Fitch Rates EQT Midstream Notes 'BBB-'

  Fitch Rates EQT Midstream Notes 'BBB-'

Business Wire

NEW YORK -- July 28, 2014

Fitch Ratings expects to rate EQT Midstream Partners, LP (EQM)'s proposed
senior unsecured notes 'BBB-'. Proceeds from the note offering will be used to
repay borrowings on the senior unsecured revolver and for general partnership
purposes.

KEY RATINGS DRIVERS

The 'BBB-' rating is supported by EQM's fixed fee long-term contracts with a
15-year weighted average contract life as of year-end 2013, low leverage,
plans to operate with strong distribution coverage, and strategy to grow via
dropdowns from its sponsor, EQT Corporation (EQT; rated 'BBB-'/Outlook Stable
by Fitch) and to capitalize on organic growth opportunities.

Concerns include EQM's significant customer concentration with EQT. In the
first quarter of 2014, EQT accounted for 51% of revenues. While this is well
below customer concentration in 2013, when EQT accounted for 77% of revenues
prior to the sale of Equitable Gas Distribution, it remains relatively high.
Since the closing of the Jupiter Gathering System (Jupiter) in May 2014, Fitch
expects revenues from EQT to significantly increase for 2014 from the first
quarter of the year. Other concerns include EQM's relatively small size and
concentration in the Marcellus.

To grow EBITDA and distributable cash flows (DCF) particularly for a public
MLP, Fitch expects to see significant spending for growth via dropdowns and
organic growth at EQM. The manner in which the partnership funds growth going
forward will be a significant driver of future credit quality. EQM's current
adjusted leverage is 2x since it has largely financed growth with equity
issuance, therefore, Fitch views the partnership as having the ability to fund
growth with additional debt. Since the IPO two years ago, management has grown
EQM at a measured pace and conservatively. With the issuance of new notes,
Fitch forecasts year-end 2014 adjusted leverage to be under 3x on a pro forma
basis for the Jupiter acquisition.

EQM's sponsor, EQT has an inventory of midstream assets available for future
dropdowns. EQM expects to continue to acquire assets from EQT which has a
significant and growing inventory of midstream assets. EQT's midstream assets
are strategically located near its own production. Consequently, once assets
are moved from EQT to EQM, EQT's natural gas production fills the majority of
midstream assets whether it is transmission, storage or gathering. In addition
to dropdowns, EQM has its own growth projects which are bolt-on projects to
the existing portfolio of midstream assets.

Fitch views EQT as a driver of EQM's future growth. In addition to EQT having
an inventory of midstream assets for potential dropdowns, Fitch also believes
that EQT's own production growth will provide opportunities for EQM. Between
2009 and 2013, EQT's sales volumes have increased 39% on a compound annual
growth rate. This is substantially above many of its peers and the growth rate
is attributed to EQT's position in the Marcellus/Upper Devonian which
attributed to 78% of sales volumes in the first quarter of 2014. The
Marcellus/Upper Devonian volumes increased 50% in the recent quarter versus
the year ago period. In 2009, EQT's total production was 284 mmcfe/day. During
the first quarter of 2014, it rose to approximately 1,179 mmcfe/day.
Furthermore, EQT's reserve life is 22.7 years when evaluating reserves to
production; the more conservative look at reserve life is proved
developed/production which is 10.9 years.

Liquidity at EQM appears healthy. As of June 30, 2014, EQM had $26 million of
cash on the balance sheet. In addition, it had $420 million available on its
$750 million senior unsecured revolver which extends until 2019.

EQM's bank agreement restricts leverage (as defined by the bank agreement)
from exceeding 5.0x at the end of any quarter. With permitted acquisitions
which are defined as $25 million or greater in any 12 month period, leverage
cannot exceed 5.5x for the next three consecutive quarters. Other covenants
include restrictions on liens, transactions with affiliates, restricted
payments, restrictions on mergers and fundamental changes, restrictions on
asset sales, debt and investments. Like other MLP bank agreements, EQM
receives pro forma EBITDA adjustments for material projects for its leverage
calculation.

EQM remains somewhat small yet has increased in size over the last two years.
Fitch views the $750 million bank agreement as a reflection of the
partnership's opportunities for growth. Currently, the only debt EQM has is
the revolver. Fitch would expect EQM to access the debt capital markets to
term out revolver borrowings.

Fitch believes that dropdown of assets from EQT to EQM will continue to be
significant for EQM as it seeks to expand its operations, increase
distributable cash flow and distributions paid to unitholders.

The most recent dropdown of midstream assets from EQT was the May 2014
acquisition of Jupiter. EQM paid $1.12 billion in cash and $59 million of
common and general partnership units for the transaction. The gathering system
is located in the Marcellus and has 10-year fixed-fee contracts with EQT.
Fitch notes this transaction was approximately twice as large as the prior
dropdown, which was for Sunrise Pipeline, LLC. That transaction occurred in
July 2013 for a $540 million including $507.5 million in cash, $32.5 million
in common and general partnership units. An additional consideration of $110
million was paid to EQT in the first quarter of 2014 following the EQT's sale
of Equitable Gas Company.

In 2014, the partnership forecasts expansion capex in the range of $200
million to $220 million. Maintenance capex is expected to be $17 million to
$18 million.

The distribution coverage was 1.5x for the LTM ending with the second quarter
of 2014. The partnership's long-term target for the distribution coverage
ratio is 1.1x. Since the IPO in July 2102, distributions to unitholders have
increased 40%. EQM plans to increase distributions 29% in 2014 and 22% in
2015.

EQM has two segments, transmission and storage, and gathering. Transmission
and storage is the larger segment with transmission accounting for 89% of the
first quarter revenues. The largest transmission asset is the Equitrans
Transmission system which is a 700-mile FERC regulated interstate pipeline in
the Marcellus. In 2013, EQT accounted for 80% of transportation revenues.
Storage accounted for 5% of first quarter revenues and its assets include 32
Bcf of natural gas storage capacity. EQT accounted for 61% of 2013's storage
revenues.

In the first quarter of 2014, gathering accounted for 6% of revenues. The
gathering segment had a weighted average contract life of 10 years. As of
year-end 2013, EQM had 2,300 receipt points with a number of gas producers.
EQT accounted for 53% of the 58 BBtu/d of natural gas gathered on the system.
While this segment accounted for 6% of first quarter revenues, Fitch expects
this to significantly increase following the Jupiter transaction which closed
in May.

EQT owns the 2% general partnership (GP) interest and 34.4% the limited
partnership (LP) interest of EQM.

RATING SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to
positive rating action include:

--Positive rating action is not viewed as likely in the near term given EQM's
significant ties to EQT which is rated 'BBB-'; however, a significant increase
in third party volumes for a sustained period of time and an increase in size
and scale could prompt positive rating action if coupled with low leverage.

Negative: Future developments that may, individually or collectively, lead to
a negative rating action include:

--Material changes in EQM's strategy to manage the balance sheet
conservatively;

--Leverage (defined as debt to adjusted EBITDA) in excess of 4.5x on a
sustained basis if its size and scope are not materially larger;

--Inability to grow EBITDA as expected given significant spending (via
acquisitions and strategic capex) for growth;

--Significant increases in arrangements which are not fee based which could
result in more volatile cash flows.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Liquidity Review: Pipelines, Midstream and MLPs' (July 2014);

--'Pipelines, Midstream, and MLP Stats Quarterly - First Quarter 2014' (June
2014);

--'U.S. Midstream Dashboard' (June 2014);

--'Non-Traditional MLP Assets (Changing Mix, Changing Risk)' (May 2014);

--'MLP Parity Act (Renewables Have Potential to Provide Growth Once Shale
Ramps Down)' (March 2014);

--'Corporate Rating Methodology - Including Short-Term Ratings and Parent and
Subsidiary Linkage' (May 2014);

--'Rating Pipelines, Midstream and MLPs - Sector Credit Factors' (January
2014).

Applicable Criteria and Related Research:

Liquidity Review: Pipelines, Midstream and MLPs

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=752807

U.S. Midstream Dashboard

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=751223

Non-Traditional MLP Assets (Changing Mix, Changing Risk)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=747370

MLP Parity Act (Renewables Have Potential to Provide Growth Once Shale Ramps
Down)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=738615

Corporate Rating Methodology -- Including Short-Term Ratings and Parent and
Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=749393

Rating Pipelines, Midstream and MLPs -- Sector Credit Factors

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=722082

Pipelines, Midstream and MLP Stats Quarterly -- First-Quarter 2014
(First-Quarter Review)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=750842

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=841974

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Contact:

Fitch Ratings
Primary Analyst
Kathleen Connelly, +1 212-908-0290
Director
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Peter Molica, +1 212-908-0288
Senior Director
or
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Senior Director
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