10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from_______ to_______              

Commission File Number: 001-36789

Rice Midstream Partners LP

(Exact name of registrant as specified in its charter)

Delaware	47-1557755
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2200 Rice Drive Canonsburg, Pennsylvania	15317
(Address of principal executive offices)	(Zip code)
(724) 271-7200
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes ¨No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þYes ¨No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
(Do not check if a smaller reporting company)	Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes þNo

At October 31, 2017, there were 102,303,108 units (consisting of 73,549,485 common units and 28,753,623 subordinated units) outstanding.

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RICE MIDSTREAM PARTNERS LP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

	Page
Cautionary Statement Regarding Forward-Looking Statements	3
Commonly Used Defined Terms	4
PART I
Item 1. Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk	30
Item 4. Controls and Procedures	31
PART II
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 6. Exhibits	33
Signatures	34
Exhibit Index	35
Glossary of Terms	36

2

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements.” All statements, other than statements of historical fact, included in this Quarterly Report regarding our strategy, future operations, financial position, estimated revenues and income/losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”) and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the “June 30, 2017 Quarterly Report”), on file with the Securities and Exchange Commission (the “SEC”).

Forward-looking statements may include statements about:

• the ability of Rice Energy or our other customers to meet their drilling and development plans on a timely basis or at all;

• Rice Energy’s pending merger with EQT corporation;

• our business strategy;

• realized natural gas, natural gas liquids (“NGLs”) and oil prices;

• competition and government regulations;

• actions taken by third-party producers, operators, processors and transporters;

• pending legal or environmental matters;

• costs of conducting our gathering and compression and water services operations;

• general economic conditions;

• credit and capital markets;

• operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

• uncertainty regarding our future operating results; and

• plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our gathering and compression and water services businesses. These risks include, but are not limited to, commodity price volatility; inflation; environmental risks; regulatory changes; the uncertainty inherent in projecting future throughput volumes, cash flow and access to capital; the timing of development expenditures of Rice Energy or our other customers; and the other risks described under “Item 1A. Risk Factors” in the 2016 Annual Report and the June 30, 2017 Quarterly Report.

Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

3

Commonly Used Defined Terms

As used in the Quarterly Report, unless the context indicates or otherwise requires, the following terms have the following meanings:

• “Rice Midstream Partners LP,” the “Partnership,” “we,” “our,” “us” or like terms refers to Rice Midstream Partners LP and its consolidated subsidiaries;

• “our general partner” refers to Rice Midstream Management LLC, a subsidiary of Rice Energy;

• “Rice Energy” refers to Rice Energy Inc. and its consolidated subsidiaries;

• “GP Holdings” refers to Rice Midstream GP Holdings LP, a subsidiary of Rice Energy;

• “Vantage” refers collectively to Vantage Energy, LLC and Vantage Energy II, LLC;

• “Vantage Midstream Entities” refers collectively to Vantage Energy II Access, LLC and Vista Gathering, LLC; and

• “EQT” refers to EQT Corporation.

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PART I

Rice Midstream Partners LP

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)	September 30, 2017			December 31, 2016
Assets
Current assets:
Cash	$	1,810		$	21,834
Accounts receivable	18,855			8,758
Accounts receivable - affiliate	19,872			11,838
Prepaid expenses, deposits and other	1,640			64
Total current assets	42,177			42,494
Long-term assets:
Property and equipment, net	913,425			805,027
Deferred financing costs, net	9,482			12,591
Goodwill	496,588			494,580
Intangible assets, net	43,306			44,525
Total assets	$	1,504,978		$	1,399,217
Liabilities and partners’ capital
Current liabilities:
Accounts payable	$	12,953		$	4,172
Accrued capital expenditures	26,732			9,074
Other accrued liabilities	4,675			8,376
Total current liabilities	44,360			21,622
Long-term liabilities:
Long-term debt	222,000			190,000
Other long-term liabilities	6,399			5,189
Total liabilities	272,759			216,811
Partners’ capital:
Common units (73,549,485 and 73,519,133 issued and outstanding at September 30, 2017 and December 31, 2016, respectively)	1,311,205			1,276,036
Subordinated units (28,753,623 issued and outstanding at September 30, 2017 and December 31, 2016)	(78,986		)	(93,630		)
Total partners’ capital	1,232,219			1,182,406
Total liabilities and partners’ capital	$	1,504,978		$	1,399,217

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Rice Midstream Partners LP

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except per unit data)	2017			2016			2017			2016
Operating revenues:
Affiliate	$	63,599		$	28,260		$	178,870		$	105,267
Third-party	18,102			12,807			37,958			36,890
Total operating revenues	81,701			41,067			216,828			142,157
Operating expenses:
Operation and maintenance expense	10,259			4,596			28,139			17,348
General and administrative expense (1)	6,434			4,945			19,472			15,408
Depreciation expense	7,667			5,489			22,831			17,714
Acquisition costs	35			—			529			73
Amortization of intangible assets	412			411			1,220			1,222
Other expense	2,247			90			2,380			239
Total operating expenses	27,054			15,531			74,571			52,004
Operating income	54,647			25,536			142,257			90,153
Other income	13			—			54			—
Interest expense	(2,154		)	(402		)	(6,031		)	(2,369		)
Amortization of deferred finance costs	(1,052		)	(145		)	(3,151		)	(433		)
Net income	$	51,454		$	24,989		$	133,129		$	87,351
Calculation of limited partner interest in net income:
Net income	$	51,454		$	24,989		$	133,129		$	87,351
Less: General partner interest in net income attributable to incentive distribution rights	1,949			427			4,779			540
Limited partner net income	$	49,505		$	24,562		$	128,350		$	86,811
Net income per limited partner unit:
Common units (basic)	$	0.48		$	0.30		$	1.25		$	1.15
Common units (diluted)	$	0.48		$	0.30		$	1.25		$	1.14
Subordinated units (basic and diluted)	$	0.48		$	0.30		$	1.25		$	1.17
Cash distributions declared per limited partner unit:
Common units	$	0.2814		$	0.2370		$	0.8133		$	0.6705
Subordinated units	$	0.2814		$	0.2370		$	0.8133		$	0.6705

(1) General and administrative expense includes charges from Rice Energy of $5.6 million and $4.4 million for the three months ended September 30, 2017 and 2016, respectively, and $16.8 million and $12.7 million for the nine months ended September 30, 2017 and 2016, respectively.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Rice Midstream Partners LP

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
(in thousands)	2017			2016
Cash flows from operating activities:
Net income	$	133,129		$	87,351
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	22,831			17,714
Amortization of intangibles	1,220			1,222
Amortization of deferred financing costs	3,151			433
Equity compensation expense	429			2,672
Changes in operating assets and liabilities:
Accounts receivable and receivable from affiliate	(18,131		)	(3,102		)
Prepaid expenses and other assets	(1,577		)	(5		)
Accounts payable and payable to affiliate	1,361			26
Accrued liabilities and other	(3,723		)	3,193
Net cash provided by operating activities	138,690			109,504
Cash flows from investing activities:
Capital expenditures	(99,234		)	(97,679		)
Acquisitions	(7,654		)	—
Net cash used in investing activities	(106,888		)	(97,679		)
Cash flows from financing activities:
Proceeds from borrowings	32,000			43,000
Repayments of borrowings	—			(186,000		)
Proceeds from ATM program, net	—			15,713
Proceeds from June 2016 equity offering, net	—			164,029
Additions to deferred financing costs	(81		)	(206		)
Contributions from parent	—			39
Employee tax withholding for settlement of common unit award vestings	—			(1,280		)
Distributions to related parties	(26,215		)	(18,228		)
Distributions to public unitholders	(57,530		)	(28,855		)
Net cash used in financing activities	(51,826		)	(11,788		)
Net (decrease) increase in cash	(20,024		)	37
Cash at the beginning of the year	21,834			7,597
Cash at the end of the period	$	1,810		$	7,634
(in thousands)
Supplemental disclosure of cash flow information:
Capital expenditures financed by accounts payable	$	9,658		$	2,378
Capital expenditures financed by accrued capital expenditures	$	26,732		$	12,270

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Rice Midstream Partners LP

Condensed Consolidated Statements of Partners’Capital

(Unaudited)

	Limited Partners
(in thousands)	Common			Subordinated & Incentive Distribution Right Holders			Total
Balance, January 1, 2016	$	624,557		$	(112,723	)	$	511,834
Contributions from parent	—			39			39
Equity compensation expense	1,492			—			1,492
Distributions to unitholders	(28,855		)	(18,228		)	(47,083		)
Common units issued in June equity 2016, net of offering costs	164,029			—			164,029
Common units issued in ATM program, net of offering costs	15,713			—			15,713
Net income	53,199			34,152			87,351
Balance, September 30, 2016	$	830,135		$	(96,760	)	$	733,375
Balance, January 1, 2017	$	1,276,036		$	(93,630	)	$	1,182,406
Equity compensation expense	429			—			429
Distributions to unitholders	(57,530		)	(26,215		)	(83,745		)
Net income	92,270			40,859			133,129
Balance, September 30, 2017	$	1,311,205		$	(78,986	)	$	1,232,219

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Rice Midstream Partners LP

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

Rice Midstream Partners LP (the “Partnership”) is a Delaware limited partnership formed by Rice Energy Inc. (“Rice Energy”) in August 2014. References in these unaudited condensed consolidated financial statements to Rice Energy refer collectively to “Rice Energy” and its consolidated subsidiaries, other than the Partnership and its consolidated subsidiaries.

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of September 30, 2017 and December 31, 2016, its condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, and its condensed consolidated statements of cash flows and partners’ capital for the nine months ended September 30, 2017 and 2016.

Proposed Rice Energy Merger with EQT Corporation

On June 19, 2017, Rice Energy entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation, a Pennsylvania corporation (“EQT”), and Eagle Merger Sub I, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of EQT (“Merger Sub”), pursuant to which EQT will acquire Rice Energy in exchange for a combination of shares of EQT common stock and cash. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Rice Energy, with Rice Energy continuing as the surviving entity and an indirect, wholly-owned subsidiary of EQT (the “Merger”). Immediately after the effective time of the Merger (the “Effective Time”), Rice Energy shall be merged with and into an indirect, wholly-owned limited liability company subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as an indirect, wholly-owned subsidiary of EQT.The completion of the Merger is subject to satisfaction or waiver of several conditions, including approval by the stockholders of Rice Energy and EQT and certain customary regulatory and other closing conditions, and is expected to close in the fourth quarter of 2017.

As a result of the Merger, immediately after the Effective Time, EQT will acquire beneficial ownership, indirectly through Rice Energy Operating LLC, a Delaware limited liability company and a subsidiary of Rice Energy (“REO”), of 3,623 common units representing limited partnership interests in the Partnership, and 28,753,623 subordinated units representing limited interests in the Partnership, and all incentive distribution rights of the Partnership. Additionally, as a result of the Merger, EQT will indirectly own and control, indirectly through REO, Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). EQT will therefore retain the right to appoint all members of the board of directors of the General Partner and will control the Partnership subsequent to the close of the Merger.

The Merger Agreement provides for certain termination rights for both Rice Energy and EQT, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by February 19, 2018 (which may be extended by either party to May 19, 2018 under certain circumstances). Upon termination of the Merger Agreement under certain specified circumstances, Rice Energy may be required to pay EQT, or EQT may be required to pay Rice Energy, a termination fee of $255.0 million. In addition, if the Merger Agreement is terminated because of a failure of a party’s shareholders to approve the proposals required to complete the Merger, that party may be required to reimburse the other party for its transaction expenses in an amount equal to $67.0 million.

On October 12, 2017, Rice Energy and EQT filed the definitive joint proxy statement/prospectus for each of Rice Energy and EQT and commenced mailing the definitive joint proxy statement/prospectuses to shareholders of Rice Energy and EQT. The Company and EQT will each hold a special meeting of shareholders on November 9, 2017.

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2. Acquisitions

Vantage Acquisition

On September 26, 2016, the Partnership entered into a Purchase and Sale Agreement by and between the Partnership and Rice Energy (the “Midstream Purchase Agreement”). Pursuant to the terms of the Midstream Purchase Agreement, and following the close of Rice Energy’s acquisition of Vantage Energy, LLC and Vantage Energy II, LLC (collectively, “Vantage”) and their subsidiaries (the “Vantage Acquisition”), on October 19, 2016, the Partnership acquired from Rice Energy all of the outstanding membership interests of Vantage Energy II Access, LLC and Vista Gathering, LLC (the “Vantage Midstream Entities”). The Vantage Midstream Entities own midstream assets, including approximately 30 miles of dry gas gathering and compression assets and water assets. In consideration for the acquisition of the Vantage Midstream Entities (the “Vantage Midstream Asset Acquisition”), the Partnership paid Rice Energy $600.0 million in aggregate consideration, which the Partnership paid in cash with the net proceeds of its private placement of common units (the “2016 Private Placement”) of $441.0 million and borrowings under its revolving credit facility (defined in Note 3) of $159.0 million. The purchase price allocation ascribed approximately $144.6 million to property and equipment, $0.4 million in net working capital, and $455.0 million to goodwill.

The Partnership’s acquisition of the Vantage Midstream Entities from Rice Energy is accounted for as a combination of entities under common control at historical cost. As the Vantage Midstream Asset Acquisition occurred concurrently with the Vantage Acquisition, no predecessor period existed which would warrant retrospective recast of our financial statements.

The purchase price allocation was performed by Rice Energy. The fair values of the assets acquired were determined using various valuation techniques, including the cost approach. The assumed purchase price and fair values have been prepared with the assistance of external specialists, and represent Rice Energy’s best estimate of the fair values of the assets acquired. Goodwill related to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment.

Post-Acquisition Operating Results

The Vantage Midstream Entities contributed the following to the Partnership’s condensed consolidated operating results for the three and nine months ended September 30, 2017.

	Three Months Ended		Nine Months Ended
(in thousands)	September 30, 2017		September 30, 2017
Operating revenues	$	17,755	$	45,588
Net income	$	14,485	$	33,680

Unaudited Pro Forma Information

The following unaudited pro forma combined financial information presents the Partnership’s results as though the acquisition of the Vantage Midstream Entities and the 2016 Private Placement had been completed at January 1, 2016.

	Pro Forma
	Three Months Ended		Nine Months Ended
(in thousands, except per unit data)	September 30, 2016		September 30, 2016
Operating revenues	$	57,357	$	191,871
Limited partner net income	$	34,156	$	115,538
Earnings per common unit (basic)	$	0.33	$	1.20
Earnings per common unit (diluted)	$	0.33	$	1.20
Earnings per subordinated unit	$	0.33	$	1.21

Other Acquisitions

As of September 30, 2017, the Partnership acquired the remaining 32.5% interest in the gas gathering systems, facilities and pipelines in the Wind Ridge area for $7.6 million. The Partnership’s total purchase price, inclusive of the 67.5% interest acquired in conjunction with the Vantage Midstream Asset Acquisition, was approximately $22.0 million, of which $16.2 million was ascribed to property and equipment and $5.8 million to goodwill.

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3. Long-Term Debt

OnDecember 22, 2014,Rice Midstream OpCo LLC, the Partnership’s wholly-owned subsidiary (“Rice Midstream OpCo”), entered into a revolving credit agreement(as amended, the “revolving credit facility”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders.

As ofSeptember 30, 2017, the revolving credit facility provided for lender commitments of$850.0 million, with an additional$200.0 millionof commitments available under an accordion feature, subject to lender approval. As ofSeptember 30, 2017,Rice Midstream OpCohad$222.0 millionborrowings outstanding andnoletters of credit outstanding under this facility, resulting in availability of$628.0 million. The average daily outstanding balance of the credit facility was approximately$205.2 millionand interest was incurred on the facility at a weighted average annual interest rate of3.0%during thenine months ended September 30, 2017. The revolving credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. The Partnership and its restricted subsidiaries are the guarantors of the obligations under the revolving credit facility, which matures onDecember 22, 2019.

Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect, and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio then in effect. The carrying amount of the revolving credit facility is comprised of borrowings for which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximates fair value as of September 30, 2017 and represents a Level 2 measurement. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.

The Partnership’s revolving credit facility also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the revolving credit facility to be immediately due and payable. The Partnership was in compliance with such covenants effective as of September 30, 2017.

Interest paid in cash was approximately $6.4 million and $2.7 million for the nine months ended September 30, 2017 and 2016, respectively.

4. Commitments and Contingencies

Litigation

From time to time, the Partnership is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to the Partnership cannot be predicted with certainty, the Partnership believes that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows. When it is determined that a loss is probable of occurring and is reasonably estimable, the Partnership accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Partnership discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.

Lease Obligations

The Partnership has lease obligations for compression equipment under existing contracts with third parties. Rent expense included in operation and maintenance expense for the three and nine months ended September 30, 2017 was $0.3 million and $1.1 million, respectively, and $0.4 million and $1.2 million for the three and nine months ended September 30, 2016, respectively. Future payments for this equipment as of September 30, 2017 totaled $5.1 million (remainder of 2017: $1.5 million; 2018: $1.2 million; 2019: $1.2 million; 2020: $0.6 million; 2021: $0.3 million and thereafter: $0.3 million).

Water Assets Conveyance

In consideration for the acquisition of Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities (the “Water Assets”), on November 4, 2015, the Partnership paid Rice Energy $200.0 million in cash plus an additional amount that would be paid if certain of the conveyed systems’ capacities increased by 5.0 MMgal/d on or prior to December 31, 2017, equal to $25.0 million less the capital expenditures expended by the Partnership to achieve such increase, in accordance with the terms of the Purchase and Sale Agreement, by and between the Partnership and Rice Energy dated November 4, 2015.

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The Partnership has not recorded a contingent liability associated with the additional consideration as the required capacity increases were not considered probable as of September 30, 2017.

5. Partners’ Capital

The following table presents the Partnership’s common and subordinated units issued from January 1, 2016 through September 30, 2017:

	Limited Partners
	Common	Subordinated	Total
Balance, January 1, 2016	42,163,749	28,753,623	70,917,372
Equity offering in June 2016	9,200,000	—	9,200,000
Equity offering in October 2016	20,930,233	—	20,930,233
Common units issued under ATM program	944,700	—	944,700
Vested phantom units, net	280,451	—	280,451
Balance, December 31, 2016	73,519,133	28,753,623	102,272,756
Vested phantom units, net	30,352	—	30,352
Balance, September 30, 2017	73,549,485	28,753,623	102,303,108

As of September 30, 2017, Rice Midstream GP Holdings LLC (“GP Holdings”) owned approximately 28% of the Partnership consisting of 3,623 common units, 28,753,623 subordinated units and all of the incentive distribution rights.

6. Net Income per Limited Partner Unit and Cash Distributions

The Partnership’s net income is allocated to the limited partners, including subordinated unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to the incentive distribution rights held by GP Holdings. The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution rights is limited to cash available for distribution for the period. The Partnership’s net income allocable to the limited partners is allocated between common and subordinated unitholders by applying the provisions of the Partnership’s partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the Rice Midstream Partners LP 2014 Long-Term Incentive Plan (the “LTIP”), were exercised, settled or converted into common units. When it is determined that potential common units should be included in diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.

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The following table presentsPartnership’scalculation of net income per limited partner unit for common and subordinated limited partner units.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except unit data)	2017		2016		2017		2016
Net income	$	51,454	$	24,989	$	133,129	$	87,351
Less: General partner interest in net income attributable to incentive distribution rights	1,949		427		4,779		540
Limited partner net income	$	49,505	$	24,562	$	128,350	$	86,811
Net income allocable to common units	$	35,591	$	15,862	$	92,270	$	53,199
Net income allocable to subordinated units	13,914		8,700		36,080		33,612
Limited partner net income	$	49,505	$	24,562	$	128,350	$	86,811
Weighted-average limited partner units outstanding - basic:
Common units	73,549,485		52,419,942		73,533,198		46,376,896
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,108		81,173,565		102,286,821		75,130,519
Weighted-average limited partner units outstanding - diluted:
Common units (1)	73,549,706		52,641,582		73,544,516		46,637,415
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,329		81,395,205		102,298,139		75,391,038
Net income per limited partner unit - basic:
Common units	$	0.48	$	0.30	$	1.25	$	1.15
Subordinated units	0.48		0.30		1.25		1.17
Total	$	0.48	$	0.30	$	1.25	$	1.16
Net income per limited partner unit - diluted:
Common units	$	0.48	$	0.30	$	1.25	$	1.14
Subordinated units (2)	0.48		0.30		1.25		1.17
Total	$	0.48	$	0.30	$	1.25	$	1.15
Cash distributions declared per limited partner unit: (3)
Common units	$	0.2814	$	0.2370	$	0.8133	$	0.6705
Subordinated units	0.2814		0.2370		0.8133		0.6705
Total	$	0.2814	$	0.2370	$	0.8133	$	0.6705

(1) Diluted weighted-average limited partner common units includes the effect of 221 and 11,318 units for the three and nine months ended September 30, 2017, respectively, and 221,640 and 260,519 units for the three and nine months ended September 30, 2016, respectively, in each case related to the LTIP.

(2) Basic and diluted income per limited partner unit is presented as if all earnings for the period had been distributed. While it appears that more income is allocated to the subordinated unitholders than the common unitholders for the nine months ended September 30, 2016, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders.

(3) See below for further discussion of cash distributions declared for the period presented.

Within 60 days after the end of each quarter, it is the Partnership’s intent to distribute to the holders of common and subordinated units on a quarterly basis the minimum quarterly distribution of $0.1875 per unit (or $0.75 on an annualized basis)

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to the extent it has sufficient cash after the establishment of cash reserves and the payment of its expenses, including payments to its general partner and affiliates.

Subordinated Units

GP Holdings owns all of the Partnership’s subordinated units. The principal difference between the Partnership’s common units and subordinated units is that, for any quarter during the “subordination period,” holders of the subordinated units will not be entitled to receive any distribution from operating surplus until the common units have received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. When the subordination period ends, each outstanding subordinated unit will convert into one common unit, which will then participate pro rata with the other common units in distributions.

Incentive Distribution Rights

All of the incentive distribution rights are held by GP Holdings. Incentive distribution rights represent the right to receive increasing percentages (15%, 25% and 50%) of quarterly distributions from operating surplus after the minimum quarterly distribution and the target distribution levels (described below) have been achieved.

For any quarter in which the Partnership has distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders in the following manner:

		Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Per Unit	Unitholders	Incentive Distribution Rights Holders
Minimum Quarterly Distribution	$0.1875	100%	—%
First Target Distribution	above $0.1875 up to $0.2156	100%	—%
Second Target Distribution	above $0.2156 up to $0.2344	85%	15%
Third Target Distribution	above $0.2344 up to $0.2813	75%	25%
Thereafter	above $0.2813	50%	50%

On August 17, 2017, a cash distribution of $0.2711 per common and subordinated unit was paid to the Partnership’s unitholders related to the second quarter of 2017. On October 20, 2017, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the second quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distributions paid per common and subordinated unit.

7. Financial Information by Business Segment

The Partnership operates in two business segments: (i) gathering and compression and (ii) water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy and third parties in the Appalachian Basin. The water services segment is engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin.

Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income, which is defined as segment operating revenues less operating expenses. Other income and expenses, interest and income taxes are managed on a consolidated basis. The segment accounting policies are the same as those described in Note 1 to the 2016 Annual Report.

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The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2017.

	Three Months Ended September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	54,334	$	27,367	$	81,701
Total operating expenses	15,574		11,480		27,054
Operating income	$	38,760	$	15,887	$	54,647
Depreciation expense	$	3,348	$	4,319	$	7,667
Capital expenditures for segment assets	$	36,952	$	4,246	$	41,198

The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2016.

	Three Months Ended September 30, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	33,503	$	7,564	$	41,067
Total operating expenses	8,833		6,698		15,531
Operating income	$	24,670	$	866	$	25,536
Depreciation expense	$	2,406	$	3,083	$	5,489
Capital expenditures for segment assets	21,399		1,261		$	22,660

The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2017.

	Nine Months Ended September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	142,919	$	73,909	216,828
Total operating expenses	40,754		33,817		74,571
Operating income	$	102,165	$	40,092	$	142,257
Depreciation expense	$	9,855	$	12,976	$	22,831
Capital expenditures for segment assets	$	91,035	$	8,199	$	99,234

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The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2016.

	Nine Months Ended September 30, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	90,339	$	51,818	$	142,157
Total operating expenses	26,015		25,989		52,004
Operating income	$	64,324	$	25,829	$	90,153
Depreciation expense	$	7,026	$	10,688	$	17,714
Capital expenditures for segment assets	$	93,100	$	4,579	$	97,679

The assets of the Partnership’s reportable segments were as follows as of September 30, 2017.

	As of September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,365,161	$	139,817	$	1,504,978
Goodwill	$	496,588	$	—	$	496,588

The assets of the Partnership’s reportable segments were as follows as of December 31, 2016.

	As of December 31, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,260,681	$	138,536	$	1,399,217
Goodwill	$	494,580	$	—	$	494,580

8. Income Taxes

The Partnership is not subject to federal and state income taxes as a result of its limited partner structure. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Partnership flow through to its unitholders. As such, the Partnership does not record a provision for income taxes in the current period. Prior to the Partnership’s initial public offering in December 2014 (the “IPO”), the Partnership’s income was included as part of Rice Energy’s consolidated federal tax return.

9. Related Party Transactions

In the ordinary course of business, the Partnership has transactions with affiliated companies. During the nine months ended September 30, 2017 and 2016, related parties included Rice Energy and certain of its subsidiaries. Prior to the IPO, the push-down impact of the transactions was recorded in the consolidated statements of operations, and, as no cash settlement occurred, all transactions with Rice Energy and its subsidiaries were recorded in parent net equity. On December 22, 2014, upon completion of the IPO, the Partnership entered into an omnibus agreement (the “Omnibus Agreement”) with its General Partner, Rice Energy, Rice Poseidon Midstream LLC and Rice Midstream Holdings LLC. Pursuant to the Omnibus Agreement, Rice Energy performs centralized corporate and general and administrative services for the Partnership, such as financial and administrative, information technology, legal, health, safety and environmental, human resources, procurement, engineering, business development, investor relations, insurance and tax. In exchange, the Partnership reimburses Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs.

The expenses for which the Partnership reimburses Rice Energy and its subsidiaries related to corporate and general and administrative services may not necessarily reflect the actual expenses that the Partnership would incur on a stand-alone basis.

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The Partnership is unable to estimate what the costs would have been with an unrelated third party.

Also upon completion of the IPO, the Partnership entered into a fixed-fee gas gathering and compression agreement that runs until December 22, 2029 (the “Gas Gathering and Compression Agreement”) with Rice Drilling B LLC, a subsidiary of Rice Energy, and Alpha Shale Resources LP, pursuant to which the Partnership gathers Rice Energy’s natural gas and provides compression services on the Partnership’s gathering systems located in Washington and Greene Counties, Pennsylvania. As of September 30, 2017, the Partnership charges Rice Energy a gathering fee of $0.30 per Dth and a compression fee of $0.07 per Dth per stage of compression, each subject to annual adjustment for inflation based on the Consumer Price Index. The Gas Gathering and Compression Agreement covers substantially all of Rice Energy’s acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of September 30, 2017 and any future acreage it acquires within Washington and Greene Counties, Pennsylvania, excluding certain production subject to a pre-existing third-party dedication.

In connection with the closing of the acquisition of the Water Assets, the Partnership entered into amended and restated water services agreements with Rice Energy (the “Water Services Agreements”), whereby the Partnership has agreed to provide certain fluid handling services to Rice Energy, including the exclusive right to provide fresh water for well completions operations in the Marcellus and Utica Shales and to collect and recycle or dispose of flowback and produced water for Rice Energy within areas of dedication in defined service areas in Pennsylvania and Ohio. The initial terms of the Water Services Agreements are until December 22, 2029 and from month to month thereafter. Under the agreements, Rice Energy will pay the Partnership (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well site, subject to annual Consumer Price Index adjustments and (ii) a produced water hauling fee of actual out-of-pocket cost incurred by the Partnership, plus a 2% margin.

10. New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients.” These updates do not change the core principle of the guidance in Topic 606 (as amended by ASU 2014-09), but rather provide further guidance with respect to the implementation of ASU 2014-09. The effective date for ASU 2016-10, 2016-11, 2016-12 and ASU 2014-09, as amended by ASU 2015-14, is for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU 2014-09 and ASU 2016-02. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Partnership continues to evaluate contract terms and potential impacts of the five-step model specified by the new guidance. That five-step model includes: (1) determination of whether a contract-an agreement between two or more parties that creates legally enforceable rights and obligations-exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Partnership anticipates adopting the standard using the modified retrospective approach at adoption. The Partnership is currently evaluating individual customer contracts within each of our business segments and documenting changes to our accounting policies and controls as we continue to evaluate the impact of the adoption of this standard. The results of our procedures to date indicate that the adoption of this standard will not have a material impact on our statement of operations; however, the Partnership continues to evaluate the impact of the adoption on related financial statement disclosures.

In February 2016, the FASB issued ASU, 2016-02, “Leases (Topic 842)” ASU 2016-02 which requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for

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the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Partnership continues to evaluate its agreements to assess the impact of the new guidance on its financial statements.

In March 2016, FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, (c) classification on the statement of cash flows and (d) forfeiture rate calculations. The Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Partnership adopted this ASU on January 1, 2017, and has determined that the new ASU could potentially have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test of Goodwill Impairment.” ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a partnership would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply the standard’s provisions prospectively. The Partnership adopted ASU 2017-04 on January 1, 2017 and determined that this standard will not have a material quantitative effect on the financial statements in the future, unless an impairment charge is necessary.

In May 2017, the FASB issued ASU 2017-09, “Stock Compensation (Topic 718): Scope of Modification Accounting”. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Partnership is currently evaluating the impact that this guidance will have on its consolidated financial statements.

11. Subsequent Events

On October 20, 2017, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the third quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distribution paid per common and subordinated unit.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2016 Annual Report, as well as the condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included elsewhere in this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

We are a fee-based, growth-oriented limited partnership formed by Rice Energy (NYSE: RICE) to own, operate, develop and acquire midstream assets in the Appalachian Basin. Our assets consist of natural gas gathering, compression and water services assets servicing high quality producers in the rapidly developing dry gas cores of the Marcellus and Utica Shales. We provide our services under long-term, fee-based contracts, primarily to Rice Energy in its core operating areas.

We operate in two business segments: (i) gathering and compression and (ii) water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy and third parties in the Appalachian Basin. The water services segment is engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin.

Vantage Midstream Asset Acquisition

On September 26, 2016, we entered into a Purchase and Sale Agreement by and between us and Rice Energy (the “Midstream Purchase Agreement”). Pursuant to the terms of the Midstream Purchase Agreement, and following the close of Rice Energy’s acquisition of Vantage and their subsidiaries (the “Vantage Acquisition”), on October 19, 2016, we acquired from Rice Energy all of the outstanding membership interests of the Vantage Midstream Entities. The Vantage Midstream Entities own midstream assets, including approximately 30 miles of dry gas gathering and compression assets. In consideration for the acquisition of the Vantage Midstream Entities, we paid Rice Energy $600.0 million in aggregate consideration, which we paid in cash with the net proceeds from our private placement of common units (the “Private Placement”) and borrowings under our revolving credit facility.

Proposed Rice Energy Merger with EQT Corporation

On June 19, 2017, Rice Energy entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT and Eagle Merger Sub I, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of EQT (“Merger Sub”), pursuant to which EQT will acquire Rice Energy in exchange for a combination of shares of EQT common stock and cash. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Rice Energy, with Rice Energy continuing as the surviving entity and an indirect, wholly-owned subsidiary of EQT (the “Merger”). Immediately after the effective time of the Merger (the “Effective Time”), Rice Energy shall be merged with and into an indirect, wholly-owned limited liability company subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as an indirect, wholly-owned subsidiary of EQT.The completion of the Merger is subject to satisfaction or waiver of several conditions, including approval by the stockholders of Rice Energy and EQT and certain customary regulatory and other closing conditions, and is expected to close in the fourth quarter of 2017.

As a result of the Merger, immediately after the Effective Time, EQT will acquire beneficial ownership, indirectly through Rice Energy Operating LLC, a Delaware limited liability company and a subsidiary of Rice Energy (“REO”), of 3,623 common units representing limited partnership interests in the Partnership, and 28,753,623 subordinated units representing limited interests in the Partnership, and all incentive distribution rights of the Partnership. Additionally, as a result of the Merger, EQT will indirectly own and control, indirectly through REO, Rice Midstream Management LLC, a Delaware limited liability company and our General Partner. EQT will therefore retain the right to appoint all members of the board of directors of the general partner of the Partnership (“General Partner”) and will control the Partnership subsequent to the close of the Merger.

The Merger Agreement provides for certain termination rights for both Rice Energy and EQT, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by February 19, 2018 (which may be

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extended by either party to May 19, 2018 under certain circumstances). Upon termination of the Merger Agreement under certain specified circumstances, Rice Energy may be required to pay EQT, or EQT may be required to pay Rice Energy, a termination fee of $255.0 million. In addition, if the Merger Agreement is terminated because of a failure of a party’s shareholders to approve the proposals required to complete the Merger, that party may be required to reimburse the other party for its transaction expenses in an amount equal to $67.0 million.

On October 12, 2017, Rice Energy and EQT filed the definitive joint proxy statement/prospectus for each of Rice Energy and EQT and commenced mailing the definitive joint proxy statement/prospectuses to shareholders of Rice Energy and EQT. The Company and EQT will each hold a special meeting of shareholders on November 9, 2017.

Our Operations

Gas Gathering and Compression

Our gas gathering and compression assets are located within highly-concentrated acreage positions in the dry gas core of the Marcellus Shale and, as of September 30, 2017, consisted of a 3.5 MMDth/d high-pressure dry gas gathering system and associated compression in Washington County, Pennsylvania and a 1.7 MMDth/d high-pressure dry gas gathering system in Greene County, Pennsylvania. The dry gas core of the Marcellus Shale in southwestern Pennsylvania is characterized by a combination of low development cost, consistently high production volumes and access to multiple takeaway pipelines, resulting in what Rice Energy believes to be among the highest rate of return wells in the Appalachian Basin.

We contract with Rice Energy and other producers to gather and compress natural gas from wells and well pads located in our dedicated areas and/or near our gathering systems. The natural gas that we gather generally requires no processing or treating prior to delivery into interstate takeaway pipelines. Over time, we expect to increase the provision of associated compression services on our gathering systems to Rice Energy and third parties.

We generate all of our gas gathering and compression revenues pursuant to long-term, fixed-fee contracts with Rice Energy and other leading Appalachian Basin producers. We generate revenue primarily by charging fixed fees for volumes of natural gas that we gather and compress through our systems. Our assets have been sized to accommodate the projected future production growth of Rice Energy and third parties, as well as to allow us to pursue volumes from additional third parties.

The following provides a summary of the key terms of our gas gathering and compression agreements as of September 30, 2017.

	Remaining Term (Years)	Gathering Fee	Compression Fee (1)	Escalation /Adjustment Mechanism (2)	Dedicated Acres
Rice Energy	12	$0.30 / Dth	$0.07 / stage / Dth	Yes	Washington and Greene Counties (3)
Third Parties (4)	13	$0.40 / Dth	varies	Yes	66,000 acres in Washington County

(1) Compression fees under our gas gathering and compression agreements with Rice Energy and third parties are typically derived on a per stage basis. However, under certain of our third-party agreements, the per stage fees charged for compression varies depending on line pressure as opposed to being a flat fee per stage. Accordingly, the third-party compression fee is shown on a weighted average based on historical throughput.

(2) The gathering and compression fees we receive under our gathering and compression agreements can be annually escalated based upon changes in the Consumer Price Index (“CPI”).

(3) The dedicated area from Rice Energy excludes the first 20.0 MDth/d of Rice Energy’s Marcellus Shale dry gas production under an existing dedication to a third party in which Rice Energy owned approximately 9,000 gross acres as of September 30, 2017.

(4) Amounts shown for third parties represent weighted averages based on historical throughput in the case of remaining term, gathering fee and compression fee (based on the period March 31, 2015 through September 30, 2017), and in the case of dedications, aggregate acres.

As we do not take ownership of the natural gas we gather and compress, we generally do not have direct exposure to fluctuations in commodity prices and basis differentials. However, we have some indirect exposure to commodity prices and basis differentials in that persistently low realized sales prices by our customers may cause them to delay drilling or shut-in

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production, which would reduce the volumes of natural gas available for gathering and compression on our systems. Please read “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”

Water Services

Our water services assets located in Washington and Greene Counties, Pennsylvania, and Belmont County, Ohio are engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for us and third parties in the Appalachian Basin. As of September 30, 2017, our Pennsylvania assets provided access to 27.0 MMgal/d of fresh water from the Monongahela River and several other regional water sources, and our Ohio assets provided access to 14.0 MMgal/d of fresh water from the Ohio River and several other regional sources, both for distribution to Rice Energy’s Exploration and Production segment and third parties. Pursuant to the terms of the Purchase and Sale Agreement by and between us and Rice Energy dated November 4, 2015, Rice Energy has granted us until December 31, 2025, (i) the exclusive right to develop water treatment facilities in the areas of dedication defined in the Water Services Agreements (defined below) and (ii) an option to purchase any water treatment facilities acquired by Rice Energy in such areas at its acquisition cost.

In connection with the closing of the acquisition of Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities, we entered into an amended and restated water services agreements with Rice Energy (the “Water Services Agreements”), whereby we agreed to provide certain fluid handling services to Rice Energy, including the exclusive right to provide fresh water for well completions operations in the Marcellus and Utica Shales and to collect and recycle or dispose of flowback and produced water for Rice Energy within areas of dedication in defined service areas in Pennsylvania and Ohio. The initial terms of the Water Services Agreements are until December 22, 2029 and from month to month thereafter. Under the agreements, Rice Energy pays us (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well site, subject to annual CPI adjustments and (ii) a produced water and flowback hauling fee of actual out-of-pocket cost incurred by us, plus a 2% margin.

Results of Operations

The following table sets forth selected consolidated operating data for the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016:

	Three Months Ended September 30,									Nine Months Ended September 30,
(in thousands)	2017			2016			Change			2017			2016			Change
Statement of operations data
Operating revenues:
Affiliate	$	63,599		$	28,260		$	35,339		$	178,870		$	105,267		$	73,603
Third-party	18,102			12,807			5,295			37,958			36,890			1,068
Total operating revenues	81,701			41,067			40,634			216,828			142,157			74,671
Operating expenses:
Operation and maintenance expense	10,259			4,596			5,663			28,139			17,348			10,791
General and administrative expense	6,434			4,945			1,489			19,472			15,408			4,064
Depreciation expense	7,667			5,489			2,178			22,831			17,714			5,117
Acquisition costs	35			—			35			529			73			456
Amortization of intangible assets	412			411			1			1,220			1,222			(2		)
Other expense (income)	2,247			90			2,157			2,380			239			2,141
Total operating expenses	27,054			15,531			11,523			74,571			52,004			22,567
Operating income	54,647			25,536			29,111			142,257			90,153			52,104
Other income	13			—			13			54			—			54
Interest expense	(2,154		)	(402		)	(1,752		)	(6,031		)	(2,369		)	(3,662		)
Amortization of deferred finance costs	(1,052		)	(145		)	(907		)	(3,151		)	(433		)	(2,718		)
Net income	$	51,454		$	24,989		$	26,465		$	133,129		$	87,351		$	45,778

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Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

Total operating revenues. Operating revenues increased from $41.1 million for the three months ended September 30, 2016 to $81.7 million for the three months ended September 30, 2017, an increase of 99%. The increase in operating revenues period-over-period primarily related to increased gathering and compression revenues associated with a 55% and 38% increase in gathering and compression throughput, respectively, which included the impact of post-acquisition revenues associated with the Vantage Midstream Entities of $17.8 million for the three months ended September 30, 2017. The impact of the Vantage Midstream Entities was comprised of gathering, compression and water distribution volumes of 364 MDth/d, 42 MDth/d and 92 MMgal, respectively. In addition to gathering and compression, the increase related to a $19.8 million increase in water services revenue due primarily to a 327% increase in fresh water distribution volumes from 135 MMgal for the three months ended September 30, 2016 to 577 MMgal for the three months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $4.6 million for the three months ended September 30, 2016 to $10.3 million for the three months ended September 30, 2017, an increase of 123%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with compressor stations acquired in connection with the Vantage Midstream Asset Acquisition. Additionally, the increase relates to an increase in variable water costs associated with need for supplemental water systems to support combination hydraulic fracturing.

General and administrative expense. General and administrative expense increased from $4.9 million for the three months ended September 30, 2016 to $6.4 million for the three months ended September 30, 2017, an increase of 30%. The increase in general and administrative expense period-over-period was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.

Depreciation expense. Depreciation expense increased from $5.5 million for the three months ended September 30, 2016 to $7.7 million for the three months ended September 30, 2017, an increase of 40%. The increase period-over-period was primarily due to additional assets placed into service subsequent to the second quarter of 2016 associated with our gathering, compression and water handling and treatment services, along with assets acquired as part of the Vantage Midstream Asset Acquisition associated with our gathering and compression services. From September 30, 2016 to September 30, 2017, our gathering and water pipeline miles increased by 43% and 20%, respectively.

Interest expense. Interest expense increased from $0.4 million for the three months ended September 30, 2016 to $2.2 million for the three months ended September 30, 2017, an increase of 436%. The increase period-over-period was primarily due to increased borrowing on our revolving credit facility. Average daily outstanding borrowings on our revolving credit facility increased from $96.5 million for the three months ended September 30, 2016 to $205.2 million for the three months ended September 30, 2017.

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

Total operating revenues. Operating revenues increased from $142.2 million for the nine months ended September 30, 2016 to $216.8 million for the nine months ended September 30, 2017, an increase of 53%. The increase in operating revenues period-over-period primarily related to increased gathering and compression revenues associated with a 50% and 88% increase in gathering and compression throughput, respectively, which included the impact of post-acquisition revenues associated with the Vantage Midstream Entities of $45.6 million for the nine months ended September 30, 2017. The impact of the acquisition of the Vantage Midstream Entities was comprised of gathering, compression and water distribution volumes of 350 MDth/d, 47 MDth/d and 196 MMgal, respectively for the nine months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $17.3 million for the nine months ended September 30, 2016 to $28.1 million for the nine months ended September 30, 2017, an increase of 62%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with compressor stations acquired in connection with the Vantage Midstream Asset Acquisition. Additionally, the increase relates to an increase in variable water costs associated with need for supplemental water systems to support combination hydraulic fracturing.

General and administrative expense. General and administrative expense increased from $15.4 million for the nine months ended September 30, 2016 to $19.5 million for the nine months ended September 30, 2017, an increase of 26%. The increase in general and administrative expense period-over-period was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.

Depreciation expense. Depreciation expense increased from $17.7 million for the nine months ended September 30, 2016 to $22.8 million for the nine months ended September 30, 2017, an increase of 29%. The increase period-over-period was

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primarily due to additional assets placed into service subsequent to the second quarter of 2016 associated with our gathering, compression and water handling and treatment services, along with assets acquired as part of the Vantage Midstream Asset Acquisition associated with our gathering and compression services. From September 30, 2016 to September 30, 2017, our gathering and water pipeline miles increased by 43% and 20%, respectively.

Interest expense. Interest expense increased from $2.4 million for the nine months ended September 30, 2016 to $6.0 million for the nine months ended September 30, 2017, an increase of 155%. The increase period-over-period was primarily due to increased borrowing on our revolving credit facility. Average daily outstanding borrowings on our revolving credit facility increased from $96.5 million for the nine months ended September 30, 2016 to $205.2 million for the nine months ended September 30, 2017.

Business Segment Results of Operations

We operate in two business segments: (i) gathering and compression and (ii) water services. We evaluate our business segments based on their contribution to our consolidated results based on operating income. Please see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—7. Financial Information by Business Segment” for a reconciliation of operating results and assets of our business segments.

The following table sets forth selected operating data for the three and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016:

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Gathering and Compression Segment

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017		2016		Change		2017		2016		Change
Operating data:
Gathering volumes: (in MDth/d)
Affiliate	1,168		647		521		1,106		648		458
Third-party	315		310		5		254		261		(7		)
Total gathering volumes	1,483		957		526		1,360		909		451
Compression volumes: (in MDth/d)
Affiliate	712		435		277		661		258		403
Third-party	315		310		5		255		230		25
Total compression volumes	1,027		745		282		916		488		428
Statement of operations data: (in thousands)
Gathering revenues:
Affiliate	$	34,870	$	17,882	$	16,988	$	95,193	$	52,092	$	43,101
Third-party	12,198		10,591		1,607		28,408		28,316		92
Total gathering revenues	47,068		28,473		18,595		123,601		80,408		43,193
Compression revenues:
Affiliate	4,904		2,814		2,090		13,697		4,968		8,729
Third-party	2,362		2,216		146		5,621		4,963		658
Total compression revenues	7,266		5,030		2,236		19,318		9,931		9,387
Total operating revenues	54,334		33,503		20,831		142,919		90,339		52,580
Operating expenses:
Operation and maintenance expense	4,029		1,960		2,069		10,262		5,125		5,137
General and administrative expense	5,503		4,056		1,447		16,528		12,420		4,108
Depreciation expense	3,348		2,406		942		9,855		7,026		2,829
Acquisition costs	35		—		35		529		73		456
Amortization of intangible assets	412		411		1		1,220		1,222		(2		)
Other expense	2,247		—		2,247		2,360		149		2,211
Total operating expenses	15,574		8,833		6,741		40,754		26,015		14,739
Operating income	$	38,760	$	24,670	$	14,090	$	102,165	$	64,324	$	37,841

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

Total operating revenues. Revenues from gathering and compression of natural gas increased from $33.5 million for the three months ended September 30, 2016 to $54.3 million for the three months ended September 30, 2017, an increase of 62%. The increase in operating revenues primarily related to increased gathering and compression revenues associated with a 55% and 38% increase in period-over-period gathering and compression throughput, respectively, which included the impact of post-acquisition revenues associated with the acquisition of the Vantage Midstream Entities of $12.9 million for the three months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $2.0 million for the three months ended September 30, 2016 to $4.0 million for the three months ended September 30, 2017, an increase of 106%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with compressor stations acquired in connection with the Vantage Midstream Asset Acquisition.

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General and administrative expense. General and administrative expense increased from $4.1 million for the three months ended September 30, 2016 to $5.5 million for the three months ended September 30, 2017, an increase of 36%. The increase was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.

Depreciation expense. Depreciation expense increased from $2.4 million for the three months ended September 30, 2016 to $3.3 million for the three months ended September 30, 2017, an increase of 39%. The increase period-over-period was primarily due to additional assets placed into service subsequent to the second quarter of 2016, along with assets acquired as part of the Vantage Midstream Asset Acquisition, associated with our gathering and compression services. From September 30, 2016 to September 30, 2017, our gathering pipeline miles increased by approximately 43%.

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

Total operating revenues. Revenues from gathering and compression of natural gas increased from $90.3 million for the nine months ended September 30, 2016 to $142.9 million for the nine months ended September 30, 2017, an increase of 58%. The increase in operating revenues primarily related to increased gathering and compression revenues associated with a 50% and 88% increase in period-over-period gathering and compression throughput, respectively, which included the impact of post-acquisition revenues associated with the Vantage Midstream Entities of $34.4 million for the nine months ended September 30, 2017.

Operation and maintenance expense. Total operation and maintenance expense increased from $5.1 million for the nine months ended September 30, 2016 to $10.3 million for the nine months ended September 30, 2017, an increase of 100%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with the addition of compressor stations acquired in connection with the Vantage Midstream Entities.

General and administrative expense. General and administrative expense increased from $12.4 million for the nine months ended September 30, 2016 to $16.5 million for the nine months ended September 30, 2017, an increase of 33%. The increase was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.

Depreciation expense. Depreciation expense increased from $7.0 million for the nine months ended September 30, 2016 to $9.9 million for the nine months ended September 30, 2017, an increase of 40%. The increase period-over-period was primarily due to additional assets placed into service subsequent to the second quarter of 2016, along with assets acquired as part of the Vantage Midstream Asset Acquisition, associated with our gathering and compression services. From September 30, 2016 to September 30, 2017, our gathering pipeline miles increased by approximately 43%.

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Water Services Segment

	Three Months Ended September 30,							Nine Months Ended September 30,
	2017		2016		Change			2017		2016		Change
Operating data:
Water services volumes: (in MMgal)
Affiliate	431		135		296			1,204		800		404
Third-party	146		—		146			162		132		30
Total water services volumes	577		135		442			1,366		932		434
Statement of operations data: (in thousands)
Operating revenues:
Affiliate	$	23,825	$	7,564	$	16,261		$	69,980	$	48,207	$	21,773
Third-party	3,542		—		3,542			3,929		3,611		318
Total operating revenues	27,367		7,564		19,803			73,909		51,818		22,091
Operating expenses:
Operation and maintenance expense	6,230		2,636		3,594			17,877		12,223		5,654
General and administrative expense	931		889		42			2,944		2,988		(44		)
Depreciation expense	4,319		3,083		1,236			12,976		10,688		2,288
Other expense	—		90		(90		)	20		90		(70		)
Total operating expenses	11,480		6,698		4,782			33,817		25,989		7,828
Operating income	$	15,887	$	866	$	15,021		$	40,092	$	25,829	$	14,263

Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

Operating revenues. Operating revenues increased from $7.6 million for the three months ended September 30, 2016 to $27.4 million for the three months ended September 30, 2017, an increase of 262%. The increase related to a 327% increase in fresh water distribution volumes from 135 MMgal to 577 MMgal, offset by a decrease in rates due to a change in the mix of third-party revenues versus affiliate revenues for the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

Operation and maintenance expense. Total operation and maintenance expense increased from $2.6 million for the three months ended September 30, 2016 to $6.2 million for the three months ended September 30, 2017, an increase of 136%. The increase relates to an increase in variable water costs associated with need for supplemental water systems to support combination hydraulic fracturing.

Depreciation expense. Depreciation expense increased from $3.1 million for the three months ended September 30, 2016 to $4.3 million for the three months ended September 30, 2017, an increase of 40%. The increase period-over-period was primarily due to additional water handling and treatment assets placed into service subsequent to the third quarter of 2016. From September 30, 2016 through September 30, 2017, our water pipeline miles increased by approximately 20%.

Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

Operating revenues. Operating revenues increased from $51.8 million for the nine months ended September 30, 2016 to $73.9 million for the nine months ended September 30, 2017, an increase of 43%. The increase primarily related to a $11.2 million increase in water services revenue attributable to the impact of post-acquisition revenues associated with the Vantage Midstream Entities for the nine months ended September 30, 2017.

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Operation and maintenance expense. Total operation and maintenance expense increased from $12.2 million for the nine months ended September 30, 2016 to $17.9 million for the nine months ended September 30, 2017, an increase of 46%. The increase relates to an increase in variable water costs associated with need for supplemental water systems to support combination hydraulic fracturing.

Depreciation expense. Depreciation expense increased from $10.7 million for the nine months ended September 30, 2016 to $13.0 million for the nine months ended September 30, 2017, an increase of 21%. The increase period-over-period was primarily due to additional water handling and treatment assets placed into service subsequent to the third quarter of 2016. From September 30, 2016 through September 30, 2017, our water pipeline miles increased by approximately 20%.

Capital Resources and Liquidity

Sources and Uses of Cash

We expect that capital resources and liquidity will be provided by operating cash flow, proceeds from equity and debt financings and borrowings under our revolving credit facility, as discussed below. We expect cash flow from operations to continue to contribute to our liquidity in the future. However, other sources of liquidity may include borrowing capacity under our revolving credit facility and proceeds from the issuance of additional equity or debt securities. We expect the combination of these capital resources will be adequate to meet our short-term working capital requirements, long-term capital expenditures program and expected quarterly cash distributions.

We expect our future cash requirements relating to working capital, maintenance capital expenditures and quarterly cash distributions, including incentive distribution rights, to our partners will be funded from cash flows internally generated from our operations. Our expansion capital expenditures will be funded by borrowings under our revolving credit facility or from potential capital market transactions.

Cash Flow Provided by Operating Activities

Net cash provided by operating activities was $138.7 million for the nine months ended September 30, 2017 compared to net cash provided by operating activities of $109.5 million for the nine months ended September 30, 2016. The increase in cash flow from operations period-over-period was primarily the result of increased cash flow generated from our gathering and compression contracts with Rice Energy and third parties during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016.

Cash Flow Used in Investing Activities

Cash flows used in investing activities totaled $106.9 million and $97.7 million for the nine months ended September 30, 2017 and 2016, respectively. Capital expenditures for the gathering and compression segment were $91.0 million and $93.1 million for the nine months ended September 30, 2017 and 2016, respectively. Capital expenditures for the water services segment were $8.2 million and $4.6 million for the nine months ended September 30, 2017 and 2016, respectively. The increase period-over-period was primarily attributable to the continued build-out of our water services pipeline system, along with the $7.6 million acquisition of the remaining 32.5% interest in the gas gathering systems, facilities and pipelines in the Wind Ridge area during 2017.

Cash Flow Used in Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2017 of $51.8 million was primarily associated with quarterly distributions to our public unitholders and GP Holdings, partially offset by borrowings under our revolving credit facility. Net cash used in financing activities for the nine months ended September 30, 2016 of $11.8 million was primarily comprised of net paydowns on the revolving credit facility and distributions to our unitholders related to the first and second quarters of 2016, offset by proceeds from common unit issuances.

Capital Requirements

The midstream business is capital intensive, requiring significant investment for the maintenance of existing assets and the development of new systems and facilities. We categorize our capital expenditures as either:

• Expansion capital expenditures: Expansion capital expenditures are cash expenditures to construct new midstream infrastructure and those expenditures incurred in order to extend the useful lives of our assets, reduce costs, increase revenues or increase system capacity from current levels, including well connections that increase existing volumes. Examples of expansion capital expenditures include the construction, development or acquisition of additional gas gathering and water pipelines, compressor stations, pumping stations and impoundment facilities, in

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each case to the extent such capital expenditures are expected to expand our capacity or our operating income. In the future, if we make acquisitions that increase system throughput or capacity or our operating income, the associated capital expenditures may also be considered expansion capital expenditures.

• Maintenance capital expenditures: Maintenance capital expenditures are cash expenditures (including expenditures for the construction or development of new capital assets or the replacement, improvement or expansion of existing capital assets) made to maintain, over the long term, our capacity or revenue. Examples of maintenance capital expenditures are expenditures to repair, refurbish and replace pipelines, to connect new wells and water sources, to maintain gathering, compression and impoundment facilities, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations.

Our future expansion capital expenditures may vary significantly from period to period based on the investment opportunities available to us. We expect our future cash requirements relating to working capital, maintenance capital expenditures and quarterly cash distributions to our partners will be funded from cash flows internally generated from our operations. Our growth or expansion capital expenditures will be funded by borrowings under our revolving credit facility or from potential capital market transactions.

Debt Agreements and Contractual Obligations

Revolving Credit Facility

On December 22, 2014, Rice Midstream OpCo LLC, our wholly-owned subsidiary (“Rice Midstream OpCo”), entered into a revolving credit agreement (as amended, the “revolving credit facility”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders. As of September 30, 2017, our revolving credit facility provided for lender commitments of $850.0 million, with an additional $200.0 million of commitments available under an accordion feature subject to lender approval. As of September 30, 2017,Rice Midstream OpCohad$222.0 millionborrowings outstanding andnoletters of credit outstanding under thisfacility, resulting in availability of $628.0 million.The average daily outstanding balance of the credit facility was approximately $205.2 million and interest was incurred on the facility at a weighted average annual interest rate of 3.0% during the nine months ended September 30, 2017. The revolving credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes. We and our restricted subsidiaries are the guarantors of the obligations under the revolving credit facility, which matures on December 22, 2019.

Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio then in effect. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.

Our revolving credit facility also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the revolving credit facility to be immediately due and payable. We were in compliance with such covenants and ratios effective as of September 30, 2017.

Distributions

On August 17, 2017, a cash distribution of $0.2711 per common and subordinated unit was paid to our unitholders related to the second quarter of 2017. On October 20, 2017, the Board of Directors of our general partner declared a cash distribution to our unitholders for the third quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in us.

Critical Accounting Policies and Estimates

Our critical accounting policies are described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our 2016 Annual Report. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to our unaudited condensed consolidated financial statements contained in this Quarterly Report. The application of our

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critical accounting policies may require management to make judgments and estimates about the amounts reflected in the Condensed Consolidated Financial Statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates.

Off-Balance Sheet Arrangements

Currently, we do not have any off-balance sheet arrangements as defined by the SEC. In the ordinary course of business, we enter into various commitment agreements and other contractual obligations, some of which are not recognized in our unaudited condensed consolidated financial statements in accordance with GAAP. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—4. Commitments and Contingencies” for a description of our commitments and contingencies.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Commodity Price Risk

Our gas gathering and compression agreement with Rice Energy provides for fixed-fee structures, and we intend to continue to pursue additional fixed-fee opportunities with Rice Energy and third parties in order to avoid direct commodity price exposure. However, to the extent that our future contractual arrangements with Rice Energy or third parties do not provide for fixed-fee structures, we may become subject to commodity price risk. Moreover, we have some indirect exposure to commodity prices and basis differentials in that persistently low realized sales prices by our customers may cause them to delay drilling or shut in production, which would reduce the volumes of natural gas available for gathering and compression on our systems. Please read “Item 1A. Risk Factors—Risks Related to Our Business—Our exposure to commodity price risk may change over time” in our 2016 Annual Report.

Interest Rate Risk

As of September 30, 2017,Rice Midstream OpCohad$222.0 millionof borrowings andnoletters of credit outstanding under the revolving credit facility. Under the revolving credit facility,Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Eurodollar loans will bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio then in effect.

Our primary interest rate risk exposure results from our revolving credit facility, which has a floating interest rate. The annual weighted average interest rate incurred on our revolving credit facility during the nine months ended September 30, 2017 was approximately 3.0%. A 1.0% increase in each of the applicable average interest rates during the nine months ended September 30, 2017 would have resulted in a $1.5 million estimated increase in interest expense for that period.

As of September 30, 2017, we did not have any derivatives in place to mitigate the effects of interest rate risk. We may implement an interest rate hedging strategy in the future.

Credit Risk

We are dependent on Rice Energy as our most significant current customer, and we expect to derive a substantial majority of our revenues from Rice Energy for the foreseeable future. As a result, any event, whether in our dedicated areas or otherwise, that adversely affects Rice Energy’s production, drilling schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect our revenues and cash available for distribution.

Further, we are subject to the risk of non-payment or non-performance by Rice Energy, including with respect to our gathering and compression agreement. We cannot predict the extent to which Rice Energy’s business would be impacted if conditions in the energy industry were to deteriorate, nor can we estimate the impact such conditions would have on Rice Energy’s ability to execute its drilling and development program or to perform under our agreements. Any material non-payment or non-performance by Rice Energy could reduce our ability to make distributions to our unitholders. Please read “Item 1A. Risk Factors—Risks Related to Our Business—Because a substantial majority of our revenue currently is, and over the long term is expected to be, derived from Rice Energy, any development that materially and adversely affects Rice Energy’s operations, financial condition or market reputation could have a material and adverse impact on us” in our 2016 Annual Report.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our general partner has evaluated, under the supervision and with the participation of our management, including the principal executive officer and principal financial officer of our general partner, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2017. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms and to ensure that the information we are required to disclose in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, the principal executive officer and principal financial officer of our general partner concluded that their disclosure controls and procedures were effective as of September 30, 2017.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

We are a party to various legal and/or regulatory proceedings from time to time arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that all such matters involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows. When we determine that a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at the time. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.

Environmental Proceedings

From time to time our operations are inspected by governmental authorities. These authorities may issue proposed penalties for alleged violations of environmental laws discovered as a result of such inspections. Fines and penalties for environmental law violations can often exceed $100,000. While we cannot predict the ultimate outcome of any such matters, we do not expect that any currently known violations, individually or in the aggregate, will have a material adverse impact on our financial results.

Item 1A. Risk Factors

Our business faces many risks. Any of the risks discussed elsewhere in this Quarterly Report and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.

There have been no material changes in our risk factors from those described in our 2016 Annual Report and our June 30, 2017 Quarterly Report. For a discussion of our potential risks and uncertainties, see the information in “Item 1A. Risk Factors” in our 2016 Annual Report and our June 30, 2017 Quarterly Report.

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Item 6. Exhibits

Exhibit Number	Exhibit
2.1***	Purchase and Sale Agreement, dated as of November 4, 2015, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 2.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on November 5, 2015).
2.2***	Purchase and Sale Agreement, dated as of September 26, 2016, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on September 30, 2016).
3.1	Certificate of Formation of Rice Midstream Partners LP (incorporated by reference to Exhibit 3.1 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).
3.2	Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated December 22, 2014, by and between Rice Midstream Management LLC, as the General Partner, and Rice Midstream Holdings LLC, as the Organizational Limited Partner LLC (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).
3.3	Certificate of Formation of Rice Midstream Management LLC (incorporated by reference to Exhibit 3.3 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).
3.4	Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014, by Rice Midstream Holdings LLC, as the Sole Member (incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.
32.1**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
32.2**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Schema Document.
101.CAL*	XBRL Calculation Linkbase Document.
101.DEF*	XBRL Definition Linkbase Document.
101.LAB*	XBRL Labels Linkbase Document.
101.PRE*	XBRL Presentation Linkbase Document.
*	Filed herewith.
**	Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
***	The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Partnership will furnish copies of such schedules to the Securities and Exchange Commission upon request.

33

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			RICE MIDSTREAM PARTNERS LP
Date:	November 2, 2017	By:	Rice Midstream Management LLC, its general partner
		By:	/s/ Daniel J. Rice IV
			Daniel J. Rice IV
			Director, Chief Executive Officer
Date:	November 2, 2017	By:	Rice Midstream Management LLC, its general partner
		By:	/s/ Grayson T. Lisenby
			Grayson T. Lisenby
			Senior Vice President and Chief Financial Officer

34

EXHIBIT INDEX

Exhibit Number	Exhibit
2.1***	Purchase and Sale Agreement, dated as of November 4, 2015, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 2.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on November 5, 2015).
2.2***	Purchase and Sale Agreement, dated as of September 26, 2016, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on September 30, 2016).
3.1	Certificate of Formation of Rice Midstream Partners LP (incorporated by reference to Exhibit 3.1 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).
3.2	Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated December 22, 2014, by and between Rice Midstream Management LLC, as the General Partner, and Rice Midstream Holdings LLC, as the Organizational Limited Partner LLC (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).
3.3	Certificate of Formation of Rice Midstream Management LLC (incorporated by reference to Exhibit 3.3 of the Partnership’s draft registration statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).
3.4	Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014, by Rice Midstream Holdings LLC, as the Sole Member (incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.
32.1**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.
32.2**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Schema Document.
101.CAL*	XBRL Calculation Linkbase Document.
101.DEF*	XBRL Definition Linkbase Document.
101.LAB*	XBRL Labels Linkbase Document.
101.PRE*	XBRL Presentation Linkbase Document.
*	Filed herewith.
**	Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
***	The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Partnership will furnish copies of such schedules to the Securities and Exchange Commission upon request.

35

GLOSSARY OF TERMS

“Capacity.”  Pipeline capacity available to transport natural gas based on system facilities and design conditions.

“Condensate.” Similar to crude oil and produced in association with natural gas gathering and processing.

“Hydrocarbon.” An organic compound containing only carbon and hydrogen.

“MDth.” One thousand dekatherms.

“MDth/d.” One thousand dekatherms per day.

“MMDth/d.” One million dekatherms per day.

“Natural gas.” Hydrocarbon gas found in the earth, composed of methane, ethane, butane, propane and other gases.

“NGLs.” Natural gas liquids, which consist primarily of ethane, propane, isobutane, normal butane and natural gasoline.

“Oil.” Crude oil and condensate.

“SEC.” United States Securities and Exchange Commission.

“Throughput.” The volume of product passing through a pipeline, plant, terminal or other facility.

36

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Daniel J. Rice IV, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rice Midstream Partners LP (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the

audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Daniel J. Rice IV

Daniel J. Rice IV

Director, Chief Executive Officer

Rice Midstream Management LLC, as general partner of Rice Midstream Partners LP (Principal Executive Officer)

Date: November 2, 2017

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Grayson T. Lisenby, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rice Midstream Partners LP (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the

audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Grayson T. Lisenby

Grayson T. Lisenby

Senior Vice President and Chief Financial Officer Rice Midstream Management LLC, as general partner of Rice Midstream Partners LP

(Principal Financial Officer)

Date: November 2, 2017

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Rice Midstream Partners LP (the “Partnership”), on Form 10-Q for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. Rice IV, Director and Chief Executive Officer of Rice Midstream Management LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel J. Rice IV

Daniel J. Rice IV

Director, Chief Executive Officer

Rice Midstream Management LLC, as general partner of the Partnership

(Principal Executive Officer)

Date: November 2, 2017

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Rice Midstream Partners LP (the “Partnership”) on Form 10-Q for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Grayson T. Lisenby, Senior Vice President and Chief Financial Officer of Rice Midstream Management LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ Grayson T. Lisenby

Grayson T. Lisenby

Senior Vice President and Chief Financial Officer

Rice Midstream Management LLC, as general partner of the Partnership (Principal Financial Officer)

Date: November 2, 2017

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 31, 2017
Document and Entity Information [Line Items]
Entity Registrant Name	Rice Midstream Partners LP
Trading Symbol	RMP
Entity Central Index Key	0001620928
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Units Outstanding
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		73,549,485
Entity Subordinated Units Outstanding
Document and Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		28,753,623

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash	$ 1,810	$ 21,834
Accounts receivable	18,855	8,758
Accounts receivable - affiliate	19,872	11,838
Prepaid expenses, deposits and other	1,640	64
Total current assets	42,177	42,494
Long-term assets:
Property and equipment, net	913,425	805,027
Deferred financing costs, net	9,482	12,591
Goodwill	496,588	494,580
Intangible assets, net	43,306	44,525
Total assets	1,504,978	1,399,217
Current liabilities:
Accounts payable	12,953	4,172
Accrued capital expenditures	26,732	9,074
Other accrued liabilities	4,675	8,376
Total current liabilities	44,360	21,622
Long-term liabilities:
Long-term debt	222,000	190,000
Other long-term liabilities	6,399	5,189
Total liabilities	272,759	216,811
Partners’ capital:
Total partners’ capital	1,232,219	1,182,406
Total liabilities and partners’ capital	1,504,978	1,399,217
Common
Partners’ capital:
Common and subordinated units	1,311,205	1,276,036
Subordinated
Partners’ capital:
Common and subordinated units	$ (78,986)	$ (93,630)

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares	Sep. 30, 2017	Dec. 31, 2016
Common
Common and Subordinated units issued (in units)	73,549,485	73,519,133
Common and Subordinated units outstanding (in units)	73,549,485	73,519,133
Subordinated
Common and Subordinated units issued (in units)	28,753,623	28,753,623
Common and Subordinated units outstanding (in units)	28,753,623	28,753,623

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Operating revenues:
Affiliate		$ 63,599	$ 28,260	$ 178,870	$ 105,267
Third-party		18,102	12,807	37,958	36,890
Total operating revenues		81,701	41,067	216,828	142,157
Operating expenses:
Operation and maintenance expense		10,259	4,596	28,139	17,348
General and administrative expense	[1]	6,434	4,945	19,472	15,408
Depreciation expense		7,667	5,489	22,831	17,714
Acquisition costs		35	0	529	73
Amortization of intangible assets		412	411	1,220	1,222
Other expense		2,247	90	2,380	239
Total operating expenses		27,054	15,531	74,571	52,004
Operating income		54,647	25,536	142,257	90,153
Other income		13	0	54	0
Interest expense		(2,154)	(402)	(6,031)	(2,369)
Amortization of deferred finance costs		(1,052)	(145)	(3,151)	(433)
Net income		51,454	24,989	133,129	87,351
Calculation of limited partner interest in net income:
Less: General partner interest in net income attributable to incentive distribution rights		1,949	427	4,779	540
Limited partner net income		$ 49,505	$ 24,562	$ 128,350	$ 86,811
Net income per limited partner unit:
Common units (basic) (in dollars per unit)		$ 0.48	$ 0.30	$ 1.25	$ 1.16
Common units (diluted) (in dollars per unit)		0.48	0.30	1.25	1.15
Cash distributions declared per limited partner unit:
Cash distributions declared per limited partner unit (in dollars per unit)		$ 0.2814	$ 0.237	$ 0.8133	$ 0.6705
Rice Energy
Cash distributions declared per limited partner unit:
General and administrative expenses from Rice Energy		$ 5,600	$ 4,400	$ 16,800	$ 12,700
Common
Calculation of limited partner interest in net income:
Limited partner net income		$ 35,591	$ 15,862	$ 92,270	$ 53,199
Net income per limited partner unit:
Common units (basic) (in dollars per unit)		$ 0.48	$ 0.30	$ 1.25	$ 1.15
Common units (diluted) (in dollars per unit)		0.48	0.30	1.25	1.14
Cash distributions declared per limited partner unit:
Cash distributions declared per limited partner unit (in dollars per unit)		$ 0.2814	$ 0.237	$ 0.8133	$ 0.6705
Subordinated
Calculation of limited partner interest in net income:
Limited partner net income		$ 13,914	$ 8,700	$ 36,080	$ 33,612
Net income per limited partner unit:
Common units (basic) (in dollars per unit)		$ 0.48	$ 0.30	$ 1.25	$ 1.17
Common units (diluted) (in dollars per unit)		0.48	0.30	1.25	1.17
Subordinated units (basic and diluted) (in dollars per unit)		0.48	0.30	1.25	1.17
Cash distributions declared per limited partner unit:
Cash distributions declared per limited partner unit (in dollars per unit)		$ 0.2814	$ 0.2370	$ 0.8133	$ 0.6705

[1] General and administrative expense includes charges from Rice Energy of $5.6 million and $4.4 million for the three months ended September 30, 2017 and 2016, respectively, and $16.8 million and $12.7 million for the nine months ended September 30, 2017 and 2016, respectively.

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income	$ 133,129	$ 87,351
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	22,831	17,714
Amortization of intangibles	1,220	1,222
Amortization of deferred financing costs	3,151	433
Equity compensation expense	429	2,672
Changes in operating assets and liabilities:
Accounts receivable and receivable from affiliate	(18,131)	(3,102)
Prepaid expenses and other assets	(1,577)	(5)
Accounts payable and payable to affiliate	1,361	26
Accrued liabilities and other	(3,723)	3,193
Net cash provided by operating activities	138,690	109,504
Cash flows from investing activities:
Capital expenditures	(99,234)	(97,679)
Acquisitions	(7,654)	0
Net cash used in investing activities	(106,888)	(97,679)
Cash flows from financing activities:
Proceeds from borrowings	32,000	43,000
Repayments of borrowings	0	(186,000)
Additions to deferred financing costs	(81)	(206)
Contributions from parent	0	39
Employee tax withholding for settlement of common unit award vestings	0	(1,280)
Distributions to related parties	(26,215)	(18,228)
Distributions to public unitholders	(57,530)	(28,855)
Net cash used in financing activities	(51,826)	(11,788)
Net (decrease) increase in cash	(20,024)	37
Cash at the beginning of the year	21,834	7,597
Cash at the end of the period	1,810	7,634
Supplemental disclosure of cash flow information:
Capital expenditures financed by accounts payable	9,658	2,378
Capital expenditures financed by accrued capital expenditures	26,732	12,270
Common units issued under ATM program
Cash flows from financing activities:
Proceeds from offering	0	15,713
Equity offering in June 2016
Cash flows from financing activities:
Proceeds from offering	$ 0	$ 164,029

XML

Condensed Consolidated Statements of Partners' Capital (Unaudited) - USD ($) $ in Thousands	Total	Equity offering in June 2016	Common units issued under ATM program	Limited Partners Common	Limited Partners Common Equity offering in June 2016	Limited Partners Common Common units issued under ATM program	Limited Partners Subordinated & Incentive Distribution Right Holders
Balance at Dec. 31, 2015	$ 511,834			$ 624,557			$ (112,723)
Increase (Decrease) in Partners' Capital [Roll Forward]
Contributions from parent	39						39
Equity compensation expense	1,492			1,492
Distributions to unitholders	(47,083)			(28,855)			(18,228)
Common units issued, net of offering costs		$ 164,029	$ 15,713		$ 164,029	$ 15,713
Net income	87,351			53,199			34,152
Balance at Sep. 30, 2016	733,375			830,135			(96,760)
Balance at Dec. 31, 2016	1,182,406			1,276,036			(93,630)
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity compensation expense	429			429			0
Distributions to unitholders	(83,745)			(57,530)			(26,215)
Net income	133,129			92,270			40,859
Balance at Sep. 30, 2017	$ 1,232,219			$ 1,311,205			$ (78,986)

XML

Basis of Presentation

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

Rice Midstream Partners LP (the “Partnership”) is a Delaware limited partnership formed by Rice Energy Inc. (“Rice Energy”) in August 2014. References in these unaudited condensed consolidated financial statements to Rice Energy refer collectively to “Rice Energy” and its consolidated subsidiaries, other than the Partnership and its consolidated subsidiaries.

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of September 30, 2017 and December 31, 2016, its condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, and its condensed consolidated statements of cash flows and partners’ capital for the nine months ended September 30, 2017 and 2016.

Proposed Rice Energy Merger with EQT Corporation

On June 19, 2017, Rice Energy entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation, a Pennsylvania corporation (“EQT”), and Eagle Merger Sub I, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of EQT (“Merger Sub”), pursuant to which EQT will acquire Rice Energy in exchange for a combination of shares of EQT common stock and cash. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Rice Energy, with Rice Energy continuing as the surviving entity and an indirect, wholly-owned subsidiary of EQT (the “Merger”). Immediately after the effective time of the Merger (the “Effective Time”), Rice Energy shall be merged with and into an indirect, wholly-owned limited liability company subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as an indirect, wholly-owned subsidiary of EQT.The completion of the Merger is subject to satisfaction or waiver of several conditions, including approval by the stockholders of Rice Energy and EQT and certain customary regulatory and other closing conditions, and is expected to close in the fourth quarter of 2017.

As a result of the Merger, immediately after the Effective Time, EQT will acquire beneficial ownership, indirectly through Rice Energy Operating LLC, a Delaware limited liability company and a subsidiary of Rice Energy (“REO”), of 3,623 common units representing limited partnership interests in the Partnership, and 28,753,623 subordinated units representing limited interests in the Partnership, and all incentive distribution rights of the Partnership. Additionally, as a result of the Merger, EQT will indirectly own and control, indirectly through REO, Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). EQT will therefore retain the right to appoint all members of the board of directors of the General Partner and will control the Partnership subsequent to the close of the Merger.

The Merger Agreement provides for certain termination rights for both Rice Energy and EQT, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by February 19, 2018 (which may be extended by either party to May 19, 2018 under certain circumstances). Upon termination of the Merger Agreement under certain specified circumstances, Rice Energy may be required to pay EQT, or EQT may be required to pay Rice Energy, a termination fee of $255.0 million. In addition, if the Merger Agreement is terminated because of a failure of a party’s shareholders to approve the proposals required to complete the Merger, that party may be required to reimburse the other party for its transaction expenses in an amount equal to $67.0 million.

On October 12, 2017, Rice Energy and EQT filed the definitive joint proxy statement/prospectus for each of Rice Energy and EQT and commenced mailing the definitive joint proxy statement/prospectuses to shareholders of Rice Energy and EQT. The Company and EQT will each hold a special meeting of shareholders on November 9, 2017.

XML

Acquisitions

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisitions

Acquisitions

Vantage Acquisition

On September 26, 2016, the Partnership entered into a Purchase and Sale Agreement by and between the Partnership and Rice Energy (the “Midstream Purchase Agreement”). Pursuant to the terms of the Midstream Purchase Agreement, and following the close of Rice Energy’s acquisition of Vantage Energy, LLC and Vantage Energy II, LLC (collectively, “Vantage”) and their subsidiaries (the “Vantage Acquisition”), on October 19, 2016, the Partnership acquired from Rice Energy all of the outstanding membership interests of Vantage Energy II Access, LLC and Vista Gathering, LLC (the “Vantage Midstream Entities”). The Vantage Midstream Entities own midstream assets, including approximately 30 miles of dry gas gathering and compression assets and water assets. In consideration for the acquisition of the Vantage Midstream Entities (the “Vantage Midstream Asset Acquisition”), the Partnership paid Rice Energy $600.0 million in aggregate consideration, which the Partnership paid in cash with the net proceeds of its private placement of common units (the “2016 Private Placement”) of $441.0 million and borrowings under its revolving credit facility (defined in Note 3) of $159.0 million. The purchase price allocation ascribed approximately $144.6 million to property and equipment, $0.4 million in net working capital, and $455.0 million to goodwill.

The Partnership’s acquisition of the Vantage Midstream Entities from Rice Energy is accounted for as a combination of entities under common control at historical cost. As the Vantage Midstream Asset Acquisition occurred concurrently with the Vantage Acquisition, no predecessor period existed which would warrant retrospective recast of our financial statements.

The purchase price allocation was performed by Rice Energy. The fair values of the assets acquired were determined using various valuation techniques, including the cost approach. The assumed purchase price and fair values have been prepared with the assistance of external specialists, and represent Rice Energy’s best estimate of the fair values of the assets acquired. Goodwill related to the value attributed to additional growth opportunities, synergies and operating leverage within the Partnership’s gathering and compression segment.

Post-Acquisition Operating Results

The Vantage Midstream Entities contributed the following to the Partnership’s condensed consolidated operating results for the three and nine months ended September 30, 2017.

	Three Months Ended		Nine Months Ended
(in thousands)	September 30, 2017		September 30, 2017
Operating revenues	$	17,755	$	45,588
Net income	$	14,485	$	33,680

Unaudited Pro Forma Information

The following unaudited pro forma combined financial information presents the Partnership’s results as though the acquisition of the Vantage Midstream Entities and the 2016 Private Placement had been completed at January 1, 2016.

	Pro Forma
	Three Months Ended		Nine Months Ended
(in thousands, except per unit data)	September 30, 2016		September 30, 2016
Operating revenues	$	57,357	$	191,871
Limited partner net income	$	34,156	$	115,538
Earnings per common unit (basic)	$	0.33	$	1.20
Earnings per common unit (diluted)	$	0.33	$	1.20
Earnings per subordinated unit	$	0.33	$	1.21

Other Acquisitions

As of September 30, 2017, the Partnership acquired the remaining 32.5% interest in the gas gathering systems, facilities and pipelines in the Wind Ridge area for $7.6 million. The Partnership’s total purchase price, inclusive of the 67.5% interest acquired in conjunction with the Vantage Midstream Asset Acquisition, was approximately $22.0 million, of which $16.2 million was ascribed to property and equipment and $5.8 million to goodwill.

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Long-Term Debt

9 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

OnDecember 22, 2014,Rice Midstream OpCo LLC, the Partnership’s wholly-owned subsidiary (“Rice Midstream OpCo”), entered into a revolving credit agreement(as amended, the “revolving credit facility”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders.

As ofSeptember 30, 2017, the revolving credit facility provided for lender commitments of$850.0 million, with an additional$200.0 millionof commitments available under an accordion feature, subject to lender approval. As ofSeptember 30, 2017,Rice Midstream OpCohad$222.0 millionborrowings outstanding andnoletters of credit outstanding under this facility, resulting in availability of$628.0 million. The average daily outstanding balance of the credit facility was approximately$205.2 millionand interest was incurred on the facility at a weighted average annual interest rate of3.0%during thenine months ended September 30, 2017. The revolving credit facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions, to repurchase units and for general partnership purposes. The Partnership and its restricted subsidiaries are the guarantors of the obligations under the revolving credit facility, which matures onDecember 22, 2019.

Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect, and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio then in effect. The carrying amount of the revolving credit facility is comprised of borrowings for which interest accrues under a fluctuating interest rate structure. Accordingly, the carrying value approximates fair value as of September 30, 2017 and represents a Level 2 measurement. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.

The Partnership’s revolving credit facility also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the revolving credit facility to be immediately due and payable. The Partnership was in compliance with such covenants effective as of September 30, 2017.

Interest paid in cash was approximately $6.4 million and $2.7 million for the nine months ended September 30, 2017 and 2016, respectively.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

From time to time, the Partnership is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to the Partnership cannot be predicted with certainty, the Partnership believes that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows. When it is determined that a loss is probable of occurring and is reasonably estimable, the Partnership accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Partnership discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.

Lease Obligations

The Partnership has lease obligations for compression equipment under existing contracts with third parties. Rent expense included in operation and maintenance expense for the three and nine months ended September 30, 2017 was $0.3 million and $1.1 million, respectively, and $0.4 million and $1.2 million for the three and nine months ended September 30, 2016, respectively. Future payments for this equipment as of September 30, 2017 totaled $5.1 million (remainder of 2017: $1.5 million; 2018: $1.2 million; 2019: $1.2 million; 2020: $0.6 million; 2021: $0.3 million and thereafter: $0.3 million).

Water Assets Conveyance

In consideration for the acquisition of Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities (the “Water Assets”), on November 4, 2015, the Partnership paid Rice Energy $200.0 million in cash plus an additional amount that would be paid if certain of the conveyed systems’ capacities increased by 5.0 MMgal/d on or prior to December 31, 2017, equal to $25.0 million less the capital expenditures expended by the Partnership to achieve such increase, in accordance with the terms of the Purchase and Sale Agreement, by and between the Partnership and Rice Energy dated November 4, 2015. The Partnership has not recorded a contingent liability associated with the additional consideration as the required capacity increases were not considered probable as of September 30, 2017.

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Partners' Capital

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Partners' Capital

Partners’ Capital

The following table presents the Partnership’s common and subordinated units issued from January 1, 2016 through September 30, 2017:

	Limited Partners
	Common	Subordinated	Total
Balance, January 1, 2016	42,163,749	28,753,623	70,917,372
Equity offering in June 2016	9,200,000	—	9,200,000
Equity offering in October 2016	20,930,233	—	20,930,233
Common units issued under ATM program	944,700	—	944,700
Vested phantom units, net	280,451	—	280,451
Balance, December 31, 2016	73,519,133	28,753,623	102,272,756
Vested phantom units, net	30,352	—	30,352
Balance, September 30, 2017	73,549,485	28,753,623	102,303,108

As of September 30, 2017, Rice Midstream GP Holdings LLC (“GP Holdings”) owned approximately 28% of the Partnership consisting of 3,623 common units, 28,753,623 subordinated units and all of the incentive distribution rights.

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Net Income per Limited Partner Unit and Cash Distributions

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Net Income per Limited Partner Unit and Cash Distributions

Net Income per Limited Partner Unit and Cash Distributions

The Partnership’s net income is allocated to the limited partners, including subordinated unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to the incentive distribution rights held by GP Holdings. The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution rights is limited to cash available for distribution for the period. The Partnership’s net income allocable to the limited partners is allocated between common and subordinated unitholders by applying the provisions of the Partnership’s partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

Diluted net income per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the Rice Midstream Partners LP 2014 Long-Term Incentive Plan (the “LTIP”), were exercised, settled or converted into common units. When it is determined that potential common units should be included in diluted net income per limited partner unit calculation, the impact is reflected by applying the treasury stock method.

The following table presentsPartnership’scalculation of net income per limited partner unit for common and subordinated limited partner units.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except unit data)	2017		2016		2017		2016
Net income	$	51,454	$	24,989	$	133,129	$	87,351
Less: General partner interest in net income attributable to incentive distribution rights	1,949		427		4,779		540
Limited partner net income	$	49,505	$	24,562	$	128,350	$	86,811
Net income allocable to common units	$	35,591	$	15,862	$	92,270	$	53,199
Net income allocable to subordinated units	13,914		8,700		36,080		33,612
Limited partner net income	$	49,505	$	24,562	$	128,350	$	86,811
Weighted-average limited partner units outstanding - basic:
Common units	73,549,485		52,419,942		73,533,198		46,376,896
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,108		81,173,565		102,286,821		75,130,519
Weighted-average limited partner units outstanding - diluted:
Common units (1)	73,549,706		52,641,582		73,544,516		46,637,415
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,329		81,395,205		102,298,139		75,391,038
Net income per limited partner unit - basic:
Common units	$	0.48	$	0.30	$	1.25	$	1.15
Subordinated units	0.48		0.30		1.25		1.17
Total	$	0.48	$	0.30	$	1.25	$	1.16
Net income per limited partner unit - diluted:
Common units	$	0.48	$	0.30	$	1.25	$	1.14
Subordinated units (2)	0.48		0.30		1.25		1.17
Total	$	0.48	$	0.30	$	1.25	$	1.15
Cash distributions declared per limited partner unit: (3)
Common units	$	0.2814	$	0.2370	$	0.8133	$	0.6705
Subordinated units	0.2814		0.2370		0.8133		0.6705
Total	$	0.2814	$	0.2370	$	0.8133	$	0.6705

(1) Diluted weighted-average limited partner common units includes the effect of 221 and 11,318 units for the three and nine months ended September 30, 2017, respectively, and 221,640 and 260,519 units for the three and nine months ended September 30, 2016, respectively, in each case related to the LTIP.

(2) Basic and diluted income per limited partner unit is presented as if all earnings for the period had been distributed. While it appears that more income is allocated to the subordinated unitholders than the common unitholders for the nine months ended September 30, 2016, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders.

(3) See below for further discussion of cash distributions declared for the period presented.

Within 60 days after the end of each quarter, it is the Partnership’s intent to distribute to the holders of common and subordinated units on a quarterly basis the minimum quarterly distribution of $0.1875 per unit (or $0.75 on an annualized basis) to the extent it has sufficient cash after the establishment of cash reserves and the payment of its expenses, including payments to its general partner and affiliates.

Subordinated Units

GP Holdings owns all of the Partnership’s subordinated units. The principal difference between the Partnership’s common units and subordinated units is that, for any quarter during the “subordination period,” holders of the subordinated units will not be entitled to receive any distribution from operating surplus until the common units have received the minimum quarterly distribution for such quarter plus any arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. When the subordination period ends, each outstanding subordinated unit will convert into one common unit, which will then participate pro rata with the other common units in distributions.

Incentive Distribution Rights

All of the incentive distribution rights are held by GP Holdings. Incentive distribution rights represent the right to receive increasing percentages (15%, 25% and 50%) of quarterly distributions from operating surplus after the minimum quarterly distribution and the target distribution levels (described below) have been achieved.

For any quarter in which the Partnership has distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders in the following manner:

		Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Per Unit	Unitholders	Incentive Distribution Rights Holders
Minimum Quarterly Distribution	$0.1875	100%	—%
First Target Distribution	above $0.1875 up to $0.2156	100%	—%
Second Target Distribution	above $0.2156 up to $0.2344	85%	15%
Third Target Distribution	above $0.2344 up to $0.2813	75%	25%
Thereafter	above $0.2813	50%	50%

On August 17, 2017, a cash distribution of $0.2711 per common and subordinated unit was paid to the Partnership’s unitholders related to the second quarter of 2017. On October 20, 2017, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the second quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distributions paid per common and subordinated unit.

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Financial Information by Business Segment

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Financial Information by Business Segment

Financial Information by Business Segment

The Partnership operates in two business segments: (i) gathering and compression and (ii) water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy and third parties in the Appalachian Basin. The water services segment is engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin.

Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income, which is defined as segment operating revenues less operating expenses. Other income and expenses, interest and income taxes are managed on a consolidated basis. The segment accounting policies are the same as those described in Note 1 to the 2016 Annual Report.

The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2017.

	Three Months Ended September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	54,334	$	27,367	$	81,701
Total operating expenses	15,574		11,480		27,054
Operating income	$	38,760	$	15,887	$	54,647
Depreciation expense	$	3,348	$	4,319	$	7,667
Capital expenditures for segment assets	$	36,952	$	4,246	$	41,198

The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2016.

	Three Months Ended September 30, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	33,503	$	7,564	$	41,067
Total operating expenses	8,833		6,698		15,531
Operating income	$	24,670	$	866	$	25,536
Depreciation expense	$	2,406	$	3,083	$	5,489
Capital expenditures for segment assets	21,399		1,261		$	22,660

The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2017.

	Nine Months Ended September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	142,919	$	73,909	216,828
Total operating expenses	40,754		33,817		74,571
Operating income	$	102,165	$	40,092	$	142,257
Depreciation expense	$	9,855	$	12,976	$	22,831
Capital expenditures for segment assets	$	91,035	$	8,199	$	99,234

The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2016.

	Nine Months Ended September 30, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	90,339	$	51,818	$	142,157
Total operating expenses	26,015		25,989		52,004
Operating income	$	64,324	$	25,829	$	90,153
Depreciation expense	$	7,026	$	10,688	$	17,714
Capital expenditures for segment assets	$	93,100	$	4,579	$	97,679

The assets of the Partnership’s reportable segments were as follows as of September 30, 2017.

	As of September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,365,161	$	139,817	$	1,504,978
Goodwill	$	496,588	$	—	$	496,588

The assets of the Partnership’s reportable segments were as follows as of December 31, 2016.

	As of December 31, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,260,681	$	138,536	$	1,399,217
Goodwill	$	494,580	$	—	$	494,580

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Income Taxes

9 Months Ended

Sep. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Partnership is not subject to federal and state income taxes as a result of its limited partner structure. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated by the Partnership flow through to its unitholders. As such, the Partnership does not record a provision for income taxes in the current period. Prior to the Partnership’s initial public offering in December 2014 (the “IPO”), the Partnership’s income was included as part of Rice Energy’s consolidated federal tax return.

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Related Party Transactions

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

In the ordinary course of business, the Partnership has transactions with affiliated companies. During the nine months ended September 30, 2017 and 2016, related parties included Rice Energy and certain of its subsidiaries. Prior to the IPO, the push-down impact of the transactions was recorded in the consolidated statements of operations, and, as no cash settlement occurred, all transactions with Rice Energy and its subsidiaries were recorded in parent net equity. On December 22, 2014, upon completion of the IPO, the Partnership entered into an omnibus agreement (the “Omnibus Agreement”) with its General Partner, Rice Energy, Rice Poseidon Midstream LLC and Rice Midstream Holdings LLC. Pursuant to the Omnibus Agreement, Rice Energy performs centralized corporate and general and administrative services for the Partnership, such as financial and administrative, information technology, legal, health, safety and environmental, human resources, procurement, engineering, business development, investor relations, insurance and tax. In exchange, the Partnership reimburses Rice Energy for the expenses incurred in providing these services, except for any expenses associated with Rice Energy’s long-term incentive programs.

The expenses for which the Partnership reimburses Rice Energy and its subsidiaries related to corporate and general and administrative services may not necessarily reflect the actual expenses that the Partnership would incur on a stand-alone basis. The Partnership is unable to estimate what the costs would have been with an unrelated third party.

Also upon completion of the IPO, the Partnership entered into a fixed-fee gas gathering and compression agreement that runs until December 22, 2029 (the “Gas Gathering and Compression Agreement”) with Rice Drilling B LLC, a subsidiary of Rice Energy, and Alpha Shale Resources LP, pursuant to which the Partnership gathers Rice Energy’s natural gas and provides compression services on the Partnership’s gathering systems located in Washington and Greene Counties, Pennsylvania. As of September 30, 2017, the Partnership charges Rice Energy a gathering fee of $0.30 per Dth and a compression fee of $0.07 per Dth per stage of compression, each subject to annual adjustment for inflation based on the Consumer Price Index. The Gas Gathering and Compression Agreement covers substantially all of Rice Energy’s acreage position in the dry gas core of the Marcellus Shale in southwestern Pennsylvania as of September 30, 2017 and any future acreage it acquires within Washington and Greene Counties, Pennsylvania, excluding certain production subject to a pre-existing third-party dedication.

In connection with the closing of the acquisition of the Water Assets, the Partnership entered into amended and restated water services agreements with Rice Energy (the “Water Services Agreements”), whereby the Partnership has agreed to provide certain fluid handling services to Rice Energy, including the exclusive right to provide fresh water for well completions operations in the Marcellus and Utica Shales and to collect and recycle or dispose of flowback and produced water for Rice Energy within areas of dedication in defined service areas in Pennsylvania and Ohio. The initial terms of the Water Services Agreements are until December 22, 2029 and from month to month thereafter. Under the agreements, Rice Energy will pay the Partnership (i) a variable fee, based on volumes of water supplied, for freshwater deliveries by pipeline directly to the well site, subject to annual Consumer Price Index adjustments and (ii) a produced water hauling fee of actual out-of-pocket cost incurred by the Partnership, plus a 2% margin.

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New Accounting Pronouncements

9 Months Ended

Sep. 30, 2017

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients.” These updates do not change the core principle of the guidance in Topic 606 (as amended by ASU 2014-09), but rather provide further guidance with respect to the implementation of ASU 2014-09. The effective date for ASU 2016-10, 2016-11, 2016-12 and ASU 2014-09, as amended by ASU 2015-14, is for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU 2014-09 and ASU 2016-02. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Partnership continues to evaluate contract terms and potential impacts of the five-step model specified by the new guidance. That five-step model includes: (1) determination of whether a contract-an agreement between two or more parties that creates legally enforceable rights and obligations-exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Partnership anticipates adopting the standard using the modified retrospective approach at adoption. The Partnership is currently evaluating individual customer contracts within each of our business segments and documenting changes to our accounting policies and controls as we continue to evaluate the impact of the adoption of this standard. The results of our procedures to date indicate that the adoption of this standard will not have a material impact on our statement of operations; however, the Partnership continues to evaluate the impact of the adoption on related financial statement disclosures.

In February 2016, the FASB issued ASU, 2016-02, “Leases (Topic 842)” ASU 2016-02 which requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Partnership continues to evaluate its agreements to assess the impact of the new guidance on its financial statements.

In March 2016, FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, (c) classification on the statement of cash flows and (d) forfeiture rate calculations. The Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Partnership adopted this ASU on January 1, 2017, and has determined that the new ASU could potentially have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test of Goodwill Impairment.” ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a partnership would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply the standard’s provisions prospectively. The Partnership adopted ASU 2017-04 on January 1, 2017 and determined that this standard will not have a material quantitative effect on the financial statements in the future, unless an impairment charge is necessary.

In May 2017, the FASB issued ASU 2017-09, “Stock Compensation (Topic 718): Scope of Modification Accounting”. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Partnership is currently evaluating the impact that this guidance will have on its consolidated financial statements.

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Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On October 20, 2017, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the third quarter of 2017 of $0.2814 per common and subordinated unit. The cash distribution will be paid on November 16, 2017 to unitholders of record at the close of business on November 7, 2017. Also on November 16, 2017, a cash distribution of $1.9 million will be made to GP Holdings related to its incentive distribution rights in the Partnership based upon the level of distribution paid per common and subordinated unit.

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Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Partnership have been prepared by the Partnership’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Partnership’s financial position as of September 30, 2017 and December 31, 2016, its condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, and its condensed consolidated statements of cash flows and partners’ capital for the nine months ended September 30, 2017 and 2016.

Commitments and Contingencies

From time to time, the Partnership is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to the Partnership cannot be predicted with certainty, the Partnership believes that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows. When it is determined that a loss is probable of occurring and is reasonably estimable, the Partnership accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Partnership discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.

Financial Information by Business Segment

The Partnership operates in two business segments: (i) gathering and compression and (ii) water services. The gathering and compression segment provides natural gas gathering and compression services for Rice Energy and third parties in the Appalachian Basin. The water services segment is engaged in the provision of water services to support well completion activities and to collect and recycle or dispose of flowback and produced water for Rice Energy and third parties in the Appalachian Basin.

Business segments are evaluated for their contribution to the Partnership’s consolidated results based on operating income, which is defined as segment operating revenues less operating expenses. Other income and expenses, interest and income taxes are managed on a consolidated basis. The segment accounting policies are the same as those described in Note 1 to the 2016 Annual Report.

New Accounting Pronouncements

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) - Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients.” These updates do not change the core principle of the guidance in Topic 606 (as amended by ASU 2014-09), but rather provide further guidance with respect to the implementation of ASU 2014-09. The effective date for ASU 2016-10, 2016-11, 2016-12 and ASU 2014-09, as amended by ASU 2015-14, is for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU 2014-09 and ASU 2016-02. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Partnership continues to evaluate contract terms and potential impacts of the five-step model specified by the new guidance. That five-step model includes: (1) determination of whether a contract-an agreement between two or more parties that creates legally enforceable rights and obligations-exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Partnership anticipates adopting the standard using the modified retrospective approach at adoption. The Partnership is currently evaluating individual customer contracts within each of our business segments and documenting changes to our accounting policies and controls as we continue to evaluate the impact of the adoption of this standard. The results of our procedures to date indicate that the adoption of this standard will not have a material impact on our statement of operations; however, the Partnership continues to evaluate the impact of the adoption on related financial statement disclosures.

In February 2016, the FASB issued ASU, 2016-02, “Leases (Topic 842)” ASU 2016-02 which requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Partnership continues to evaluate its agreements to assess the impact of the new guidance on its financial statements.

In March 2016, FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, (c) classification on the statement of cash flows and (d) forfeiture rate calculations. The Partnership adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Partnership adopted this ASU on January 1, 2017, and has determined that the new ASU could potentially have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test of Goodwill Impairment.” ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a partnership would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply the standard’s provisions prospectively. The Partnership adopted ASU 2017-04 on January 1, 2017 and determined that this standard will not have a material quantitative effect on the financial statements in the future, unless an impairment charge is necessary.

In May 2017, the FASB issued ASU 2017-09, “Stock Compensation (Topic 718): Scope of Modification Accounting”. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Partnership is currently evaluating the impact that this guidance will have on its consolidated financial statements.

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Business Acquisition, Pro Forma Information

The Vantage Midstream Entities contributed the following to the Partnership’s condensed consolidated operating results for the three and nine months ended September 30, 2017.

	Three Months Ended		Nine Months Ended
(in thousands)	September 30, 2017		September 30, 2017
Operating revenues	$	17,755	$	45,588
Net income	$	14,485	$	33,680

The following unaudited pro forma combined financial information presents the Partnership’s results as though the acquisition of the Vantage Midstream Entities and the 2016 Private Placement had been completed at January 1, 2016.

	Pro Forma
	Three Months Ended		Nine Months Ended
(in thousands, except per unit data)	September 30, 2016		September 30, 2016
Operating revenues	$	57,357	$	191,871
Limited partner net income	$	34,156	$	115,538
Earnings per common unit (basic)	$	0.33	$	1.20
Earnings per common unit (diluted)	$	0.33	$	1.20
Earnings per subordinated unit	$	0.33	$	1.21

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Partners' Capital (Tables)

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Schedule of Capital Units

The following table presents the Partnership’s common and subordinated units issued from January 1, 2016 through September 30, 2017:

	Limited Partners
	Common	Subordinated	Total
Balance, January 1, 2016	42,163,749	28,753,623	70,917,372
Equity offering in June 2016	9,200,000	—	9,200,000
Equity offering in October 2016	20,930,233	—	20,930,233
Common units issued under ATM program	944,700	—	944,700
Vested phantom units, net	280,451	—	280,451
Balance, December 31, 2016	73,519,133	28,753,623	102,272,756
Vested phantom units, net	30,352	—	30,352
Balance, September 30, 2017	73,549,485	28,753,623	102,303,108

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Net Income per Limited Partner Unit and Cash Distributions (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presentsPartnership’scalculation of net income per limited partner unit for common and subordinated limited partner units.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except unit data)	2017		2016		2017		2016
Net income	$	51,454	$	24,989	$	133,129	$	87,351
Less: General partner interest in net income attributable to incentive distribution rights	1,949		427		4,779		540
Limited partner net income	$	49,505	$	24,562	$	128,350	$	86,811
Net income allocable to common units	$	35,591	$	15,862	$	92,270	$	53,199
Net income allocable to subordinated units	13,914		8,700		36,080		33,612
Limited partner net income	$	49,505	$	24,562	$	128,350	$	86,811
Weighted-average limited partner units outstanding - basic:
Common units	73,549,485		52,419,942		73,533,198		46,376,896
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,108		81,173,565		102,286,821		75,130,519
Weighted-average limited partner units outstanding - diluted:
Common units (1)	73,549,706		52,641,582		73,544,516		46,637,415
Subordinated units	28,753,623		28,753,623		28,753,623		28,753,623
Total	102,303,329		81,395,205		102,298,139		75,391,038
Net income per limited partner unit - basic:
Common units	$	0.48	$	0.30	$	1.25	$	1.15
Subordinated units	0.48		0.30		1.25		1.17
Total	$	0.48	$	0.30	$	1.25	$	1.16
Net income per limited partner unit - diluted:
Common units	$	0.48	$	0.30	$	1.25	$	1.14
Subordinated units (2)	0.48		0.30		1.25		1.17
Total	$	0.48	$	0.30	$	1.25	$	1.15
Cash distributions declared per limited partner unit: (3)
Common units	$	0.2814	$	0.2370	$	0.8133	$	0.6705
Subordinated units	0.2814		0.2370		0.8133		0.6705
Total	$	0.2814	$	0.2370	$	0.8133	$	0.6705

(1) Diluted weighted-average limited partner common units includes the effect of 221 and 11,318 units for the three and nine months ended September 30, 2017, respectively, and 221,640 and 260,519 units for the three and nine months ended September 30, 2016, respectively, in each case related to the LTIP.

(2) Basic and diluted income per limited partner unit is presented as if all earnings for the period had been distributed. While it appears that more income is allocated to the subordinated unitholders than the common unitholders for the nine months ended September 30, 2016, our partnership agreement prevents us from making a distribution to the subordinated unitholders in excess of those to the common unitholders.

(3) See below for further discussion of cash distributions declared for the period presented.

Schedule of Incentive Distribution Rights

For any quarter in which the Partnership has distributed cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum distribution, then the Partnership will distribute any additional available cash from operating surplus for that quarter among the unitholders and the incentive distribution rights holders in the following manner:

		Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Per Unit	Unitholders	Incentive Distribution Rights Holders
Minimum Quarterly Distribution	$0.1875	100%	—%
First Target Distribution	above $0.1875 up to $0.2156	100%	—%
Second Target Distribution	above $0.2156 up to $0.2344	85%	15%
Third Target Distribution	above $0.2344 up to $0.2813	75%	25%
Thereafter	above $0.2813	50%	50%

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Financial Information by Business Segment (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2017.

	Three Months Ended September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	54,334	$	27,367	$	81,701
Total operating expenses	15,574		11,480		27,054
Operating income	$	38,760	$	15,887	$	54,647
Depreciation expense	$	3,348	$	4,319	$	7,667
Capital expenditures for segment assets	$	36,952	$	4,246	$	41,198

The operating results of the Partnership’s reportable segments were as follows for the three months ended September 30, 2016.

	Three Months Ended September 30, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	33,503	$	7,564	$	41,067
Total operating expenses	8,833		6,698		15,531
Operating income	$	24,670	$	866	$	25,536
Depreciation expense	$	2,406	$	3,083	$	5,489
Capital expenditures for segment assets	21,399		1,261		$	22,660

The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2017.

	Nine Months Ended September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	142,919	$	73,909	216,828
Total operating expenses	40,754		33,817		74,571
Operating income	$	102,165	$	40,092	$	142,257
Depreciation expense	$	9,855	$	12,976	$	22,831
Capital expenditures for segment assets	$	91,035	$	8,199	$	99,234

The operating results of the Partnership’s reportable segments were as follows for the nine months ended September 30, 2016.

	Nine Months Ended September 30, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Total operating revenues	$	90,339	$	51,818	$	142,157
Total operating expenses	26,015		25,989		52,004
Operating income	$	64,324	$	25,829	$	90,153
Depreciation expense	$	7,026	$	10,688	$	17,714
Capital expenditures for segment assets	$	93,100	$	4,579	$	97,679

Reconciliation of Assets from Segment to Consolidated

The assets of the Partnership’s reportable segments were as follows as of September 30, 2017.

	As of September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,365,161	$	139,817	$	1,504,978
Goodwill	$	496,588	$	—	$	496,588

The assets of the Partnership’s reportable segments were as follows as of December 31, 2016.

	As of December 31, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,260,681	$	138,536	$	1,399,217
Goodwill	$	494,580	$	—	$	494,580

Reconciliation of Other Significant Reconciling Items from Segments to Consolidated

The assets of the Partnership’s reportable segments were as follows as of September 30, 2017.

	As of September 30, 2017
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,365,161	$	139,817	$	1,504,978
Goodwill	$	496,588	$	—	$	496,588

The assets of the Partnership’s reportable segments were as follows as of December 31, 2016.

	As of December 31, 2016
(in thousands)	Gathering and Compression		Water Services		Consolidated Total
Segment assets	$	1,260,681	$	138,536	$	1,399,217
Goodwill	$	494,580	$	—	$	494,580

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Basis of Presentation (Details) - USD ($) $ in Millions	Jun. 19, 2017	Sep. 30, 2017	Dec. 31, 2016
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Termination fee	$ 255.0
Amount of reimbursement	$ 67.0
Common
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common and Subordinated units outstanding (in units)		73,549,485	73,519,133
Common | Partnership Interest | Limited Partners
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common and Subordinated units outstanding (in units)	3,623
Subordinated
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common and Subordinated units outstanding (in units)		28,753,623	28,753,623
Subordinated | Partnership Interest | Limited Partners
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common and Subordinated units outstanding (in units)	28,753,623

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Acquisitions (Narrative) (Details) $ in Thousands			9 Months Ended		11 Months Ended
	Sep. 30, 2017 USD ($)	Oct. 19, 2016 USD ($) mi	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)
Business Acquisition [Line Items]
Proceeds from borrowings			$ 32,000	$ 43,000
Goodwill	$ 496,588		496,588		$ 496,588	$ 494,580
Gathering and Compression
Business Acquisition [Line Items]
Goodwill	496,588		496,588		496,588	$ 494,580
Vantage Midstream Entities
Business Acquisition [Line Items]
Aggregate purchase price	7,600
Vantage Midstream Entities | Revolving Credit Facility
Business Acquisition [Line Items]
Proceeds from borrowings		$ 159,000
Vantage Midstream Entities | Private Placement
Business Acquisition [Line Items]
Net proceeds from private placement		$ 441,000
Vantage Midstream Entities | Subsidiary of Common Parent
Business Acquisition [Line Items]
Number of miles of dry gas gathering and compression assets | mi		30
Aggregate purchase price		$ 600,000			22,000
Net working capital		$ 400
Goodwill	$ 5,800		$ 5,800		$ 5,800
Percentage interest acquired	32.50%	67.50%	32.50%		32.50%
Vantage Midstream Entities | Subsidiary of Common Parent | Operating Segments | Gathering and Compression
Business Acquisition [Line Items]
Goodwill		$ 455,000
Vantage Midstream Entities | Subsidiary of Common Parent | Gas gathering and compression assets
Business Acquisition [Line Items]
Property and equipment	$ 16,200	$ 144,600	$ 16,200		$ 16,200

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Acquisitions (Schedule of Post-Acquisition Operating Results and Pro Forma Information) (Details) - Subsidiary of Common Parent - Vantage Midstream Entities - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Business Acquisition [Line Items]
Operating revenues	$ 17,755		$ 45,588
Net income	$ 14,485		$ 33,680
Pro Forma
Operating revenues		$ 57,357		$ 191,871
Limited partner net income		$ 34,156		$ 115,538
Entity Common Units Outstanding
Pro Forma
Earnings per common unit (basic) (in dollars per unit)		$ 0.33		$ 1.20
Earnings per common unit (diluted) (in dollars per unit)		0.33		1.20
Entity Subordinated Units Outstanding
Pro Forma
Earnings per subordinated units (in dollars per unit)		$ 0.33		$ 1.21

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Long-Term Debt (Narrative) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Debt Instrument [Line Items]
Interest paid in cash	$ 6,400,000	$ 2,700,000
Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Commitment fee based on undrawn commitment (basis points)	0.375%
Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Commitment fee based on undrawn commitment (basis points)	0.50%
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Applicable margin (basis points)	2.00%
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum
Debt Instrument [Line Items]
Applicable margin (basis points)	3.00%
Revolving Credit Facility | Federal Funds Rate
Debt Instrument [Line Items]
Applicable margin (basis points)	0.50%
Revolving Credit Facility | One Month Eurodollar
Debt Instrument [Line Items]
Applicable margin (basis points)	1.00%
Revolving Credit Facility | One Month Eurodollar, Additional Margin | Minimum
Debt Instrument [Line Items]
Applicable margin (basis points)	1.00%
Revolving Credit Facility | One Month Eurodollar, Additional Margin | Maximum
Debt Instrument [Line Items]
Applicable margin (basis points)	2.00%
Revolving Credit Facility | Wells Fargo Bank, N.A.
Debt Instrument [Line Items]
Maximum credit amount	$ 850,000,000.0
Additional commitments available under accordion feature	200,000,000.0
Borrowings outstanding	222,000,000
Amount of availability	628,000,000
Average daily outstanding balance of credit facility	$ 205,200,000
Weighted average interest rate percentage	3.00%
Revolving Credit Facility | Wells Fargo Bank, N.A. | Letter of Credit
Debt Instrument [Line Items]
Borrowings outstanding	$ 0

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Commitments and Contingencies (Details)		3 Months Ended		9 Months Ended
	Nov. 04, 2015 USD ($) gal	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)
Water Assets | Subsidiary of Common Parent
Other Commitments [Line Items]
Amount of consideration	$ 200,000,000
Increase in conveyed systems' capacities (gal/d) | gal	5,000,000.0
Amount of earn out provision	$ 25,000,000.0
Compression equipment
Other Commitments [Line Items]
Rent expense		$ 300,000	$ 400,000	$ 1,100,000	$ 1,200,000
Future payments for equipment		5,100,000		5,100,000
Remainder of 2017		1,500,000		1,500,000
2018		1,200,000		1,200,000
2019		1,200,000		1,200,000
2020		600,000		600,000
2021		300,000		300,000
Thereafter		$ 300,000		$ 300,000

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Partners' Capital (Schedule of Common and Subordinated Units Issued) (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Increase (Decrease) in Partners' Capital [Roll Forward]
Balance (in units)	102,272,756	70,917,372
Vested phantom units, net (in units)	30,352	280,451
Balance (in units)	102,303,108	102,272,756
Limited Partners | Common
Increase (Decrease) in Partners' Capital [Roll Forward]
Balance (in units)	73,519,133	42,163,749
Vested phantom units, net (in units)	30,352	280,451
Balance (in units)	73,549,485	73,519,133
Limited Partners | Subordinated
Increase (Decrease) in Partners' Capital [Roll Forward]
Balance (in units)	28,753,623	28,753,623
Vested phantom units, net (in units)	0	0
Balance (in units)	28,753,623	28,753,623
Equity offering in June 2016
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		9,200,000
Equity offering in June 2016 | Limited Partners | Common
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		9,200,000
Equity offering in June 2016 | Limited Partners | Subordinated
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		0
Equity offering in October 2016
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		20,930,233
Equity offering in October 2016 | Limited Partners | Common
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		20,930,233
Equity offering in October 2016 | Limited Partners | Subordinated
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		0
Common units issued under ATM program
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		944,700
Common units issued under ATM program | Limited Partners | Common
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		944,700
Common units issued under ATM program | Limited Partners | Subordinated
Increase (Decrease) in Partners' Capital [Roll Forward]
Equity offering (in units)		0

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Partners' Capital (Details) - shares	Sep. 30, 2017	Jun. 19, 2017	Dec. 31, 2016
Subsidiary, Sale of Stock [Line Items]
Equity interest retained in partnership (percentage)	28.00%
Common
Subsidiary, Sale of Stock [Line Items]
Equity interests assigned (number of units)	73,549,485		73,519,133
Subordinated
Subsidiary, Sale of Stock [Line Items]
Equity interests assigned (number of units)	28,753,623		28,753,623
Partnership Interest | Common | Limited Partners
Subsidiary, Sale of Stock [Line Items]
Equity interests assigned (number of units)		3,623
Partnership Interest | Subordinated | Limited Partners
Subsidiary, Sale of Stock [Line Items]
Equity interests assigned (number of units)		28,753,623
GP Holdings | Partnership Interest | Common | Limited Partners
Subsidiary, Sale of Stock [Line Items]
Equity interests assigned (number of units)	3,623
GP Holdings | Partnership Interest | Subordinated | Limited Partners
Subsidiary, Sale of Stock [Line Items]
Equity interests assigned (number of units)	28,753,623

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Net Income per Limited Partner Unit and Cash Distributions (Schedule of Calculation of Net Income per Limited Partner Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Net income	$ 51,454	$ 24,989	$ 133,129	$ 87,351
Less: General partner interest in net income attributable to incentive distribution rights	1,949	427	4,779	540
Limited partner net income	$ 49,505	$ 24,562	$ 128,350	$ 86,811
Weighted-average limited partner units outstanding - basic:
Weighted-average limited partner units outstanding - basic (in units)	102,303,108	81,173,565	102,286,821	75,130,519
Weighted-average limited partner units outstanding - diluted:
Weighted-average limited partner units outstanding - diluted (in units)	102,303,329	81,395,205	102,298,139	75,391,038
Net income per limited partner unit - basic:
Net income per limited partner unit - basic (in dollars per unit)	$ 0.48	$ 0.30	$ 1.25	$ 1.16
Net income per limited partner unit - diluted:
Net income per limited partner unit - diluted (in dollars per unit)	0.48	0.30	1.25	1.15
Unitholders
Cash distributions declared per limited partner unit (in dollars per unit)	$ 0.2814	$ 0.237	$ 0.8133	$ 0.6705
Period after the end of each quarter in which the partnership intends to distribute the minimum quarterly distribution			60 days
Minimum quarterly distribution per unit (in dollars per unit)			$ 0.1875
Annualized distribution per unit (in dollars per unit)			$ 0.75
Phantom unit
Unitholders
Units considered anti-dilutive (in shares)	221	221,640	11,318	260,519
Common
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Limited partner net income	$ 35,591	$ 15,862	$ 92,270	$ 53,199
Weighted-average limited partner units outstanding - basic:
Weighted-average limited partner units outstanding - basic (in units)	73,549,485	52,419,942	73,533,198	46,376,896
Weighted-average limited partner units outstanding - diluted:
Weighted-average limited partner units outstanding - diluted (in units)	73,549,706	52,641,582	73,544,516	46,637,415
Net income per limited partner unit - basic:
Net income per limited partner unit - basic (in dollars per unit)	$ 0.48	$ 0.30	$ 1.25	$ 1.15
Net income per limited partner unit - diluted:
Net income per limited partner unit - diluted (in dollars per unit)	0.48	0.30	1.25	1.14
Unitholders
Cash distributions declared per limited partner unit (in dollars per unit)	$ 0.2814	$ 0.237	$ 0.8133	$ 0.6705
Subordinated
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Limited partner net income	$ 13,914	$ 8,700	$ 36,080	$ 33,612
Weighted-average limited partner units outstanding - basic:
Weighted-average limited partner units outstanding - basic (in units)	28,753,623	28,753,623	28,753,623	28,753,623
Weighted-average limited partner units outstanding - diluted:
Weighted-average limited partner units outstanding - diluted (in units)	28,753,623	28,753,623	28,753,623	28,753,623
Net income per limited partner unit - basic:
Net income per limited partner unit - basic (in dollars per unit)	$ 0.48	$ 0.30	$ 1.25	$ 1.17
Net income per limited partner unit - diluted:
Net income per limited partner unit - diluted (in dollars per unit)	0.48	0.30	1.25	1.17
Unitholders
Cash distributions declared per limited partner unit (in dollars per unit)	$ 0.2814	$ 0.2370	$ 0.8133	$ 0.6705

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Net Income per Limited Partner Unit and Cash Distributions (Incentive Distribution Rights) (Details) $ / shares in Units, $ in Millions				3 Months Ended		9 Months Ended
	Nov. 16, 2017 USD ($)	Oct. 20, 2017 $ / shares	Aug. 17, 2017 $ / shares	Sep. 30, 2017 $ / shares	Sep. 30, 2016 $ / shares	Sep. 30, 2017 $ / shares	Sep. 30, 2016 $ / shares
Incentive Distribution Made to Managing Member or General Partner [Line Items]
Conversion ratio of subordinated units to common units						1
Unitholders
Minimal Quarterly Distribution, Marginal Percentage Interest in Distributions, Unitholders						100.00%
First Target Distribution, Marginal Percentage Interest in Distributions, Unitholders						100.00%
Second Target Distribution, Marginal Percentage Interest in Distributions, Unitholders						85.00%
Third Target Distribution, Marginal Percentage Interest in Distributions, Unitholders						75.00%
Thereafter, Marginal Percentage Interest in Distributions, Unitholders						50.00%
Incentive Distribution Rights Holders
Minimal Quarterly Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders						0.00%
First Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders						0.00%
Second Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders						15.00%
Third Target Distribution, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders						25.00%
Thereafter, Marginal Percentage Interest in Distributions, Incentive Distribution Rights Holders						50.00%
Cash distribution paid per common and subordinated unit (in dollars per unit)			$ 0.2711
Cash distributions declared per limited partner unit (in dollars per unit)				$ 0.2814	$ 0.237	$ 0.8133	$ 0.6705
Subsequent Event
Incentive Distribution Rights Holders
Cash distributions declared per limited partner unit (in dollars per unit)		$ 0.2814
Limited Partners | GP Holdings | Scenario, Forecast
Incentive Distribution Rights Holders
Amount of cash distribution related to incentive distribution rights | $	$ 1.9
Minimum
Incentive Distribution Made to Managing Member or General Partner [Line Items]
First Target Distribution, Total Quarterly Distribution Per Unit						0.1875
Second Target Distribution, Total Quarterly Distribution Per Unit						0.2156
Third Target Distribution, Total Quarterly Distribution Per Unit						0.2344
Thereafter, Total Quarterly Distribution Per Unit						0.2813
Maximum
Incentive Distribution Made to Managing Member or General Partner [Line Items]
First Target Distribution, Total Quarterly Distribution Per Unit						0.2156
Second Target Distribution, Total Quarterly Distribution Per Unit						0.2344
Third Target Distribution, Total Quarterly Distribution Per Unit						$ 0.2813

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Financial Information by Business Segment (Narrative) (Details)	9 Months Ended
	Sep. 30, 2017 business_segment
Segment Reporting [Abstract]
Number of business segments	2

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Financial Information by Business Segment (Schedule of Operating Results and Assets) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information [Line Items]
Total operating revenues	$ 81,701	$ 41,067	$ 216,828	$ 142,157
Total operating expenses	27,054	15,531	74,571	52,004
Operating income	54,647	25,536	142,257	90,153
Depreciation expense	7,667	5,489	22,831	17,714
Capital expenditures for segment assets	41,198	22,660	99,234	97,679
Gathering and Compression
Segment Reporting Information [Line Items]
Total operating revenues	54,334	33,503	142,919	90,339
Total operating expenses	15,574	8,833	40,754	26,015
Operating income	38,760	24,670	102,165	64,324
Depreciation expense	3,348	2,406	9,855	7,026
Capital expenditures for segment assets	36,952	21,399	91,035	93,100
Water Services
Segment Reporting Information [Line Items]
Total operating revenues	27,367	7,564	73,909	51,818
Total operating expenses	11,480	6,698	33,817	25,989
Operating income	15,887	866	40,092	25,829
Depreciation expense	4,319	3,083	12,976	10,688
Capital expenditures for segment assets	$ 4,246	$ 1,261	$ 8,199	$ 4,579

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Financial Information by Business Segment (Schedule of Assets of Reportable Segments) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	$ 1,504,978	$ 1,399,217
Gathering and Compression
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	1,365,161	1,260,681
Water Services
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	$ 139,817	$ 138,536

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Financial Information by Business Segment (Schedule of Goodwill of Reportable Segments) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Segment Reporting, Other Significant Reconciling Item [Line Items]
Goodwill	$ 496,588	$ 494,580
Gathering and Compression
Segment Reporting, Other Significant Reconciling Item [Line Items]
Goodwill	496,588	494,580
Water Services
Segment Reporting, Other Significant Reconciling Item [Line Items]
Goodwill	$ 0	$ 0

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Related Party Transactions (Details)	9 Months Ended
	Sep. 30, 2017 $ / dth
Subsidiary of Common Parent | Water Assets
Related Party Transaction [Line Items]
Margin percentage	2.00%
Gas Gathering and Compression Agreement, Gathering Fee | Gas Gathering and Compression Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Gathering fee (dollars per Dth)	0.30
Gas Gathering and Compression Agreement, Compression Fee | Gas Gathering and Compression Agreement | Affiliated Entity
Related Party Transaction [Line Items]
Gathering fee (dollars per Dth)	0.07

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Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended
	Nov. 16, 2017	Oct. 20, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Subsequent Event [Line Items]
Cash distributions declared per limited partner unit (in dollars per unit)			$ 0.2814	$ 0.237	$ 0.8133	$ 0.6705
Scenario, Forecast | Limited Partners | GP Holdings
Subsequent Event [Line Items]
Amount of cash distribution related to incentive distribution rights	$ 1.9
Subsequent Event
Subsequent Event [Line Items]
Cash distributions declared per limited partner unit (in dollars per unit)		$ 0.2814