RICE MIDSTREAM PARTNERS LPd18rn0p25nwr6d.cloudfront.net/CIK-0001620928/1f1c1... · Vantage Energy,...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2016

RICE MIDSTREAM PARTNERS LP(Exact name of registrant as specified in its charter)

Delaware 001-36789 47-1557755

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

2200 Rice DriveCanonsburg, Pennsylvania 15317

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (724) 271-7200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Rice Midstream Partners LP (the “Partnership”) is filing this Current Report on Form 8-K to provide certain financial information with respect to certainmidstream assets (the “Vista Gathering Assets”) that the Partnership indirectly acquired on October 19, 2016 when the Partnership acquired Vantage Energy IIAccess, LLC and Vista Gathering, LLC (the “Midstream Acquisition”) pursuant to that certain Purchase and Sale Agreement, dated September 26, 2016, betweenthe Partnership and Rice Energy Inc.

Included in this filing as Exhibit 99.1 are the audited combined financial statements of the Vista Gathering Assets for the periods described in Item 9.01(a)below, the notes related thereto and the Report of Independent Registered Public Accounting Firm, and included in this filing as Exhibit 99.2 are the unauditedcombined financial statements of the Vista Gathering Assets for the periods described in Item 9.01(a) below and the notes related thereto.

Included in this filing as Exhibit 99.3 is the unaudited pro forma combined financial information described in Item 9.01(b) below.

Item 9.01 Financial Statement and Exhibits.

(a) Financial Statements • Audited combined financial statements of the Vista Gathering Assets as of December 31, 2015 and 2014 and for each of the years in the three-year

period ended December 31, 2015, and the related notes to the consolidated financial statements, attached as Exhibit 99.1 hereto.

• Unaudited combined balance sheets of the Vista Gathering Assets as of December 31, 2015 and June 30, 2016, the related combined statements ofincome and cash flows for the six months ended June 30, 2016 and 2015, the related combined statements of net investment for the six months endedJune 30, 2016 and for the year ended December 31, 2015 and the related notes to the unaudited combined financial statements, attached asExhibit 99.2 hereto.

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(b) Pro Forma Financial Information

The following unaudited pro forma combined financial information of the Partnership, giving effect to the Acquisition, is included in Exhibit 99.3 hereto:

• Unaudited Pro Forma Combined Balance Sheet as of June 30, 2016.

• Unaudited Pro Forma Combined Statements of Operations for the six months ended June 30, 2016 and the year ended December 31, 2015.

• Notes to the Unaudited Pro Forma Combined Financial Statements.

(d) Exhibits. Exhibit

No. Description

23.1 Consent of KPMG LLP

99.1 Historical audited combined financial statements of the Vista Gathering Assets

99.2 Historical unaudited combined financial statements of the Vista Gathering Assets

99.3 Unaudited pro forma combined financial information

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.

RICE ENERGY INC.

Dated: October 28, 2016 /s/ DANIEL J. RICE IV Daniel J. Rice IV Director and Chief Executive Officer

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EXHIBIT INDEX Exhibit

No. Description

23.1 Consent of KPMG LLP

99.1 Historical audited combined financial statements of the Vista Gathering Assets

99.2 Historical unaudited combined financial statements of the Vista Gathering Assets

99.3 Unaudited pro forma combined financial information

5

Exhibit 23.1

Independent Auditors Consent

The Board of Managers and MembersVantage Energy, LLC and Vantage Energy II, LLC:

We consent to the incorporation by reference in the registration statements (Nos. 333-209089 and 333-207977) on Form S-3 and (No. 333-207977) on Form S-8 ofRice Midstream Partners LP, of our report dated May 10, 2016, with respect to the combined financial statements of the Vista Gathering Assets, which comprisethe combined balance sheets as of December 31, 2015 and 2014, and the related combined statement of income, changes in members’ equity, and cash flows foreach of the years in the three year period ended December 31, 2015, which report appears in the Form 8-K of Rice Midstream Partners LP dated October 28, 2016.

/s/ KPMG LLP

Denver, ColoradoOctober 28, 2016

Exhibit 99.1

VISTA GATHERING ASSETS

Combined Financial Statements

December 31, 2015, 2014 and 2013

(With Independent Auditors’ Report Thereon)


Table of Contents Page Independent Auditors’ Report 1 Combined Financial Statements:

Combined Balance Sheets 3 Combined Statements of Income 4 Combined Statements of Net Investment 5 Combined Statements of Cash Flows 6

Notes to Combined Financial Statements 7

Independent Auditors’ Report

The Board of Managers and MembersVantage Energy, LLC and Vantage Energy II, LLC:

We have audited the accompanying combined financial statements of the Vista Gathering Assets, which comprise the combined balance sheets as of December 31,2015 and 2014, and the related combined statements of income, changes in members’ equity, and cash flows for each of the years in the three year period endedDecember 31, 2015 and the related notes to the combined financial statements.

Management’sResponsibilityfortheFinancialStatements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with U.S. generally accepted accountingprinciples; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financialstatements that are free from material misstatement, whether due to fraud or error.

Auditors’Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditingstandards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selecteddepend on the auditors’ judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financialstatements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theentity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Vista Gathering Assets as ofDecember 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2015, inaccordance with U.S. generally accepted accounting principles.

EmphasisofaMatter

The Vista Gathering Assets rely on capital from its owners, Vantage Energy, LLC and Vantage Energy II, LLC (the Owners), and the Vista Gathering Assets areincluded as collateral in the Owner’s credit agreements. See note 7 Liquidity. Our opinion is not modified with respect to this matter.

/s/ KPMG LLP

Denver, ColoradoMay 10, 2016

2


Combined Balance Sheets

December 31, 2015 and 2014 2015 2014 Current assets:

Accounts receivable – affiliates $ 4,091,830 2,697,593 Gathering systems 129,635,405 110,420,150 Less accumulated depreciation (10,850,106) (4,833,308)

Gathering systems, net 118,785,299 105,586,842 Water investment, net of surcharges refunded 1,345,862 — Less accumulated amortization (21,065) —

Water investment, net 1,324,797 —

Total assets $124,201,926 108,284,435

Current liabilities: Accounts payable and accrued liabilities $ 6,317,524 8,572,819 Asset retirement obligations 292,287 283,501

Total liabilities 6,609,811 8,856,320 Commitments and contingencies Net investment 117,592,115 99,428,115

Total liabilities and net investment $124,201,926 108,284,435

See accompanying notes to combined financial statements.

3


Combined Statements of Income

Years ended December 31, 2015, 2014 and 2013 2015 2014 2013 Revenue from affiliates:

Gathering revenue $30,464,196 13,711,127 3,442,565 Compression revenue 1,047,447 459,430 146,900 Water revenue 10,973,235 — —

Total revenue 42,484,878 14,170,557 3,589,465

Operating expenses: Direct operating expense 3,675,944 1,782,562 638,354 Water expense, net of surcharges refunded 8,370,943 — — General and administrative expense 2,335,838 1,753,756 834,676 Depreciation, amortization, and accretion expense 6,046,649 3,346,551 1,391,602

Total operating expenses 20,429,374 6,882,869 2,864,632

Net income $22,055,504 7,287,688 724,833


4


Combined Statements of Net Investment

Years ended December 31, 2015, 2014 and 2013 Balance at December 31, 2012 $ 19,024,724 Net income 724,833 Contributions from owners 13,313,843

Balance at December 31, 2013 33,063,400 Net income 7,287,688 Contributions from owners, net 59,077,027

Balance at December 31, 2014 99,428,115 Net income 22,055,504 Distributions to owners, net (3,891,504)

Balance at December 31, 2015 $117,592,115


5


Combined Statements of Cash Flows

Years ended December 31, 2015, 2014 and 2013 2015 2014 2013 Cash flows from operating activities:

Net income $ 22,055,504 7,287,688 724,833 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and accretion 6,046,649 3,346,551 1,391,602 Changes in operating assets and liabilities:

Accounts receivable – affiliates (1,394,237) (2,291,368) (145,205) Accounts payable 712,279 (1,711,214) 29,481 Accrued liabilities 1,800,582 349,758 290,113

Net cash provided by operating activities 29,220,777 6,981,415 2,290,824

Cash flows from investing activities: Additions to gathering and compression systems (25,661,327) (66,058,442) (15,604,667) Additions to water investment (565,884) — — Water surcharge received 897,938 — —

Net cash used in investing activities (25,329,273) (66,058,442) (15,604,667

Cash flows from financing activity: (Distributions to) contributions from owners, net (3,891,504) 59,077,027 13,313,843

Net cash (used in) provided by financing activity (3,891,504) 59,077,027 13,313,843

Net change in cash and cash equivalents — — — Cash and cash equivalents – beginning of year — — —

Cash and cash equivalents – end of year $ — — —

Supplemental disclosures of selected noncash accounts: Capital accrual $ 3,149,670 7,917,826 177,570 Capitalized asset retirement obligations, net — (2,629) 206,352 Other non-cash property and equipment additions — — 1,696,856


6


Notes to Combined Financial Statements

December 31, 2015, 2014 and 2013

(1) Description of Business and Summary of Significant Accounting Policies

(a) NatureofOperationsandBasisofPresentation

On June 7, 2012, the initial Vista Gathering Assets (Vista Gathering, the Company, or us) were acquired by Vantage Energy, LLC (Vantage I) througha transaction with Tanglewood Exploration, LLC. In July 2012, Vantage I and Vantage Energy II, LLC (Vantage II), entities with commonmanagement, entered into an Acquisition and Joint Development Agreement, whereby Vantage II acquired a 100% membership interest in VistaGathering, LLC, which owned a 50% undivided interest in Vista Gathering. Vantage I retained the remaining undivided 50% interest in VistaGathering. Vista Gathering is engaged in the development and operations of a gas gathering system in Greene County, Pennsylvania, servicing wellsoperated by Vantage I and Vantage II. The gas gathering assets include pipelines, rights-of-way, compression and dehydration/separation facilities.Vista Gathering owns and operates the majority of its gas gathering assets. Vista Gathering owns a 38% nonoperated interest in the AppalachiaMidstream Services, Rogersville system gas gathering joint venture. As of December 31, 2015 and 2014, Vantage I and Vantage II each own a 50%interest in Vista Gathering’s gas gathering assets.

On February 18, 2015, Vista Gathering entered into a 10-year Water System Expansion and Supply agreement with the Southwestern PennsylvaniaWater Authority (SPWA). The purpose of the agreement was to fund and assist SPWA in constructing an expansion to its water supply system; grantVista Gathering preferred rights to water volumes for use in its oil and gas operations; and create a repayment structure for Vista Gathering through asurcharge applicable to all oil and gas users, including Vantage I and Vantage II, from the system. The costs incurred by us were capitalized and arebeing amortized on a straightline basis over the life of the agreement. Payments to Vista Gathering from SPWA derived from surcharges paid toSPWA by third parties are applied as a recovery of capital investment for funds advanced to expand the system. Vista Gathering is granted preferredwater use rights, subject to the surcharge, on the system capacity over and above the water needed to service SPWA’s volume obligations to itsnon-oil and gas customers.

The Vista Gathering financial statements represent all of the combined gas gathering assets owned by Vantage I and Vantage II reported at historicalcost. Pursuant to a second amended and restated Gathering System Operating Agreement, dated August 2, 2012, between Vantage I and Vantage II,both companies pay for the gas gathering services of Vista Gathering on a fixed price per Mmbtu. Effective August 1, 2015, the company entered intoa Water Services and Supply Agreement between Vantage I and Vantage II, under which both companies pay for water services on a fixed price perbarrel.

Vista Gathering’s assets are secured by the first and second lien agreements of Vantage I and Vantage II.

These combined financial statements were prepared from the separate accounting records maintained by Vantage I and Vantage II and reflect thecombined historical results of operations, financial position, and cash flows of the Vista Gathering assets as if such business had been combined forthe periods presented. Nevertheless, the combined financial statements may not include all of the expenses that would have been incurred had VistaGathering been a standalone company during this period and, therefore, may not reflect its combined results of operations, financial position, and cashflows had it been a stand-alone company. Vista Gathering’s costs of doing business incurred by Vantage I and

(Continued)

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December 31, 2015, 2014 and 2013

Vantage II on behalf of Vista Gathering have been reflected in the accompanying combined financial statements. These costs include general andadministrative expenses allocated by Vantage I and Vantage II to Vista Gathering including the following:

• Business services, such as payroll, accounts payable, and facilities management

• Corporate services, such as finance and accounting, legal, human resources, investor relations, and public and regulatory policy

• Employee compensation

The allocation of the general and administrative expenses is further described in note 5.

Transactions between Vista Gathering and Vantage I and Vantage II have been identified in the combined financial statements as transactions betweenaffiliates.

(b) UseofEstimates

The preparation of these combined financial statements, in conformity with generally accepted accounting principles in the United States of America,requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanyingnotes. Items subject to estimates and assumptions include the useful lives of property and equipment, valuation of accrued liabilities, and obligationsrelated to asset retirement costs, among others. By their nature, these estimates are subject to measurement uncertainty, and the effect on the combinedfinancial statements of changes in such estimates in future periods could be significant. Although management believes these estimates are reasonable,actual amounts could differ from estimated amounts.

(c) CashandCashEquivalents

Vista Gathering’s operations are funded by Vantage I and Vantage II and managed under their cash management program. The cash generated andused by the operations is transferred to the owners daily, and the owners fund the operating and investing activities as needed. Accordingly, the cashand cash equivalents held by the owners were not allocated for any period presented; and Vista Gathering does not have any bank accounts. See note 5– Transactions with Affiliates. Net amounts funded by Vantage I and Vantage II are reflected as net contributions from owners on the accompanyingstatements of net investment and cash flows.

(d) GasGatheringSystems

Gas Gathering Systems primarily consists of gathering pipelines and compressor stations and are stated at historical cost less accumulateddepreciation. Expenditures that extend the useful lives of assets are capitalized. Maintenance and repair costs are expensed as incurred. When assetsare retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation are removed from the accounts. Any gain or loss onretirements is reflected in other income in the year in which the asset is disposed.

(Continued)

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December 31, 2015, 2014 and 2013

Depreciation is computed over the asset’s 20 year estimated useful life using the straight-line method. Vista Gathering recognized approximately$6.0 million, $3.3 million and $1.4 million of depreciation expense on its gas gathering system asset for the years ended December 31, 2015, 2014 and2013, respectively.

(e) WaterInvestment

The Water System primarily consists of water mains, lines, storage tanks, and pump stations and is stated at historical cost less accumulatedamortization and the applicable surcharge reduction. The assets that pertain to Vista Gathering and SPWA’s Water System Expansion project arefunded by Vista Gathering and wholly owned by SPWA.

Amortization is computed over the 10-year term agreement using the straight-line method. For the year ended December 31, 2015, Vista Gatheringrecognized less than $0.1 million of amortization expense on its water investment. Funds advanced to expand the system were offset by surcharges ofapproximately $0.5 million for the year ended December 31, 2015. For the year ended December 31, 2015, Vista Gathering had receivedreimbursement of surcharges paid by Vista of approximately $0.4 million, which have been netted against water expense in the accompanyingstatement of income.

(f) ImpairmentofLong-LivedAssets

Vista Gathering reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of theasset may not be recovered. Vista Gathering performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assetand if the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to the asset’s fair value and animpairment loss is recorded against the long-lived asset. There have been no provisions for impairment recorded for the years ended December 31,2015, 2014 and 2013.

(g) AssetRetirementObligations

Vista Gathering recognizes a liability based on the estimated future costs of retiring the gathering system assets. The fair value of a liability for anasset retirement obligation is recorded in the period in which it is incurred and the cost of such liability is recorded as an increase in the carryingamount of the related long-lived asset by the same amount. The liability is accreted each period and the capitalized cost is depreciated as part of thegathering system. Revisions to estimated asset retirement obligations result in adjustment to the related capitalized asset and corresponding liability.

(h) RevenueRecognition

Vista Gathering provides natural gas gathering and compression services under fee-based contracts based on throughput and pressure rates. Therevenue Vista Gathering earns from these arrangements is directly related to the volumes of metered natural gas gathered, compressed, and deliveredto natural gas compression sites or other transmission delivery points.

Vista Gathering also provides water supply and collection services which include the supply of water for injection and related collection, recycling,purifying a disposal of water after use under fee-based contracts. The Company recognizes water revenue upon delivery or collection of water underthe applicable agreement with the respective customer.

(Continued)

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December 31, 2015, 2014 and 2013

Vista Gathering records revenue when all of the following criteria are met: (1) Pervasive evidence of an arrangement exists, (2) services have beenrendered, (3) the prices are fixed or determinable, and (4) collectibility is reasonably assured.

(i) LitigationandOtherContingencies

From time to time, Vista Gathering is a party to litigation. Vista Gathering maintains insurance to cover certain actions and believes that resolution ofsuch litigation will not have a material adverse effect on Vista Gathering.

(j) IncomeTaxes

Vista Gathering is a group of assets that are ultimately owned by two limited liability companies, Vantage I and Vantage II. Accordingly, no provisionfor income taxes has been recorded as the income, deductions, expenses, and credits of Vista Gathering are reported on the income tax return ofVantage I and Vantage II members. Vista Gathering accounts for uncertainty in income taxes in accordance with generally accepted accountingprinciples, which prescribes a comprehensive model for recognizing, measuring, presenting, and disclosing in the combined financial statements taxpositions taken or expected to be taken on a tax return, including a decision on whether or not to file in a particular jurisdiction. Only tax positions thatmeet a more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. No interest or penaltieshave been assessed as of December 31, 2015 and 2014.

(k) NetInvestment

Net investment in the combined balance sheets represents accumulated net earnings and the historical net investment from, net of transactions with,and allocations from Vantage I and Vantage II.

(l) NewAccountingPronouncements

The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts withCustomers , in May 2014. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in anamount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should also disclosesufficient quantitative and qualitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty ofrevenue and cash flows arising from contracts with customers. The new standard is effective for annual reporting periods beginning afterDecember 15, 2017. The Company will implement the provisions of ASU 2014-09 as of January 1, 2018. The Company has not yet determined theimpact of the new standard on its current policies for revenue recognition.

(Continued)

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December 31, 2015, 2014 and 2013

(2) Balance Sheet Disclosures

Accounts payable and accrued liabilities consist of the following:

December 31 2015 2014 (In thousands) Accrued capital expenditures $3,150 7,918 Accrued production expense payable 1,969 260 Accrued general and administrative expense 471 380 Accounts payable 727 15

$6,317 8,573

(3) Fair Value Measurements

The FASB Accounting Standards Codification Topic 820, Fair Value Measurement , clarifies the definition of fair value, establishes a framework formeasuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are notrecognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long-lived assets). The fair valueis the price that we estimate would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at themeasurement date. A fair value hierarchy is used to prioritize input to valuation techniques used to estimate fair value. An asset or liability subject to the fairvalue requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. Vista Gathering’sassessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the assetor liability. The highest priority level (Level 1) is given to unadjusted quoted market prices in active markets for identical assets or liabilities, and the lowestpriority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1 that are observable for the assetor liability, either directly or indirectly.

The carrying values on the combined balance sheets of accounts receivable – related party, accounts payable, accrued liabilities, and accrued capitalexpenditures approximate fair values due to their short maturities.

(a) Non-RecurringFairValueMeasurements

Vista Gathering uses the income valuation technique to estimate the fair value of asset retirement obligations using estimated gross costs ofreclamation in amounts of approximately $0.3 million, timing of expected future dismantlement costs is approximately 20 years, and a weightedaverage credit-adjusted risk-free rate. Accordingly, the fair value is based on unobservable pricing inputs and, therefore, is included within the Level 3fair value hierarchy. During the years ended December 31, 2015 and 2014, Vista Gathering did not record any material liabilities for asset retirementobligations. See note 4 for additional information.

(Continued)

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December 31, 2015, 2014 and 2013

(4) Asset Retirement Obligations

The following table presents the reconciliation of the beginning and ending aggregate carrying amount of the obligations associated with the retirement ofthe gathering system.

2015 2014 (In thousands) Asset retirement obligations at January 1, $284 275 Liabilities incurred — — Accretion 8 11 Revisions — (2)

Asset retirement obligations at December 31, $292 284

(5) Transactions with Affiliates

(a) GatheringandCompressionRevenuesandAccountsReceivable

For the years ended December 31, 2015, 2014 and 2013, gathering and compression revenues earned from Vantage I and Vantage II wereapproximately $13.8 million, $14.8 million and $1.8 million, respectively, and approximately $8.3 million, $5.8 million and $1.8 million, respectively.Accounts receivable related to gas gathering and compression from Vantage I and Vantage II were approximately $2.0 million and $1.7 million,respectively, as of the year ended December 31, 2015 and approximately $1.1 million and $1.3 million, respectively, as of the year endedDecember 31, 2014.

(b) WaterRevenue

For the year ended December 31, 2015, water revenue earned from Vantage I and Vantage II was approximately $4.5 million and $6.5 million,respectively.

(c) Non-OperatedJointVenture

During the fourth quarter of 2014, Vista Gathering acquired a 38% nonoperated interest in a gathering joint venture with Appalachia MidstreamServices. Appalachia Midstream Services is also the operator of the joint venture. For the years ended December 31, 2015 and 2014, Vista Gathering’sshare of revenue and expenses from the joint venture were approximately $2.2 million and $0.3 million, and $0.4 million and $0.1 million,respectively.

(d) AllocationofGeneralandAdministrativeCosts

The combined financial statements of Vista Gathering include general and administrative costs allocated by Vantage I and Vantage II. These costs arereimbursed and relate to: (i) various business services, including payroll processing, accounts payable processing, and facilities management;(ii) various corporate services, including legal, accounting, treasury, information technology, and human resources; and (iii) compensation. Theemployees supporting Vista Gathering’s operations are employees of Vantage I.

(Continued)

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December 31, 2015, 2014 and 2013

For the years ended December 31, 2015, 2014 and 2013, general and administrative expenses allocated to Vista Gathering were approximately$0.8 million, $0.4 million and $0.1 million, respectively. These expenses were allocated based on Vista Gathering’s proportionate share of both thecombined gross property and equipment and combined gross revenue of Vantage II. The remainder of the general and administrative expense consistsof employee compensation expense.

(e) DirectOperatingExpenses

The financial statements of Vista Gathering include all direct charges for operations of its assets and general and administrative expenses incurred byVantage I and Vantage II.

(6) Commitments and Contingencies

EnvironmentalObligations

Vista Gathering is subject to federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmentalmatters. Vista Gathering believes there are currently no such matters that will have a material adverse effect on our results of operations, cash flows, orfinancial position.

(7) Liquidity

Vista Gathering does not hold cash in its name and does not report cash in its combined balance sheets. Any cash shortfalls for the year are reported ascontributions from the owners, Vantage I and Vantage II (the Owners), and any excess cash is reported as a distribution to owners. Accordingly, Vista isdependent upon the cash available from the Owners to support its operations. Additionally, the Vista Gather Assets are held as collateral on both theRevolving Credit Facilities and Second Lien Term Loans held at each Vantage I and Vantage II.

The Revolving Credit Faculties held by the Owners mature on January 1, 2017. The Owners expect to renegotiate these agreements prior to such maturity.

In the event that some deficiency exists between the terms of the new facilities and the current facilities, the Owners has combined available undrawncapacity under their existing borrowing bases of $22 million, following the execution of amended debt agreements on May 10, 2016, and available undrawncapacity under its equity commitments of $153 million to address such a deficiency. In addition, the Owners expect that they will be able to secureincremental equity commitments or other sources of capital, if necessary, from their current equity investors or other investors to address any shortfall. TheOwners’ current equity investors continue to be supportive of the Owners’ long-term growth and financing strategy.

While the Owners anticipate engaging in active dialogue with our creditors, at this time we are unable to predict the outcome of such discussions or whetherany such efforts to raise additional equity will be successful.

(Continued)

13



December 31, 2015, 2014 and 2013

(8) Subsequent Events

Vantage I and Vantage II have evaluated subsequent events that occurred after December 31, 2015 through the audit report date, May 10, 2016. Any materialsubsequent events that impacted Vista Gathering and occurred during this time have been properly recognized or disclosed in these combined financialstatements or the notes to the combined financial statements.

14

Exhibit 99.2


Unaudited Combined Financial Statements

June 30, 2016 and December 31, 2015


Table of Contents Page

Combined Financial Statements

Combined Balance Sheets 1

Combined Statements of Income 2

Combined Statements of Net Investment 3

Combined Statements of Cash Flows 4

Notes to Combined Financial Statements 5


Combined Balance Sheets


(Unaudited) June 30, 2016

December 31, 2015

Current assets: Accounts receivable – affiliates $ 5,321,573 $ 4,091,830

Gas gathering systems 134,294,125 129,635,405 Less accumulated depreciation (14,056,371) (10,850,106)

Gas gathering systems, net 120,237,754 118,785,299 Water investment, net of surcharges refunded 2,748,244 1,345,862 Less accumulated amortization (192,874) (21,065)

Water investment, net 2,555,370 1,324,797

Total assets $128,114,697 $124,201,926

Current liabilities: Accounts payable and accrued liabilities $ 5,009,160 $ 6,317,524

Asset retirement obligations 595,908 292,287

Total liabilities 5,605,068 6,609,811 Commitments and contingencies Net investment 122,509,629 117,592,115

Total liabilities and net investment $128,114,697 $124,201,926


1


Combined Statements of Income

(Unaudited) Six months ended June 30, 2016 2015 Revenue from affiliates:

Gathering revenue $22,995,295 $15,596,557 Compression revenue 2,539,986 179,790 Water revenue 7,888,812 —

Total revenue 33,424,093 15,776,347

Operating expenses: Direct operating expenses 2,854,380 1,751,690 Water expenses, net of surcharges refunded 6,912,538 — General and administrative expense 1,262,634 1,194,847 Depreciation and accretion expense 3,374,440 2,828,950

Total operating expenses 14,403,992 5,775,487

Net income $19,020,101 $10,000,860


2


Combined Statements of Net Investment

Six Months Ended June 30, 2016 and Year Ended December 31, 2015

(Unaudited) Balance at January 1, 2015 $ 99,428,115 Net income 22,055,504 Distributions to owners, net (3,891,504)

Balance at January 1, 2016 117,592,115 Net income 19,020,101 Distributions to owners, net (14,102,587)

Balance at June 30, 2016 $122,509,629


3


Combined Statements of Cash Flows

(Unaudited) Six months ended June 30, 2016 2015 Cash flows from operating activities:

Net income $ 19,020,101 $ 10,000,860 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and accretion 3,374,440 2,828,950 Changes in operating assets and liabilities:

Accounts receivable – affiliates (1,229,743) 286,624 Accounts payable and accrued liabilities (690,235) (140,075)

Net cash provided by operating activities 20,474,563 12,976,359

Cash flows from investing activity: Additions to gathering and compression systems (5,601,016) (15,665,585)Additions to water investment (770,960) — Water surcharge received — —

Net cash used in investing activity (6,371,976) (15,665,585)Cash flows from financing activity:

(Distribution to) Contribution from owners, net (14,102,587) 2,689,226

Net cash (used in) provided by financing activity (14,102,587) 2,689,226

Net change in cash and cash equivalents — — Cash and cash equivalents – beginning of period — —

Cash and cash equivalents – end of period $ — $ —

Supplemental disclosures of noncash activity: Capital accrual $ 2,531,539 $ 1,470,832 Capitalized asset retirement obligations $ (307,255) $ —


4




(Unaudited) (1) Description of Business and Summary of Significant Accounting Policies

(a) NatureofOperationsandBasisofPresentation

On June 7, 2012, the initial Vista Gathering Assets (Vista Gathering, the Company or us) were acquired by Vantage Energy, LLC (Vantage I) througha transaction with Tanglewood Exploration, LLC. In July 2012, Vantage I and Vantage Energy II, LLC (Vantage II), entities with commonmanagement, entered into an Acquisition and Joint Development Agreement, whereby Vantage II acquired a 100% membership interest in VistaGathering, LLC, which owned a 50% undivided interest in Vista Gathering. Vantage I retained the remaining undivided 50% interest in VistaGathering. Vista Gathering is engaged in the development and operations of a gas gathering system in Greene County, Pennsylvania, servicing wellsoperated by Vantage I and Vantage II. The gas gathering assets include pipelines, rights-of-way, compression and dehydration/separation facilities.Vista Gathering owns and operates the majority of its gathering assets. Vista Gathering owns a 38% non-operated interest in the AppalachiaMidstream Services, Rogersville system gas gathering joint venture. As of June 30, 2016 and December 31, 2015, Vantage I and Vantage II each owna 50% interest in Vista Gathering’s gas gathering assets.

On February 18, 2015, Vista Gathering entered into a 10-year Water System Expansion and Supply agreement with the Southwestern PennsylvaniaWater Authority (SPWA). The purpose of the agreement was to fund and assist SPWA in constructing an expansion to its water supply system; grantVista Gathering preferred rights to water volumes for use in its oil and gas operations; and create a repayment structure for Vista Gathering through asurcharge applicable to all oil and gas users, including Vantage I and Vantage II, from the system. The costs incurred by us were capitalized and arebeing amortized on a straight-line basis over the life of the agreement. Payments to Vista Gathering from SPWA derived from surcharges paid toSPWA by third parties are applied as a recovery of capital investment for funds advanced to expand the system. Vista Gathering is granted preferredwater use rights, subject to the surcharge, on the system capacity over and above the water needed to service SPWA’s volume obligations to its non-oiland gas customers.

The Vista Gathering financial statements represent all of the combined gathering assets owned by Vantage I and Vantage II reported at historical cost.Pursuant to a second amended and restated Gathering System Operating Agreement, dated August 2, 2012, between Vantage I and Vantage II underwhich both companies pay for the gas gathering services of Vista Gathering on a fixed price per Mmbtu. Effective August 1, 2015, the Companyentered into a Water Services and Supply Agreement between Vantage I and Vantage II, under which both companies pay for water services on afixed price per barrel.

Vista Gathering’s assets are secured by the first and second lien agreements of Vantage I and Vantage II.

These combined financial statements were prepared from the separate accounting records maintained by Vantage I and Vantage II and reflect thecombined historical results of operations, financial position, and cash flows of the Vista Gathering assets as if such business had been combined forthe periods presented. Nevertheless, the combined financial statements may not include all of the expenses that would have been incurred had VistaGathering been a standalone company during this period and, therefore, may not reflect its combined results of operations, financial position, and cashflows had it been a stand-alone company. Vista Gathering’s costs of doing business incurred by Vantage I and Vantage II on behalf of Vista Gatheringhave been reflected in the accompanying combined financial statements. These costs include general and administrative expenses allocated byVantage I and Vantage II to Vista Gathering including the following:

• Business services, such as payroll, accounts payable, and facilities management

(Continued)5




(Unaudited) • Corporate services, such as finance and accounting, legal, human resources, investor relations, and public and regulatory policy

• Employee compensation

The allocation of the general and administrative expenses is further described in note 5.

Transactions between Vista Gathering and Vantage I and Vantage II have been identified in the combined financial statements as transactions betweenaffiliates.

The accompanying unaudited consolidated financial statements have been prepared by the Company’s management in accordance with generallyaccepted accounting principles in the United States (GAAP) for interim financial information. Accordingly, these financial statements do not includeall of the information required by GAAP for complete financial statements. Therefore, these consolidated financial statements should be read inconjunction with the audited consolidated financial statements and notes therein for the year ended December 31, 2015. The unaudited combinedfinancial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Company’sfinancial position as of June 30, 2016 and its combined statement of operations and cash flows for the six months ended June 30, 2016 and 2015. Thecombined statements of income for the six months ended June 30, 2016 and 2015 are not necessarily indicative of the results to be expected for futureperiods.

(b) UseofEstimates

The preparation of these combined financial statements, in conformity with generally accepted accounting principles in the United States of America,requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanyingnotes. Items subject to estimates and assumptions include the useful lives of property and equipment, valuation of accrued liabilities, and obligationsrelated to asset retirement costs, among others. By their nature, these estimates are subject to measurement uncertainty, and the effect on the financialstatements of changes in such estimates in future periods could be significant. Although management believes these estimates are reasonable, actualamounts could differ from estimated amounts.

(c) CashandCashEquivalents

Vista Gathering’s operations are funded by Vantage I and Vantage II and managed under their cash management program. The cash generated andused by the operations is transferred to the owners daily, and the owners fund the operating and investing activities as needed. Accordingly, the cashand cash equivalents held by the owners were not allocated for any period presented; and Vista Gathering does not have any bank accounts. See note 5– Transactions with Affiliates. Net amounts funded by Vantage I and Vantage II are reflected as net contributions from owners and net amountsrefunded to Vantage I and Vantage II are reflected as net distributions to the owners on the accompanying statements of net investment and cashflows.

(Continued)

6




(Unaudited) (d) GasGatheringSystems

Gas Gathering Systems primarily consist of gathering pipelines and compressor stations and are stated at historical cost less accumulated depreciation.Expenditures that extend the useful lives of assets are capitalized. Maintenance and repair costs are expensed as incurred. When assets are retired orotherwise disposed of, the cost of the assets and the related accumulated depreciation are removed from the accounts. Any gain or loss on retirementsis reflected in other income in the year in which the asset is disposed.

Depreciation is computed over the asset’s 20 year estimated useful life using the straight-line method. For the six months ended June 30, 2016 and2015, Vista Gathering recognized approximately $3.2 million and $2.8 million of depreciation expense on its gas gathering system asset, respectively.

(e) WaterInvestment

The Water System primarily consists of water mains, lines, storage tanks and pump stations and is stated at historical cost less accumulatedamortization and the applicable surcharge reduction. The assets that pertain to Vista Gathering and SPWA’s Water System Expansion project arefunded by Vista Gathering and wholly owned by SPWA.

Amortization is computed over the 10-year term agreement using the straight-line method. For the six months ended June 30, 2016, Vista Gatheringrecognized approximately $0.2 million of amortization expense on its water investment. Funds advanced to expand the system were offset bysurcharges of approximately $0.3 million for the six months ended June 30, 2016. For the six months ended June 30, 2016, Vista Gathering hadreceived reimbursement of surcharges paid by Vantage of $0.2 million which has been netted against water expense in the accompanying combinedstatements of income.

(f) ImpairmentofLong-LivedAssets

Vista Gathering reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of theasset may not be recovered. Vista Gathering performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assetand if the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to the asset’s fair value and animpairment loss is recorded against the long-lived asset. There have been no provisions for impairment recorded for the six months ended June 30,2016 and 2015.

(Continued)

7




(Unaudited) (g) AssetRetirementObligations

Vista Gathering recognizes a liability based on the estimated future costs of retiring the gathering system assets. The fair value of a liability for anasset retirement obligation is recorded in the period in which it is incurred and the cost of such liability is recorded as an increase in the carryingamount of the related long lived asset by the same amount. The liability is accreted each period and the capitalized cost is depreciated as part of thegathering system. Revisions to estimated asset retirement obligations result in adjustment to the related capitalized asset and corresponding liability.

(h) RevenueRecognition

Vista Gathering provides natural gas gathering and compression services under fee-based contracts based on throughput and pressure rates. Therevenue Vista Gathering earns from these arrangements is directly related to the volumes of metered natural gas gathered, compressed, and deliveredto natural gas compression sites or other transmission delivery points.

Vista Gathering also provides water supply and collection services which include supply of water for injection and related collection, recycling,purifying and disposal of water after use under fee-based contracts. The Company recognizes water revenue upon delivery or collection of water underthe applicable agreement with the respective customer.

Vista Gathering records revenue when all of the following criteria are met: (1) Pervasive evidence of an arrangement exists, (2) services have beenrendered, (3) the prices are fixed or determinable, and (4) collectability is reasonably assured.

(i) LitigationandOtherContingencies

From time to time, Vista Gathering is a party to litigation. Vista Gathering maintains insurance to cover certain actions and believes that resolution ofsuch litigation will not have a material adverse effect on Vista Gathering.

(j) IncomeTaxes

Vista Gathering is a group of assets that are ultimately owned by two limited liability companies, Vantage I and Vantage II. Accordingly, no provisionfor income taxes has been recorded as the income, deductions, expenses, and credits of Vista Gathering are reported on the income tax returns ofVantage I and Vantage II members. Vista Gathering accounts for uncertainty in income taxes in accordance with generally accepted accountingprinciples, which prescribes a comprehensive model for recognizing, measuring, presenting, and disclosing in the combined financial statements taxpositions taken or expected to be taken on a tax return, including a decision on whether or not to file in a particular jurisdiction. Only tax positions thatmeet a more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. No interest or penaltieshave been assessed during the six months ended June 30, 2016 and 2015.

(Continued)

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(Unaudited) (k) NetInvestment

Net investment in the combined balance sheets represents accumulated net earnings and historical net investment from, net of transactions with, andallocations from Vantage I and Vantage II.

(2) Balance Sheet Disclosures

Accounts payable and accrued liabilities consist of the following:

June 30, December 31, 2016 2015 (In thousands) Accrued capital expenditures $ 2,532 $ 3,150 Accrued production expense payable 1,412 1,969 Accrued Vista water expense payable 750 Accrued general and administrative expense 251 471 Accounts payable 64 727

$ 5,009 $ 6,317

(3) Fair Value Measurements

The FASB Accounting Standards Codification Topic 820, Fair Value Measurements , clarifies the definition of fair value, establishes a framework formeasuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities thatare not recognized or disclosed on a recurring basis (e.g., the initial recognition of asset retirement obligations and impairments of long-lived assets).The fair value is the price that we estimate would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date. A fair value hierarchy is used to prioritize input to valuation techniques used to estimate fair value. An asset orliability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair valuemeasurement. Vista Gathering’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment andconsiders factors specific to the asset or liability. The highest priority level (Level 1) is given to unadjusted quoted market prices in active markets foridentical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted pricesincluded within Level 1 that are observable for the asset or liability, either directly or indirectly.

The carrying values on the balance sheet of accounts receivable – related party, accounts payable, accrued liabilities, and accrued capital expendituresapproximate fair values due to their short maturities.

(a) Non-RecurringFairValueMeasurements

Vista Gathering uses the income valuation technique to estimate the fair value of asset retirement obligations using estimated gross costs ofreclamation in amounts of approximately $4 million, timing of expected future dismantlement costs is approximately 60 years, and a weighted average

(Continued)

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(Unaudited)

credit-adjusted risk-free rate. Accordingly, the fair value is based on unobservable pricing inputs and, therefore, is included within the Level 3 fairvalue hierarchy. During the six months ended June 30, 2016, the Company recorded liabilities for asset retirement obligations of $0.3 million. Seenote 4 for additional information.

(4) Asset Retirement Obligations

The following table presents the reconciliation of the beginning and ending aggregate carrying amount of the obligations associated with the retirement ofthe gathering system.

June 30,2016

December 31,2015

(in thousands) Beginning of period $ 292 $ 284 Liabilities incurred 332 — Accretion expense (6) 8 Revisions to estimate (22) —

End of period $ 596 $ 292

(5) Transactions with Affiliates

(a) GatheringandCompressionRevenuesandAccountsReceivable

For the six months ended June 30, 2016, gathering revenues earned from Vantage I and Vantage II were approximately $12.0 million and $9.3 million,respectively. Compression revenues earned from Vantage I and Vantage II were $1.4 million and $1.0 million, respectively.

For the six months ended June 30, 2015, gathering revenues earned from Vantage I and Vantage II were $6.5 million and $7.7 million, respectively.Compression revenues were less than $0.1 million.

Accounts receivable related to gas gathering and compression from Vantage I and Vantage II were $2.1 million and $1.4 million on June 30, 2016,respectively and $2.0 million and $1.7 million on December 31, 2015, respectively.

(b) WaterRevenue

For the six months ended June 30, 2016, water revenue earned from Vantage I and Vantage II was approximately $7.9 million.

(Continued)10




(Unaudited) (c) Non-OperatedJointVenture

Vista Gathering owns a 38% non-operated interest in a gathering joint venture with Appalachia Midstream Services. Appalachia Midstream Servicesis also the operator of the joint venture. For the six months ended June 30, 2016 and 2015, Vista Gathering’s share of revenue and expenses from thejoint venture were approximately $1.5 million and $1.0 million, and $0.1 million and $0.2 million, respectively.

(d) AllocationofGeneralandAdministrativeCosts

The combined financial statements of Vista Gathering include general and administrative costs allocated by Vantage I and Vantage II. These costs arereimbursed and relate to: (i) various business services, including payroll processing, accounts payable processing, and facilities management;(ii) various corporate services, including legal, accounting, treasury, information technology, and human resources; and (iii) compensation. Theemployees supporting Vista Gathering’s operations are employees of Vantage I.

For the six months ended June 30, 2016 and 2015, general and administrative expenses allocated to Vista Gathering were approximately $0.4 millioneach year. These expenses were allocated based on Vista Gathering’s proportionate share of both the combined gross property and equipment andcombined gross revenue of Vantage II. The remainder of the general and administrative expense consists of employee compensation expense.

(e) DirectOperatingExpenses

The financial statements of Vista Gathering include all direct charges for operations of its assets and general and administrative expenses incurred byVantage I and Vantage II.

(6) Commitments and Contingencies

EnvironmentalObligations

Vista Gathering is subject to federal, state, and local regulations regarding air and water quality, hazardous and solid waste disposal, and other environmentalmatters. Vista Gathering believes there are currently no such matters that will have a material adverse effect on our results of operations, cash flows, orfinancial position.

(7) Liquidity

Vista Gathering does not hold cash in its name and does not report cash in its combined balance sheets. Any cash shortfalls for the year are reported ascontributions from Vantage I and Vantage II (the Owners), and any excess cash is reported as a distribution to the owners. Additionally, the Vista GatheringAssets are held as collateral on both the Revolving Credit Facilities and Second Lien Term Loans held at each Vantage I and Vantage II.

(Continued)

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(Unaudited)

The Revolving Credit Facilities held by the Owners mature on January 1, 2017. The Owners expect to renegotiate these agreements prior to such maturity.

In the event that some deficiency exists between the terms of the new facilities and the current facilities, the Owners have combined available undrawncapacity under their existing borrowing bases of $54 million, following the execution of amended debt agreements on May 10, 2016, and available undrawncapacity under its equity commitments of $102 million to address such a deficiency. In addition, the Owners expect that they will be able to secureincremental equity commitments or other sources of capital, if necessary, from their current equity commitments or other sources of capital, if necessary,from their current equity investors or other investors to address any shortfall. The Owners’ current equity investors continue to be supportive of the Owners’long-term growth and financing strategy.

While the Owners anticipate engaging in active dialogue with our creditors, at this time, we are unable to predict the outcome of such discussions or whetherany such efforts to raise additional equity will be successful.

(8) Subsequent Events

Vantage I and Vantage II have evaluated subsequent events that occurred after June 30, 2016 through August 29, 2016. Any material subsequent events thatimpacted Vista Gathering and occurred during this time have been properly recognized or disclosed in these financial statements or the notes to the financialstatements.

12

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information is derived from the historical consolidated financial statements of Rice MidstreamPartners LP (the “Partnership”) and the historical combined financial statements of certain midstream assets (the “Vista Gathering Assets”) that the Partnershipindirectly acquired on October 19, 2016 when the Partnership acquired Vantage Energy II Access, LLC and Vista Gathering, LLC (together, the “VantageMidstream Entities”) from Rice Energy Inc. (“Rice”) in exchange for $600 million (the “Midstream Acquisition”) pursuant to that certain purchase and saleagreement, dated as of September 26, 2016, between the Partnership and Rice (the “Midstream Purchase Agreement”). The following unaudited pro formacombined financial information has been adjusted to reflect the Midstream Acquisition (including the related payment of $600 million in cash by the Partnership toRice).

The unaudited pro forma combined balance sheet as of June 30, 2016 gives effect to the Midstream Acquisition as if it had occurred on June 30, 2016. Theunaudited pro forma combined statements of operations for the six months ended June 30, 2016 and the year ended December 31, 2015 both give effect to theMidstream Acquisition as if it had occurred on January 1, 2015.

The unaudited pro forma combined financial statements are presented for illustrative purposes only to reflect the Midstream Acquisition, and do notrepresent what our results of operations or financial position would actually have been had the Midstream Acquisition occurred on the dates noted above, or projectour results of operations or financial position for any future periods. The unaudited pro forma combined financial statements are intended to provide informationabout the continuing impact of the Midstream Acquisition as if it had been consummated earlier. The pro forma adjustments are based on available information andcertain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. In the opinion ofmanagement, all adjustments necessary to present fairly the unaudited pro forma combined financial statements have been made. However, the final allocations ofpurchase price and effects on the results of operations may differ materially from the preliminary allocations and unaudited pro forma combined amounts includedherein.

The following unaudited pro forma combined financial information should be read in conjunction with the Partnership’s consolidated financial statementsand related notes and the combined financial statements for the Vista Gathering Assets and related notes. The Partnership’s financial statements and notes areincluded in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2016 and its Quarterly Report onForm 10-Q for the fiscal quarter ended June 30, 2016. The combined financial statements for the Vista Gathering Assets and notes are included elsewhere in thisfiling.

Rice Midstream PartnersUnaudited Pro Forma Combined Balance Sheet

June 30, 2016(in thousands)

PartnershipHistorical Vista Historical

Pro Forma Adjustments FN

Partnership Pro Forma Combined

Assets Current assets:

Cash $ 15,323 $ — $ — (1) $ 15,323 Accounts receivable 11,148 — — 11,148 Accounts receivable - affiliate 13,247 5,322 — 18,569 Prepaid expenses, deposits and other 146 — — 146

Total current assets 39,864 5,322 — 45,186

Property and equipment, net 622,551 122,793 35,207 (1) 780,551 Deferred financing costs, net 2,021 — 12,600 (3) 14,621 Goodwill 39,142 — 442,283 (1) 481,425 Intangible assets, net 45,349 — — 45,349

Total assets 748,927 128,115 490,090 1,367,132

Liabilities and partners’ capital Current liabilities:

Accounts payable 3,221 64 — 3,285 Accrued capital expenditures 6,684 2,532 — 9,216 Other accrued liabilities 9,387 2,413 12,600 (3) 24,400

Total current liabilities 19,292 5,009 12,600 36,901

Long-term liabilities: Long-term debt — — 159,000 (1) 159,000 Other long-term liabilities 3,346 596 — 3,942

Total liabilities 22,638 5,605 171,600 199,843

Partners’ capital: Legacy members’ capital — 122,510 (122,510) (5) — Common units 825,637 — 441,000 (1),(3) 1,266,637 Subordinated units (99,348) — — (99,348)

Total partners’ capital 726,289 122,510 318,490 1,167,289

Total liabilities and partners’ capital $ 748,927 $ 128,115 $ 490,090 $1,367,132

Rice Midstream PartnersUnaudited Pro Forma Combined Statement of Operations

Six month period ended June 30, 2016(in thousands, except per share amounts)



PartnershipPro Forma Combined

Operating revenues: Affiliate $ 77,007 $ 33,424 $ — $ 110,431 Third-party 24,083 — — 24,083

Total operating revenues 101,090 33,424 — 134,514

Operating expenses: Operation and maintenance expense 12,752 9,767 — 22,519 General and administrative expense 10,463 1,263 — 11,726 Depreciation expense 12,225 3,374 (1,820) (2) 13,779 Acquisition costs 73 — — 73 Amortization of intangible assets 811 — — 811 Other expense 149 — — 149

Total operating expenses 36,473 14,404 (1,820) 49,057

Operating income 64,617 19,020 1,820 85,457

Other income — — — — Interest expense (1,967) — (1,650) (4) (3,617) Amortization of deferred financing costs (288) — — (288)

Total other expense (2,255) — (1,650) (3,905)

Net income 62,362 19,020 170 81,552

Calculation of limited partner interest in net income:

Net income 62,362 19,020 170 81,552

Less: General partner interest in net income attributable to incentivedistribution rights 113 — — 113

Limited partner net income $ 62,249 $ 19,020 $ 170 $ 81,439

Net income per unit: Common units - basic $ 0.86 $ 0.88 Common units - diluted $ 0.86 $ 0.87 Subordinated units - basic and diluted $ 0.87 $ 0.87

Weighted average units outstanding: Basic - common units 43,322 20,930 64,252 Diluted - common units 43,609 20,930 64,539 Basic and diluted - subordinated units 28,754 — 28,754

Rice Midstream PartnersUnaudited Pro Forma Combined Statement of Operations

Year ended December 31, 2015(in thousands, except per share data)



PartnershipPro Forma Combined

Operating revenues: Affiliate $ 93,668 $ 42,485 $ — $ 136,153 Third-party 20,791 — — 20,791

Total operating revenues 114,459 42,485 — 156,944

Operating expenses: Operation and maintenance expense 14,910 12,047 — 26,957 General and administrative expense 17,895 2,336 — 20,231 Depreciation expense 16,399 6,047 (3,245) (2) 19,201 Incentive unit expense 1,044 — — 1,044 Acquisition costs — — — — Amortization of intangible assets 1,632 — — 1,632 Other expense 543 — — 543

Total operating expenses 52,423 20,430 (3,245) 69,608

Operating income 62,036 22,055 3,245 87,336

Other income 11 — — 11 Interest expense (3,164) — (3,300) (4) (6,464) Amortization of deferred financing costs (576) — — (576)

Total other expense (3,729) — (3,300) (7,029)

Net income before income taxes 58,307 22,055 (55) 80,307

Income tax expense (5,812) — — (5,812)

Net income 52,495 22,055 (55) 74,495

Calculation of limited partner interest in net income:

Net income 52,495 22,055 (55) 74,495

Less: Pre-acquisition net income allocated to general partner 7,296 — — 7,296

Limited partner net income $ 45,199 $ 22,055 $ (55) $ 67,199

Net income per unit: Common units - basic $ 0.76 $ 0.84 Common units - diluted $ 0.76 $ 0.83 Subordinated units - basic and diluted $ 0.76 $ 0.84

Weighted average units outstanding: Basic - common units 30,701 20,930 51,631 Diluted - common units 30,808 20,930 51,738 Basic and diluted - subordinated units 28,754 — 28,754

1 These adjustments reflect the estimated consideration to be paid by the Partnership to Rice in relation to the Midstream Purchase Agreement to acquire theVantage Midstream Entities. The Partnership’s acquisition of the Vantage Midstream Entities from Rice is accounted for as a combination of entities undercommon control at historical cost. The following table represents the preliminary purchase price allocation to the assets acquired and liabilities assumed fromRice. This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statements of operations.The final purchase price allocation will be determined by Rice subsequent to closing the Midstream Acquisition. The final purchase price allocation maydiffer from these estimates and could differ materially from the preliminary allocation described below until Rice has completed the detailed valuations andnecessary calculations. The final purchase price allocation will be determined when Rice has completed the detailed valuations and necessary calculations.

(in thousands) PurchasePrice: Cash consideration (i) 600,000

EstimatedFairValueofAssetsAcquiredandLiabilitiesAssumed: Current assets 5,322 Property and equipment (iii) 158,000 Goodwill (ii) 442,283 Current liabilities (5,009) Other long-term liabilities (596)

(i) Components of cash consideration includes the following (in thousands):

Total cash consideration for the Midstream Acquisition $(600,000) Partnership’s private placement unit offering, net 441,000 Partnership’s borrowings on revolving credit facility 159,000

Pro forma adjustments to cash and cash equivalents $ — (ii) The value of purchase price consideration will change based on changes in working capital accounts and finalization of the valuation of the property and

equipment acquired by the Partnership from Rice and circumstances existing at the closing date of the Midstream Acquisition compared to the date of the proforma financial statements. The below table summarizes the impact of a change in the valuation of the Vista Gathering Assets acquired to estimatedgoodwill.

(unaudited, in thousands)

Fair Value ofProperty andEquipment Acquired

Estimated Goodwill

As presented in the pro forma combined results $ 158,000 $442,283 10% increase in valuation of the fair value of Vista Gathering Assets acquired 173,800 426,483 10% decrease in valuation of the fair value of Vista Gathering Assets acquired 142,200 458,083

(iii) The pro forma fair value of property and equipment includes the following (in thousands):

Gathering and compression assets and equipment $155,000 Rights of way 3,000

Pro forma fair value of property and equipment $158,000 2 Pro forma adjustment of historical depreciation expense of the Vista Gathering Assets to adjust to the Partnership’s policy to depreciate gathering assets over

a 60 year useful life and to include pro forma provision for depreciation expense related to the step up of property and equipment to estimated fair value(Rice’s historical cost).

3 Reflects deferred financing costs of $12.6 million incurred to amend the Partnership’s revolving credit facility in conjunction with the acquisition of theVantage Midstream Entities and $9.0 million of equity issuance costs associated with the Partnership’s private placement common unit offering.

4 To recognize estimated interest expense incurred in relation to proceeds used from the Partnership’s revolving credit facility as part of the cash considerationfor the acquisition of the Vantage Midstream Entities.

5 To eliminate certain components of historical members’ contributions of the Vantage Midstream Entities of $122.5 million.

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