ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

Equity Distribution Agreement

On May11, 2017, Antero Midstream Partners LP (the Partnership)
entered into an amended and restated Equity Distribution
Agreement (the Distribution Agreement) with Antero Midstream
Partners GP LLC and Wells Fargo Securities, LLC, Citigroup Global
Markets Inc., Merrill Lynch, Pierce, Fenner Smith Incorporated,
MUFG Securities Americas Inc. and SunTrust Robinson Humphrey,Inc.
(each a Manager and collectively, the Managers). to the terms of
the Distribution Agreement, the Partnership may sell from time to
time through the Managers the Partnerships common units
representing limited partner interests (the Units). Sales of the
Units, if any, will be made by means of ordinary brokers
transactions on the New York Stock Exchange, any other national
securities exchange or facility thereof, a trading facility of a
national securities association or an alternative trading system,
to or through a market maker or directly on or through an
electronic communication network, a dark pool or any similar
market venue, at market prices, in block transactions or as
otherwise agreed by the Partnership and one or more of the
Managers.

The Distribution Agreement amends and restates in its entirety
that certain Equity Distribution Agreement, dated August8, 2016,
by and among the Partnership, Antero Resources Midstream
Management LLC and the Managers (the Original Agreement), which
contemplated the issuance and sale of Common Units having an
aggregate gross sales price of up to $250 million, of which
Common Units having an aggregate gross sales price of $66.2
million were issued and sold to the Original Agreement. As of the
date hereof, Common Units having an aggregate gross sales price
of $183.8 million remain authorized for issuance and sale to the
terms of the Distribution Agreement.

Under the terms of the Distribution Agreement, the Partnership
may also sell Units from time to time to any Manager as principal
for its own account at a price to be agreed upon at the time of
sale. Any sale of Units to any such Manager as principal would be
to the terms of a separate terms agreement between the
Partnership and such Manager.

The Units will be issued to the Partnerships shelf registration
statement on FormS-3 (Registration No.333-212283), which was
declared effective by the Securities and Exchange Commission on
July8, 2016.

The Distribution Agreement contains customary representations,
warranties and agreements by the Partnership, indemnification
obligations of the Partnership and the Managers, including for
liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions.

The summary of the Distribution Agreement in this Current Report
on Form8-K does not purport to be complete and is qualified by
reference to the full text of the Distribution Agreement, a copy
which is filed as Exhibit1.1 hereto and is incorporated by
reference herein. Legal opinions relating to the Units are
included as Exhibits 5.1 and 8.1 hereto.

Relationships

The Managers and their related entities have, from time to time,
performed, and may in the future perform, various financial
advisory and commercial and investment banking services for us
and our affiliates, for which they have received and in the
future will receive customary compensation and expense
reimbursement. In particular, affiliates ofWells Fargo
Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner Smith Incorporated and MUFG Securities Americas
Inc. are lenders under our credit facility.

About ANTERO MIDSTREAM PARTNERS LP (NYSE:AM)

Antero Midstream Partners LP is a limited partnership formed by Antero Resources Corporation (Antero) to own, operate and develop midstream energy assets to service Antero’s production. The Company operates in two segments: gathering and compression, and water handling and treatment. The gathering and compression segment includes a network of gathering pipelines and compressor stations that collect natural gas, natural gas liquids (NGLs) and oil from Antero’s wells in the Marcellus Shale in West Virginia and the Utica Shale in Ohio. Its water handling and treatment segment includes over two independent fresh water distribution systems that source and deliver fresh water from the Ohio River, regional waterways, and waste water services for well completion operations. These fresh water systems consist of permanent buried pipelines, surface pipelines and fresh water storage facilitates, as well as pumping stations and impoundments to transport the fresh water throughout the pipelines.

ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Recent Trading Information

ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) closed its last trading session 00.00 at 34.12 with 521,161 shares trading hands.