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EQT GP Holdings, LP Prices Initial Public Offering

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EQT GP Holdings, LP, a Delaware limited partnership and an EQT Corporation company, today announced the pricing of its initial public offering of 23,000,000 common units representing limited partner interests at $27.00 per common unit. The underwriters have been granted a 30-day option to purchase up to an additional 3,450,000 common units at the initial public offering price, less underwriting discounts and commissions. The common units of EQT GP Holdings are expected to begin trading on the New York Stock Exchange under the symbol “EQGP” on May 12, 2015. The offering is expected to close on May 15, 2015, subject to customary closing conditions.

Upon conclusion of the offering, the public ownership will represent an 8.6% limited partner interest in EQT GP Holdings, or 9.9% limited partner interest if the underwriters exercise their overallotment option in full. EQT Corporation will hold a 91.4% limited partner interest and a non-economic general partner interest in EQT GP Holdings, or 90.1% if the underwriters exercise their overallotment option in full.

Barclays, Goldman, Sachs & Co., BofA Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, J.P. Morgan, RBC Capital Markets and Wells Fargo Securities are acting as joint book-running managers for the offering; MUFG, BNP PARIBAS, PNC Capital Markets LLC, Scotia Howard Weil, SunTrust Robinson Humphrey, Ladenburg Thalmann, Oppenheimer & Co. and U.S. Capital Advisors are acting as co-managers for the offering.

This offering of common units will be made only by means of a prospectus. When available, a written prospectus, which meets the requirements of Section 10 of the Securities Act of 1933, may be obtained through:

c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 1-888-603-5847

Goldman, Sachs & Co.
Attn: Prospectus Department
200 West Street

New York, NY 10282

Telephone: 1-866-471-2526

BofA Merrill Lynch
Attn: Prospectus Department
222 Broadway
New York, NY 10038

c/o Broadridge Financial Solutions
1155 Long Island Avenue

Edgewood, NY 11717

Telephone: 1-800-831-9146

Credit Suisse
Attn: Prospectus Department
One Madison Avenue
New York, NY 10010
Telephone: 1-800-221-1037

Deutsche Bank Securities
Attn: Prospectus Group
60 Wall Street
New York, NY 10005

Telephone: 1-800-503-4611

J.P. Morgan
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 1-888-803-9204

RBC Capital Markets
Attn: Equity Syndicate
Three World Financial Center
200 Vesey Street, 8th Floor
New York, NY 10281
Telephone: 1-877-822-4089

Wells Fargo Securities
Attn: Equity Syndicate Dept.
375 Park Avenue
New York, NY 10152
Telephone: 1-800-326-5897

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About EQT GP Holdings, LP:

EQT GP Holdings, LP is a limited partnership formed to own partnership interests in EQT Midstream Partners, LP (NYSE:EQM) , a growth-oriented limited partnership formed by EQT Corporation (NYSE:EQT) to own, operate, acquire, and develop midstream assets in the Appalachian Basin. EQT Midstream Partners, LP provides midstream services to EQT Corporation and third-party companies through its strategically located transmission, storage, and gathering systems that service the Marcellus and Utica regions. EQT Midstream Partners, LP owns 700 miles and operates an additional 200 miles of FERC-regulated interstate pipelines and also owns more than 1,500 miles of high- and low-pressure gathering lines.

Cautionary Statements

Disclosures in this press release contain certain forward-looking statements. Statements that do not relate strictly to historical or current facts are forward-looking. These statements involve risks and uncertainties including, among others that our business plans may change as circumstances warrant and securities of EQT GP Holdings, LP may not ultimately be offered to the public because of general market conditions or other factors. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

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