ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On October31, 2018, Antero Midstream Partners LP (“Antero Midstream”) entered into a First Amendment and Joinder Agreement (the “First Amendment”). The First Amendment amended Antero Midstream’s Amended and Restated Credit Agreement, dated as of October26, 2017, by and among Antero Midstream, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (the “Credit Agreement”) to, among other things, (i)increase the aggregate lender commitments to $2.0 billion, (ii)permit Antero Midstream and its guarantors, as defined in the Credit Agreement, to consummate the transactions set forth in the Simplification Agreement, dated as of October9, 2018, by and among AMGP GP LLC, Antero Midstream GP LP, Antero IDR Holdings LLC, Arkrose Midstream Preferred Co LLC, Arkrose Midstream NewCo Inc., Arkrose Midstream Merger Sub LLC, Antero Midstream Partners GP LLC and Antero Midstream and (iii)modify the pricing grid to decrease pricing.
The foregoing description is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as Exhibit10.1 and is incorporated into this Current Report on Form8-K by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.03 of this Current Report on Form8-K.
Item 7.01 Regulation FD Disclosure.
On November1, 2018, Antero Midstream held a conference call with analysts and investors to discuss third quarter results. On the call, certain matters relating to the previously announced business combination transaction between Antero Midstream and Antero Midstream GP LP (“AMGP”) were discussed. A transcript of the conference call is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated into this Item 7.01 by reference.
The information furnished in this Item 7.01 (including the exhibit) shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
To the extent required by law, the information in Item 7.01 of this Form8-K is incorporated into this Item 8.01.
NO OFFER OR SOLICITATION
This Current Report, including the presentation attached as an exhibit hereto, includes a discussion of a proposed business combination transaction between Antero Midstream and AMGP (the “Transaction”). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended.
IMPORTANT ADDITIONAL INFORMATION
In connection with the Transaction, AMGP will file with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on FormS-4, that will include a joint proxy statement of Antero Midstream and AMGP and a prospectus of AMGP. The Transaction will be submitted to Antero Midstream’s unitholders and AMGP’s shareholders for their consideration. Antero Midstream and AMGP may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus will be sent to the shareholders of
AMGP and unitholders of Antero Midstream. This document is not a substitute for the registration statement and joint proxy statement/prospectus that will be filed with the SEC or any other documents that AMGP or Antero Midstream may file with the SEC or send to shareholders of AMGP or unitholders of Antero Midstream in connection with the Transaction.INVESTORS AND SECURITY HOLDERS OF ANTERO MIDSTREAM AND AMGP ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by AMGP or Antero Midstream through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Antero Midstream will be made available free of charge on Antero Midstream’s website at http://investors.anteromidstream.com/investor-relations/AM, under the heading “SEC Filings,” or by directing a request to Investor Relations, Antero Midstream Partners LP, 1615 Wynkoop Street, Denver, Colorado 75219, Tel. No.(303) 357-7310. Copies of documents filed with the SEC by AMGP will be made available free of charge on AMGP’s website at http://investors.anteromidstreamgp.com/Investor-Relations/AMGP or by directing a request to Investor Relations, Antero Midstream GP LP, 1615 Wynkoop Street, Denver, Colorado 75219, Tel. No.(303) 357-7310.
PARTICIPANTS IN THE SOLICITATION
AMGP, Antero Midstream, Antero Resources and the directors and executive officers of AMGP and Antero Midstream’s respective general partners and of Antero Resources may be deemed to be participants in the solicitation of proxies in respect to the Transaction.
Information regarding the directors and executive officers of Antero Midstream’s general partner is contained in Antero Midstream’s 2018 Annual Report on Form10-K filed with the SEC on February13, 2018, and certain of its Current Reports on Form8-K. You can obtain a free copy of this document at the SEC’s website at http://www.sec.gov or by accessing Antero Midstream’s website athttp://www.anteromidstream.com. Information regarding the executive officers and directors of AMGP’s general partner is contained in AMGP’s 2018 Annual Report on Form10-K filed with the SEC on February13, 2018 and certain of its Current Reports on Form8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing AMGP’s website athttp://www.anteromidstreamgp.com. Information regarding the executive officers and directors of Antero Resources is contained in Antero Resources’ 2018 Annual Report on Form10-K filed with the SEC on February13, 2018 and certain of its Current Reports on Form8-K. You can obtain a free copy of this document at the SEC’s website at www.sec.gov or by accessing Antero Resources’ website athttp://www.anteroresources.com.
Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction by reading the joint proxy statement/prospectus regarding the Transaction when it becomes available. You may obtain free copies of this document as described above.
Item 9.01 Financial Statements and Exhibits
Antero Midstream Partners LP ExhibitEX-10.1 2 a18-39381_2ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version FIRST AMENDMENT AND JOINDER AGREEMENT THIS FIRST AMENDMENT AND JOINDER AGREEMENT,…To view the full exhibit click
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.
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