launched a private placement of 20,930,233 common units for gross proceeds ofabout $450 million, part of which would be used to fund the drop-down ofmidstream assets from Rice EnergyInc.'s pending acquisitionof Vantage Energy LLCand Vantage Energy II LLC.

Afterpaying for the midstream assets, the rest of the net proceeds would be used forgeneral partnership purposes, which may include future drop-downs from RiceEnergy, according to a Sept. 30 news release.

The privateplacement does not hinge on the closing of the acquisition and is expected to closeon Oct. 7, subject to customary closing conditions.

Barclaysand Wells Fargo Securities acted as placement agents for the private placement.