May 7, 2015
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: EQT GP Holdings, LP (the “Partnership”)
Registration Statement on Form S-1 (File No. 333-202053)
Ladies and Gentlemen:
As representatives of the several underwriters of the Partnership’s proposed public offering of up to 23,000,000 common units representing limited partner interests of the Partnership, we hereby join the Partnership’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (NYT) on May 11, 2015, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Partnership’s Preliminary Prospectus dated May 4, 2015, through the date hereof:
Preliminary Prospectus dated May 4, 2015:
9,134 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
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| Very truly yours, | |
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| BARCLAYS CAPITAL INC. | |
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| GOLDMAN, SACHS & CO. | |
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| As Representatives of the several Underwriters | |
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| By: BARCLAYS CAPITAL INC. | |
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| By: | /s/ Victoria Hale |
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| Victoria Hale |
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| Vice President |
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| By: GOLDMAN, SACHS & CO. | |
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| By: | /s/ Ryan Gilliam |
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| Ryan Gilliam |
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| Vice President |
Signature Page to
Acceleration Request