
|
Nicoloff 1
|
39.954037, -80.065039
|
720
|
720
|
45,900
|
M5224083
|
Nicoloff 2
|
39.954037, -80.065039
|
720
|
1,227
|
44,838
|
5100019
|
Pierce 2
|
39.90734, -80.28209
|
720
|
2,630
|
78,500
|
5100064
|
Pierce 3
|
39.90734, -80.28209
|
720
|
2,630
|
45,900
|
M5298308
|
Pierce MM D Run
|
39.90734, -80.28209
|
720
|
2,630
|
78,500
|
M5213961
|
Big Sky 1
|
39.99805556,-80.20277
|
720
|
1,750
|
78,500
|
M5213962
|
Big Sky 2
|
39.99805556, -80.20277
|
720
|
1,750
|
78,500
|
M5213963
|
Big Sky 3
|
39.99805556, -80.20277
|
720
|
1,030
|
45,900
|
M5220213
|
Petit 1
|
39.94523, -80.23994
|
720
|
1,227
|
44,838
|
M5220220
|
Petit 2
|
39.94523, -80.23994
|
720
|
1,227
|
44,838
|
M5220221
|
Petit 3
|
39.94523, -80.23994
|
720
|
726
|
26,240
|
M5248813
|
Petit 4
|
39.94684, -80.24028
|
1,440
|
1,227
|
64,353
|
M5248814
|
Petit 5
|
39.94684, -80.24028
|
1,440
|
1,227
|
64,353
|
M5248816
|
Petit 6
|
39.94684, -80.24028
|
1,440
|
1,227
|
64,353
|
M5254623
|
Petit 7
|
39.94684, -80.24028
|
1,440
|
1,227
|
64,353
|
M5224627
|
Alpha 1
|
39.960097, -80.130604
|
720
|
1,227
|
44,838
|
M5224714
|
Alpha 2
|
39.960097, -80.130604
|
720
|
1,227
|
44,838
|
M5274373
|
Alpha 3
|
39.960097, -80.130604
|
720
|
1,950
|
35,500
|
M5234610
|
Moninger Run 1
|
39.99511, -80.20636
|
1,440
|
1,227
|
64,353
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
MinDQ*
(Mcf / Day)
|
MaxDQ
(Mcf / Day)
|
M5234612
|
Moninger Run 2
|
39.99511, -80.20636
|
1,440
|
1,227
|
64,353
|
M5234613
|
Moninger Run 3
|
39.99511, -80.20636
|
1,440
|
1,227
|
64,353
|
M5235813
|
Moninger Run 4
|
39.99511, -80.20636
|
1,440
|
1,227
|
64,353
|
M5234486
|
Koloski Run 1
|
39.95875, -80.31068
|
1,440
|
1,227
|
64,353
|
M5234487
|
Koloski Run 2
|
39.95875, -80.31068
|
1,440
|
1,227
|
64,353
|
M5234488
|
Koloski Run 3
|
39.95875, -80.31068
|
1,440
|
1,227
|
64,353
|
17020
|
Iames
|
40.0308, -80.15266
|
720
|
726
|
37,660
|
M5219031
|
Shipman 1
|
39.991551, -80.194235
|
720
|
726
|
37,660
|
M5219033
|
Shipman 2
|
39.991551, -80.194235
|
720
|
1,227
|
64,353
|
M5258883
|
Shipman Gathering MM - Run 3
|
39.991551, -80.194235
|
720
|
1,950
|
35,500
|
33297
|
Ingram 590004
|
39.93929, -80.26466
|
720
|
356
|
16,118
|
33341
|
ROG46H1
|
39.94097, -80.26422
|
720
|
356
|
16,118
|
M5210064
|
Lacko 1
|
39.968683, -80.150911
|
720
|
1,227
|
64,353
|
M5210065
|
Lacko 2
|
39.968683, -80.150911
|
720
|
1,227
|
64,353
|
M5210066
|
Lacko 3
|
39.968683, -80.150911
|
720
|
1,227
|
64,353
|
M5234259
|
Yablonski 1
|
39.99347, -80.06271
|
1440
|
1,227
|
64,353
|
M5234260
|
Yablonski 2
|
39.99347, -80.06271
|
1440
|
1,227
|
64,353
|
M5226733
|
Beazer 1
|
39.92417, -80.10866
|
1440
|
1,227
|
64,353
|
M5226735
|
Beazer 2
|
39.92417, -80.10866
|
1440
|
1,227
|
64,353
|
M5249530
|
Beazer 3
|
39.92417, -80.10866
|
1440
|
1,556
|
57,163
|
M5238116
|
J & J
|
39.99807, -80.20293
|
1440
|
1,556
|
57,163
|
M5238117
|
J & J
|
39.99807, -80.20293
|
1440
|
1,556
|
57,163
|
M5248049
|
J & J
|
39.99807, -80.20293
|
1440
|
1,556
|
57,163
|
M5241305
|
Harden Farm 1
|
39.939969, -80.264877
|
1440
|
1,556
|
57,163
|
M5241307
|
Harden Farm 2
|
39.939969, -80.264877
|
1440
|
1,556
|
57,163
|
M5241308
|
Harden Farm 3
|
39.939969, -80.264877
|
1440
|
1,556
|
57,163
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
MinDQ*
(Mcf / Day)
|
MaxDQ
(Mcf / Day)
|
M5274165
|
Green Hill - Meter 1
|
39.89708,
-80.31778
|
1400
|
2,100
|
31,750
|
M5274166
|
Green Hill - Meter 2
|
39.89708,
-80.31778
|
1400
|
2,100
|
31,750
|
M5274167
|
Green Hill - Meter 3
|
39.89708,
-80.31778
|
1400
|
2,100
|
31,750
|
M5272524
|
Harris
|
39.95349, -80.19008
|
720
|
1,800
|
49,000
|
M5291357
|
Harris Run B
|
39.95349, -80.19008
|
720
|
1,800
|
49,000
|
M5283458
|
EPC Carpenter MM Run A
|
39.8864,
-80.3359
|
1400
|
1,800
|
49,000
|
M5283463
|
EPC Carpenter MM Run B
|
39.8864,
-80.3359
|
1400
|
1,800
|
49,000
|
M5283464
|
EPC Carpenter MM Run C
|
39.8864,
-80.3359
|
1400
|
1,800
|
49,000
|
M5344758
|
Kentor
|
39.877229,
-80.307607
|
1400
|
200
|
6,500
|
2.
|
Responsibility for Interconnect Facility Equipment
. Each of the following tables establish, for the meter specified in the cell located in the first row of the first column of such table (or, if no meter is specified in such cell, then for each meter not specified in any of the other tables included below) the design, construction, operation, maintenance and cost responsibility for certain aspects of the Interconnect Facilities. All of the following design responsibilities designated as Producer’s responsibility shall be incorporated into the design and construction of the Interconnect Facilities.
|
Pierce 2, 5100019
Pierce 3, 5100064
Pierce MM D Run, M5298308
STATION EQUIPMENT
|
REQUIRED
|
DESIGN
|
INSTALL
|
OWNERSHIP
|
OPERATE
|
MAINTAIN
|
SPECIAL PROVISIONS/ EQUIPMENT SPECS.
|
PIPING
|
|
|
|
|
|
|
|
Pipeline-Tap & Valve
|
Yes
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
12” Tee
|
Inlet & Station Piping
|
Yes
|
Producer
|
Producer
|
Producer
|
Producer
|
Producer
|
|
Outlet & Station Piping
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
12”
|
Test Station - inlet piping
|
Yes
|
Producer
|
Producer
|
Producer
|
Producer
|
Producer
|
|
Test Station - outlet piping
|
Yes
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
|
Corrosion coupon
|
Yes
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
|
GAS CONDITIONING
|
|
|
|
|
|
|
|
Filter Separator
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Producer
|
Producer
|
Shawndra Filter
|
Liquid Level Shutoff
|
No
|
|
|
|
|
|
16” Barrel
|
MEASUREMENT
|
|
|
|
|
|
|
|
Meter & Meter Runs
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
(2) 8” Orifice, (1) 6” Orifice
|
Meter & Flow Control Risers, Valves, etc…
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
Electronic Measurement & Telecom Hardware
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
Eagle/1 RTU (ea meter) and Eagle /5 RTU per interconnect
|
GAS QUALITY
|
|
|
|
|
|
|
|
Chromatograph
|
No
|
|
|
|
|
|
|
Continuous Sampler
|
No
|
|
|
|
|
|
|
H2O Dew Point Analyzer
|
No
|
|
|
|
|
|
|
Oxygen Analyzer
|
No
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
H2S Monitor
|
No
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
PRESSURE / FLOW CONTROL
|
|
|
|
|
|
|
|
Primary Pressure Control
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
2X 6” CV/OPP + 1X4” CV/OPP
|
Overpressure Device
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
2X 6” OPP + 1X4” OPP
|
Station Isolation Valve
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
12”
|
Flow Control Valve
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
2X 6” + 1X4” CV (same devices as the top)
|
Heat
|
No
|
Gatherer
|
Producer
|
Producer
|
Producer
|
Producer
|
|
Check Valve
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Producer
|
Producer
|
2 X 8” + 1X6”
|
ODORIZATION
|
|
|
|
|
|
|
|
Odorizer & Controls
|
No
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
MISCELLANEOUS
|
|
|
|
|
|
|
|
Communication service
|
Yes
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
EQT Spec
|
Electrical Service
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
Solar
|
Building - Gas Chromatograph
|
No
|
|
|
|
|
|
|
Building - Odorizer
|
No
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
Fence/Vehicle Barrier/Signage
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
Air Permit
|
TBD
|
Producer
|
Producer
|
Producer
|
Producer
|
Producer
|
|
Kentor, M5344758
STATION EQUIPMENT |
REQUIRED
|
DESIGN SPECIFICATIONS
|
INSTALL
|
OWNERSHIP
|
OPERATE
|
MAINTAIN
|
PIPING
|
||||||
Company Pipeline Tap & Valve
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Inlet Piping
|
Yes
|
Customer
|
Customer
|
Customer
|
Customer
|
Customer
|
Station & Outlet Piping
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Cathodic Protection - Station, & Outlet Piping
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Cathodic Protection - Company Tap & Valve
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
GAS CONDITIONING
|
||||||
Filter Separator
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Particulate Filter
|
No
|
|
|
|
|
|
Liquid Level Shutoff
|
No
|
|
|
|
|
|
MEASUREMENT
|
||||||
Meter & Meter Runs
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Meter & Flow Control Risers, Valves, etc…
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Electronic Measurement & Telecomm Hardware
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
GAS QUALITY
|
||||||
Chromatograph
|
No
|
|
|
|
|
|
Moisture Analyzer
|
No
|
|
|
|
|
|
Oxygen Analyzer
|
No
|
|
|
|
|
|
Hydrogen Sulfide Analyzer
|
No
|
|
|
|
|
|
PRESSURE / FLOW CONTROL
|
||||||
Overpressure Protection Device
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Primary Pressure Control
|
No
|
|
|
|
|
|
Flow Control
|
No
|
|
|
|
|
|
Remote Shutoff Valve
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Heater
|
No
|
|
|
|
|
|
Check Valve
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
ODORIZATION
|
||||||
Odorizer & Controls
|
No
|
|
|
|
|
|
MISCELLANEOUS
|
||||||
Communication Service(s)
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Electrical Service
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Building - Gas Chromatograph
|
No
|
|
|
|
|
|
Building / Enclosure - Odorizer
|
No
|
|
|
|
|
|
Fence/Vehicle Barrier/Signage
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
RE:
|
Letter Agreement Regarding Connection of Kentor, Carpenter, Shipman and Beazer Well Pads to Jupiter Gathering System
|
a.
|
As of the date hereof, Rice Drilling B LLC, a Delaware limited liability company (“
RDB
”), shall be joined to the Agreement as a “Producer” (and, accordingly, a “Shipper”) and deemed a “Producer” (and, accordingly, a “Shipper”) under and subject to the Agreement for all purposes, entitled to all rights and benefits, and responsible for all obligations and liabilities, as “Producer” (and accordingly, as “Shipper”) arising pursuant to the Agreement, but insofar and only to the extent that the same arise out of, relate to, or are associated with RDB’s ownership, operation, or production of Gas delivered to the following Receipt Points: Beazer, Carpenter, Shipman, and Kentor.
|
b.
|
Exhibit A
attached to the Agreement is hereby deleted in its entirety and replaced with the revised Exhibit A attached hereto as Attachment 1.
|
c.
|
Section II (Table of Incremental Capital Fees) of
Exhibit B-2
attached to the Agreement is hereby deleted in its entirety and replaced with the revised Section II (Table of Incremental Capital Fees) attached hereto as Attachment 2. In accordance with Section 4.2(b) of the Agreement, the Parties have agreed to the Incremental Capital Projects in respect of the Receipt Points identified in Section II of
Exhibit B-2
. The Parties further agree that:
|
i.
|
these Incremental Capital Projects shall not trigger an increase in the Compression MDQ or the Contract MDQ or an extension of any Term under the Agreement;
|
ii.
|
with respect to the West Run – Hopewell Ridge Receipt Point, the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthly reservation rate) for all Gas delivered by Shipper and received by Gatherer at the West Run – Hopewell Ridge Receipt Point, and with respect to the remainder of the Receipt Points identified in Section II of
Exhibit B-2
, the Incremental Capital Fee shall be a negotiated volumetric rate of [***] (in lieu of a Monthly reservation rate) for all Gas delivered by Shipper and received by Gatherer at such Receipt Points; and all Receipt Points identified on Section II of
Exhibit B-2
shall be disregarded for purposes of and not considered in calculating the Contract MDQ, Compression MDQ or the Overrun Fees under the Agreement;
|
iii.
|
the Incremental Capital Fee shall apply only to Gas delivered to the Receipt Points identified in Section II of
Exhibit B-2
beginning on the applicable In-Service Date for each such Receipt Point as set forth in Section II of
Exhibit B-2
, and thereafter shall apply to such Gas consistent with the Applicable Expansion Term provisions.
|
iv.
|
Except for the West Run – Hopewell Ridge Receipt Point, Gas delivered to the Receipt Points identified in Section II of
Exhibit B-2
shall be nominated by Shipper to Delivery Point JPTR-PAPER identified in Exhibit A. Nominations on Equitrans associated with the JPTR-PAPER Delivery Point and physical deliveries shall be reconciled on a monthly basis and any resulting imbalance shall be resolved by Shipper in the subsequent accounting month. No Gas delivered to Receipt Points other than those identified in Section II of
Exhibit B-2
(not including the West Run – Hopewell Ridge Receipt Point) shall be nominated by Shipper to Delivery Point JPTR-PAPER.
|
v.
|
Shipper shall not install wellhead or other compression upstream of the West Run – Hopewell Ridge Receipt Point without prior written consent from Gatherer.
|
d.
|
In Section III (Site Specific Data and Facility Responsibility Matrix) of
Exhibit F
attached to the Agreement:
|
i.
|
the pages including Section III.A.1 (Receipt Point Interconnect Data) are hereby deleted in their entirety and replaced with the revised pages including Section III.A.1 (Receipt Point Interconnect Data) attached hereto as Attachment 3; and
|
ii.
|
Section III.A.2 (Responsibility for Interconnect Facility Equipment) is hereby amended to include the additional Interconnect Facilities responsibilities tables for the meters identified as set forth below, which tables (1) establish the design, construction, operation, maintenance and cost responsibility for each such meter and (2) are attached hereto as Attachment 3.
|
Receipt Point(s)
|
Receipt Point MDQ
MMcf/Day |
Zone
|
Zone MDQ
MMcf/Day |
|
|
|
|
West Run
|
80
|
Zone 1
|
300
|
Koloski
|
90
|
Zone 1
|
300
|
Green Hill
|
80
|
Zone 1
|
300
|
Pierce
|
100
|
Zone 1
|
300
|
Walker B
|
30
|
Zone 1
|
300
|
Moore
|
40
|
Zone 1
|
300
|
Phillips
|
30
|
Zone 1
|
300
|
Scotts Run
|
30
|
Zone 1
|
300
|
Patterson Creek
|
60
|
Zone 1
|
300
|
Carpenter
|
115
|
Zone 1
|
300
|
Kentor
|
5
|
Zone 1
|
300
|
|
|
|
|
Moninger
|
200
|
Zone 2
|
370
|
Cooper
|
140
|
Zone 2
|
370
|
Big Sky
|
75
|
Zone 2
|
370
|
Harris
|
45
|
Zone 2
|
370
|
Amity
|
15
|
Zone 2
|
370
|
Harden Farm
|
110
|
Zone 2
|
370
|
Connors
|
65
|
Zone 2
|
370
|
Pettit
|
65
|
Zone 2
|
370
|
Hughes
|
55
|
Zone 2
|
370
|
Roberts
|
9
|
Zone 2
|
370
|
Harden
|
25
|
Zone 2
|
370
|
Shipman
|
37.5
|
Zone 2
|
370
|
J&J
|
37.5
|
Zone 2
|
370
|
|
|
|
|
Lacko
|
150
|
Zone 3
|
370
|
Hildebrand
|
35
|
Zone 3
|
370
|
Pyles
|
40
|
Zone 3
|
370
|
Beazer
|
50
|
Zone 3
|
370
|
Yabolnski
|
70
|
Zone 3
|
370
|
Minor
|
60
|
Zone 3
|
370
|
Nicoloff
|
30
|
Zone 3
|
370
|
McMillan
|
20
|
Zone 3
|
370
|
Robinson
|
20
|
Zone 3
|
370
|
Thompson
|
25
|
Zone 3
|
370
|
Thistlewaite
|
2
|
Zone 3
|
370
|
Alpha
|
80
|
Zone 3
|
370
|
Strope
|
100
|
Zone 3
|
370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delivery Point(s)
|
Location
|
Ingram
|
Equitrans H-109
|
Amity
|
Equitrans H-125
|
Jupiter
|
Equitrans H-148
|
Callisto
|
Equitrans H-160
|
Hopewell Ridge
|
Equitrans H-160
|
Pipers Ridge
|
Equitrans M-78
|
Europa
|
Equitrans H-165
|
Io
|
Equitrans H-148 and M-78
|
JPTR-PAPER
|
N/A
|
Drip Liquids
Delivery Point(s)
|
Location
|
Not applicable
|
|
Contract MDQ:
|
[***]
|
Compression MDQ:
|
[***]
|
Incremental Capital Project
|
Contract MDQ
|
Incremental Capital Fee
|
In-Service Date
|
Applicable Expansion Term
|
Carpenter
|
[***]
|
[***]
|
[***]
|
Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
Kentor
|
[***]
|
[***]
|
[***]
|
Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
Shipman
1
|
[***]
|
[***]
|
[***]
|
Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
Beazer
2
|
[***]
|
[***]
|
[***]
|
Until [***], and thereafter until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
West Run – Hopewell Ridge Receipt Point
|
[***]
|
[***]
|
[***]
|
Until terminated by either Party on the last Day of a Month by delivering written notice to the other Party at least thirty (30) Days prior to the date of termination.
|
1.
|
Subject, in all respects, to Section 4 of that certain letter agreement dated as of March 1, 2019, by and among RM Partners LP, Rice Drilling B LLC, EQM Gathering OPCO, LLC, and Equitrans, L.P. (the “
Letter Agreement
”).
|
A.
|
In addition to the minimum design specification and operating parameters set forth in the Engineering and Technical Design Standards, the following specifications shall be followed:
|
1.
|
Receipt Point Interconnect Data
: The table below provides for the list of meters covered under this Agreement which may be updated from time to time in accordance with the terms and conditions of this Agreement. Each meter in the Receipt Point Interconnect table shall conform to the specifications listed in the table applicable to such meter under Section III(A)(2).
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
MinDQ*
(Mcf / Day)
|
MaxDQ
(Mcf / Day)
|
17019
|
Cooper B
|
39.95597, -80.26908
|
720
|
1,220
|
78,500
|
11798
|
Roberts 1
|
39.94097, -80.326422
|
720
|
320
|
19,600
|
17018
|
Roberts 2
|
39.94097, -80.25422
|
720
|
320
|
19,600
|
11796
|
McMillen
|
39.9836, -80.1209
|
720
|
710
|
45,900
|
M5256116
|
McMillen 2 MM - 1
|
39.98455, -80.11803
|
1400
|
2,100
|
51,433
|
M5256117
|
McMillen 2 MM - 2
|
39.98455, -80.11803
|
1400
|
2,100
|
51,433
|
M5256118
|
McMillen 2 MM - 3
|
39.98455, -80.11803
|
1400
|
2,100
|
51,433
|
17042
|
Pyles 1
|
39.969918, -80.110996
|
1,440
|
1,670
|
78,500
|
M5224755
|
Pyles 2
|
39.96643, -80.1116
|
1440
|
1,227
|
64,353
|
17035
|
Hildebrand
|
39.974133, -80.096991
|
720
|
650
|
45,900
|
17022
|
Robison 1
|
39.979817, -80.072114
|
720
|
680
|
45,900
|
18156
|
Robison 2
|
39.97799, -80.07021
|
720
|
720
|
45,900
|
17043
|
Thompson 1
|
39.948602, -80.096748
|
720
|
680
|
45,900
|
17115
|
Thompson 2
|
39.948602, -80.096748
|
720
|
680
|
45,900
|
11797
|
Thistlewaite
|
39.96395, -80.100731
|
720
|
320
|
19,600
|
17044
|
Conner 1
|
39.946228, -80.240644
|
720
|
680
|
45,900
|
5100003
|
Conner 2
|
39.946228, -80.240644
|
720
|
680
|
45,900
|
17037
|
Phillips
|
39.933614, -80.293665
|
1,400
|
1,150
|
115,300
|
18155
|
Walker B
|
39.934471, -80.318565
|
1,400
|
1,600
|
67,500
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
MinDQ*
(Mcf / Day)
|
MaxDQ
(Mcf / Day)
|
5100014
|
Scott’s Run 1
|
39.93239, -80.32793
|
1,400
|
2,700
|
115,300
|
5100015
|
Scott’s Run 2
|
39.93239, -80.32793
|
1,400
|
2,700
|
115,300
|
M5225755
|
Scott's Run 3
|
39.93237, -80.32812
|
1,400
|
1,227
|
64,353
|
5100065
|
Moore MM B Run
|
39.92772, -80.33715
|
1,400
|
2,700
|
115,300
|
M5277181
|
Moore MM Run 2
|
39.92763, -80.33740
|
1440
|
1,150
|
28,800
|
5100039
|
West Run (NIJUS25)
|
39.913752, -80.303533
|
1,400
|
2,700
|
115,300
|
5100053
|
West Run – Hopewell Ridge
|
39.91312, -80.30316
|
1,400
|
2,511
|
87,994
|
5100055
|
Patterson 1
|
39.936506 , -80.310759
|
1,400
|
2,700
|
115,300
|
5100063
|
Patterson 2
|
39.936506 , -80.310759
|
1,400
|
2,700
|
115,300
|
5100057
|
Nicoloff 1
|
39.954037, -80.065039
|
720
|
720
|
45,900
|
M5224083
|
Nicoloff 2
|
39.954037, -80.065039
|
720
|
1,227
|
44,838
|
5100019
|
Pierce 2
|
39.90734, -80.28209
|
720
|
2,630
|
78,500
|
5100064
|
Pierce 3
|
39.90734, -80.28209
|
720
|
2,630
|
45,900
|
M5298308
|
Pierce MM D Run
|
39.90734, -80.28209
|
720
|
2,630
|
78,500
|
M5213961
|
Big Sky 1
|
39.99805556,-80.20277
|
720
|
1,750
|
78,500
|
M5213962
|
Big Sky 2
|
39.99805556, -80.20277
|
720
|
1,750
|
78,500
|
M5213963
|
Big Sky 3
|
39.99805556, -80.20277
|
720
|
1,030
|
45,900
|
M5220213
|
Petit 1
|
39.94523, -80.23994
|
720
|
1,227
|
44,838
|
M5220220
|
Petit 2
|
39.94523, -80.23994
|
720
|
1,227
|
44,838
|
M5220221
|
Petit 3
|
39.94523, -80.23994
|
720
|
726
|
26,240
|
M5248813
|
Petit 4
|
39.94684, -80.24028
|
1,440
|
1,227
|
64,353
|
M5248814
|
Petit 5
|
39.94684, -80.24028
|
1,440
|
1,227
|
64,353
|
M5248816
|
Petit 6
|
39.94684, -80.24028
|
1,440
|
1,227
|
64,353
|
M5254623
|
Petit 7
|
39.94684, -80.24028
|
1,440
|
1,227
|
64,353
|
M5224627
|
Alpha 1
|
39.960097, -80.130604
|
720
|
1,227
|
44,838
|
M5224714
|
Alpha 2
|
39.960097, -80.130604
|
720
|
1,227
|
44,838
|
M5274373
|
Alpha 3
|
39.960097, -80.130604
|
720
|
1,950
|
35,500
|
M5234610
|
Moninger Run 1
|
39.99511, -80.20636
|
1,440
|
1,227
|
64,353
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
MinDQ*
(Mcf / Day)
|
MaxDQ
(Mcf / Day)
|
M5234612
|
Moninger Run 2
|
39.99511, -80.20636
|
1,440
|
1,227
|
64,353
|
M5234613
|
Moninger Run 3
|
39.99511, -80.20636
|
1,440
|
1,227
|
64,353
|
M5235813
|
Moninger Run 4
|
39.99511, -80.20636
|
1,440
|
1,227
|
64,353
|
M5234486
|
Koloski Run 1
|
39.95875, -80.31068
|
1,440
|
1,227
|
64,353
|
M5234487
|
Koloski Run 2
|
39.95875, -80.31068
|
1,440
|
1,227
|
64,353
|
M5234488
|
Koloski Run 3
|
39.95875, -80.31068
|
1,440
|
1,227
|
64,353
|
17020
|
Iames
|
40.0308, -80.15266
|
720
|
726
|
37,660
|
M5219031
|
Shipman 1
|
39.991551, -80.194235
|
720
|
726
|
37,660
|
M5219033
|
Shipman 2
|
39.991551, -80.194235
|
720
|
1,227
|
64,353
|
M5258883
|
Shipman Gathering MM - Run 3
|
39.991551, -80.194235
|
720
|
1,950
|
35,500
|
33297
|
Ingram 590004
|
39.93929, -80.26466
|
720
|
356
|
16,118
|
33341
|
ROG46H1
|
39.94097, -80.26422
|
720
|
356
|
16,118
|
M5210064
|
Lacko 1
|
39.968683, -80.150911
|
720
|
1,227
|
64,353
|
M5210065
|
Lacko 2
|
39.968683, -80.150911
|
720
|
1,227
|
64,353
|
M5210066
|
Lacko 3
|
39.968683, -80.150911
|
720
|
1,227
|
64,353
|
M5234259
|
Yablonski 1
|
39.99347, -80.06271
|
1440
|
1,227
|
64,353
|
M5234260
|
Yablonski 2
|
39.99347, -80.06271
|
1440
|
1,227
|
64,353
|
M5226733
|
Beazer 1
|
39.92417, -80.10866
|
1440
|
1,227
|
64,353
|
M5226735
|
Beazer 2
|
39.92417, -80.10866
|
1440
|
1,227
|
64,353
|
M5249530
|
Beazer 3
|
39.92417, -80.10866
|
1440
|
1,556
|
57,163
|
M5238116
|
J & J
|
39.99807, -80.20293
|
1440
|
1,556
|
57,163
|
M5238117
|
J & J
|
39.99807, -80.20293
|
1440
|
1,556
|
57,163
|
M5248049
|
J & J
|
39.99807, -80.20293
|
1440
|
1,556
|
57,163
|
M5241305
|
Harden Farm 1
|
39.939969, -80.264877
|
1440
|
1,556
|
57,163
|
M5241307
|
Harden Farm 2
|
39.939969, -80.264877
|
1440
|
1,556
|
57,163
|
M5241308
|
Harden Farm 3
|
39.939969, -80.264877
|
1440
|
1,556
|
57,163
|
Meter ID
|
Meter Name
|
GPS Coordinates
|
MAOP
|
MinDQ*
(Mcf / Day)
|
MaxDQ
(Mcf / Day)
|
M5274165
|
Green Hill - Meter 1
|
39.89708,
-80.31778
|
1400
|
2,100
|
31,750
|
M5274166
|
Green Hill - Meter 2
|
39.89708,
-80.31778
|
1400
|
2,100
|
31,750
|
M5274167
|
Green Hill - Meter 3
|
39.89708,
-80.31778
|
1400
|
2,100
|
31,750
|
M5272524
|
Harris
|
39.95349, -80.19008
|
720
|
1,800
|
49,000
|
M5291357
|
Harris Run B
|
39.95349, -80.19008
|
720
|
1,800
|
49,000
|
M5283458
|
EPC Carpenter MM Run A
|
39.8864,
-80.3359
|
1400
|
1,800
|
49,000
|
M5283463
|
EPC Carpenter MM Run B
|
39.8864,
-80.3359
|
1400
|
1,800
|
49,000
|
M5283464
|
EPC Carpenter MM Run C
|
39.8864,
-80.3359
|
1400
|
1,800
|
49,000
|
M5344758
|
Kentor
|
39.877229,
-80.307607
|
1400
|
200
|
6,500
|
2.
|
Responsibility for Interconnect Facility Equipment
. Each of the following tables establish, for the meter specified in the cell located in the first row of the first column of such table (or, if no meter is specified in such cell, then for each meter not specified in any of the other tables included below) the design, construction, operation, maintenance and cost responsibility for certain aspects of the Interconnect Facilities. All of the following design responsibilities designated as Producer’s responsibility shall be incorporated into the design and construction of the Interconnect Facilities.
|
Pierce 2, 5100019
Pierce 3, 5100064
Pierce MM D Run, M5298308
STATION EQUIPMENT
|
REQUIRED
|
DESIGN
|
INSTALL
|
OWNERSHIP
|
OPERATE
|
MAINTAIN
|
SPECIAL PROVISIONS/ EQUIPMENT SPECS.
|
PIPING
|
|
|
|
|
|
|
|
Pipeline-Tap & Valve
|
Yes
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
12” Tee
|
Inlet & Station Piping
|
Yes
|
Producer
|
Producer
|
Producer
|
Producer
|
Producer
|
|
Outlet & Station Piping
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
12”
|
Test Station - inlet piping
|
Yes
|
Producer
|
Producer
|
Producer
|
Producer
|
Producer
|
|
Test Station - outlet piping
|
Yes
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
|
Corrosion coupon
|
Yes
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
|
GAS CONDITIONING
|
|
|
|
|
|
|
|
Filter Separator
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Producer
|
Producer
|
Shawndra Filter
|
Liquid Level Shutoff
|
No
|
|
|
|
|
|
16” Barrel
|
MEASUREMENT
|
|
|
|
|
|
|
|
Meter & Meter Runs
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
(2) 8” Orifice, (1) 6” Orifice
|
Meter & Flow Control Risers, Valves, etc…
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
Electronic Measurement & Telecom Hardware
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
Eagle/1 RTU (ea meter) and Eagle /5 RTU per interconnect
|
GAS QUALITY
|
|
|
|
|
|
|
|
Chromatograph
|
No
|
|
|
|
|
|
|
Continuous Sampler
|
No
|
|
|
|
|
|
|
H2O Dew Point Analyzer
|
No
|
|
|
|
|
|
|
Oxygen Analyzer
|
No
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
H2S Monitor
|
No
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
PRESSURE / FLOW CONTROL
|
|
|
|
|
|
|
|
Primary Pressure Control
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
2X 6” CV/OPP + 1X4” CV/OPP
|
Overpressure Device
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
2X 6” OPP + 1X4” OPP
|
Station Isolation Valve
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
12”
|
Flow Control Valve
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
2X 6” + 1X4” CV (same devices as the top)
|
Heat
|
No
|
Gatherer
|
Producer
|
Producer
|
Producer
|
Producer
|
|
Check Valve
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Producer
|
Producer
|
2 X 8” + 1X6”
|
ODORIZATION
|
|
|
|
|
|
|
|
Odorizer & Controls
|
No
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
MISCELLANEOUS
|
|
|
|
|
|
|
|
Communication service
|
Yes
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
Gatherer
|
EQT Spec
|
Electrical Service
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
Solar
|
Building - Gas Chromatograph
|
No
|
|
|
|
|
|
|
Building - Odorizer
|
No
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
Fence/Vehicle Barrier/Signage
|
Yes
|
Gatherer
|
Producer
|
Producer
|
Gatherer
|
Producer
|
|
Air Permit
|
TBD
|
Producer
|
Producer
|
Producer
|
Producer
|
Producer
|
|
Kentor, M5344758
STATION EQUIPMENT |
REQUIRED
|
DESIGN SPECIFICATIONS
|
INSTALL
|
OWNERSHIP
|
OPERATE
|
MAINTAIN
|
PIPING
|
||||||
Company Pipeline Tap & Valve
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Inlet Piping
|
Yes
|
Customer
|
Customer
|
Customer
|
Customer
|
Customer
|
Station & Outlet Piping
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Cathodic Protection - Station, & Outlet Piping
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Cathodic Protection - Company Tap & Valve
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
GAS CONDITIONING
|
||||||
Filter Separator
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Particulate Filter
|
No
|
|
|
|
|
|
Liquid Level Shutoff
|
No
|
|
|
|
|
|
MEASUREMENT
|
||||||
Meter & Meter Runs
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Meter & Flow Control Risers, Valves, etc…
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Electronic Measurement & Telecomm Hardware
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
GAS QUALITY
|
||||||
Chromatograph
|
No
|
|
|
|
|
|
Moisture Analyzer
|
No
|
|
|
|
|
|
Oxygen Analyzer
|
No
|
|
|
|
|
|
Hydrogen Sulfide Analyzer
|
No
|
|
|
|
|
|
PRESSURE / FLOW CONTROL
|
||||||
Overpressure Protection Device
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Primary Pressure Control
|
No
|
|
|
|
|
|
Flow Control
|
No
|
|
|
|
|
|
Remote Shutoff Valve
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Heater
|
No
|
|
|
|
|
|
Check Valve
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
ODORIZATION
|
||||||
Odorizer & Controls
|
No
|
|
|
|
|
|
MISCELLANEOUS
|
||||||
Communication Service(s)
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Electrical Service
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
Building - Gas Chromatograph
|
No
|
|
|
|
|
|
Building / Enclosure - Odorizer
|
No
|
|
|
|
|
|
Fence/Vehicle Barrier/Signage
|
Yes
|
Company
|
Company
|
Company
|
Company
|
Company
|
|
EQM Midstream Partners, LP
|
|
|
|
/s/ THOMAS F. KARAM
|
|
Thomas F. Karam
|
|
President and Chief Executive Officer, EQGP Services, LLC, the registrant’s General Partner
|
|
EQM Midstream Partners, LP
|
|
|
|
/s/ KIRK R. OLIVER
|
|
Kirk R. Oliver
|
|
Senior Vice President and Chief Financial Officer, EQGP Services, LLC, the registrant’s General Partner
|
/s/ THOMAS F. KARAM
|
|
|
April 30, 2019
|
Thomas F. Karam
President and Chief Executive Officer, EQGP Services, LLC, EQM’s General Partner
|
|
|
|
|
|
|
|
|
|
|
|
/s/ KIRK R. OLIVER
|
|
|
April 30, 2019
|
Kirk R. Oliver
Senior Vice President and Chief Financial Officer, EQGP Services, LLC, EQM’s General Partner
|
|
|