ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Submission of Matters to a Vote of Security Holders

ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

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A special meeting (the “AM Special Meeting”) of holders of common units (“AM Unitholders”) of Antero Midstream PartnersLP (“Antero Midstream”) was held on March8, 2019at10:00 AM, local time, at 1615 Wynkoop Street, Denver, Colorado 80202, to consider and vote on a proposal to approve (i)the Simplification Agreement, dated as of October9, 2018, by and among Antero MidstreamGPLP (“AMGP”), Antero Midstream and certain of their affiliates (the “Simplification Agreement”), (ii)the merger of an indirect, wholly owned subsidiary of Antero Midstream Corporation (an entity resulting from the conversion of AMGP from a limited partnership to a corporation under the laws of the state of Delaware) (“New AM”) with and into Antero Midstream (the “Merger”), as contemplated by the Simplification Agreement, with Antero Midstream surviving such Merger as an indirect, wholly owned subsidiary of New AM, and (iii)the other transactions contemplated by the Simplification Agreement (such transactions, the “Transactions” and such proposal, the “AM Merger Proposal”). The AM Merger Proposal is described in detail in the joint proxy statement/prospectus included in New AM’s registration statement on FormS-4 (Registration No.333-228156), which became effective on January31, 2019.

to the Simplification Agreement, the AM Merger Proposal required the affirmative vote of holders of a majority of (i)the outstanding Antero Midstream common units and (ii)the outstanding Antero Midstream common units held by AM Unitholders other than Antero Midstream’s general partner and its affiliates, including Antero Resources Corporation (the “Disinterested AMLP Unitholders”).

As of the close of business on January11, 2019, the record date for the AM Special Meeting, there were a total of 187,330,147 Antero Midstream common units outstanding, including 87,872,637 Antero Midstream common units held by Disinterested AMLP Unitholders, all of which were entitled to vote at the AM Special Meeting. At the AM Special Meeting, holders of 175,894,875 Antero Midstream common units were present or represented by proxy, constituting a quorum. A summary of the voting results for the AM Merger Proposal is set forth below.

Proposal 1: AM Merger Proposal

AM Unitholders approved the AM Merger Proposal. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:








Of the 175,721,034 Antero Midstream common units voted “For” this proposal, 76,263,524 were held by Disinterested AMLP Unitholders, constituting a majority of the Antero Midstream common units held by Disinterested AMLP Unitholders.

Item 8.01 Other Events.

On March11, 2019, Antero Midstream and AMGP issued a joint press release announcing (i)the results of the AM Special Meeting, (ii)the results of the special meeting of holders of common shares of AMGP, (iii)the proration results for the merger consideration to be received by the holders of Antero Midstream common units to the Merger and (iv)the expected closing date. A copy of the press release is included as Exhibit99.1 to this Current Report on Form8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits

Antero Midstream Partners LP Exhibit
EX-99.1 2 a19-4460_4ex99d1.htm EX-99.1 Exhibit 99.1     Antero Midstream and AMGP Announce Approval of Simplification Transaction and Proration Results   Denver,…
To view the full exhibit click here


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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