ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Other Events
Item 8.01 Other Events.

On February20, 2019, Antero Midstream Partners LP (the “Partnership”) issued a press release, a copy of which is attached hereto as Exhibit99.1 and incorporated herein by reference, announcing that it and its wholly-owned subsidiary, Antero Midstream Finance Corporation, intend to commence a private offering (the “Offering”) of senior notes due 2027 (the “2027 Notes”).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The notes will not initially be registered under the Securities Act of 1933 or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act of 1933 and applicable state securities laws.

In connection with the previously announced simplification transaction (the “Transaction”) between the Partnership and Antero Midstream GP LP (“AMGP”), AMGP has informed the Partnership that it intends for the combined entity, which will be renamed Antero Midstream Corporation (“New AM”) following the closing of the Transaction, to guarantee each series of the Partnership’s then-outstanding notes, including the 2027 Notes; however, there can be no assurance that New AM will provide such guarantee. This Offering is not conditioned upon the closing of the Transaction, and the Transaction is not conditioned upon the closing of this Offering.

FORWARD-LOOKING STATEMENTS

This Current Report includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Antero Midstream’s control. All statements, other than historical facts included in this Current Report, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report and are based upon a number of assumptions. Although Antero Midstream believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that the assumptions underlying these forward-looking statements will be accurate or the plans, intentions or expectations expressed herein will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.

Antero Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond Antero Midstream’s control, incident to the gathering and processing and fresh water and waste water treatment businesses. These risks include, but are not limited to, the expected timing and likelihood of completion of the proposed simplification transaction, including the ability to obtain requisite unitholder and shareholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction, risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized, the cost savings, tax benefits and any other synergies from the transaction may not be fully realized or may take longer to realize than expected, Antero Resources Corporation’s expected future growth, Antero Resources Corporation’s ability to meet its drilling and development plan, commodity price volatility, ability to execute the Partnership’s business strategy, competition and government regulations, actions taken by third-party producers, operators, processors and transporters, inflation, environmental risks, drilling and completion and other operating risks, regulatory changes, the uncertainty inherent in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under “Risk Factors” in Antero Midstream’s Annual Report on Form10-K for the year ended December31, 2018.

NO OFFER OR SOLICITATION

This Current Report includes a discussion of 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.