ANTERO MIDSTREAM PARTNERS LP (NYSE:AM) Files An 8-K Termination of a Material Definitive Agreement
Item 3.01 Termination of a Material Definitive Agreement.
In connection with the Closing (as discussed in Item 3.01 below) and with Antero Resources Corporation’s (“Antero Resources”) entry into the Registration Rights Agreement, dated as of March 12, 2019, with Antero Midstream Corporation (which we refer to as “New AM”) and the other parties thereto, that certain Registration Rights Agreement, dated as of November 10, 2014, by and among Antero Midstream Partners LP (“Antero Midstream”) and Antero Resources was terminated.
Item 3.01 Completion of Acquisition or Disposition of Assets.
On March12, 2019, Antero Midstream GP LP (“AMGP”) and Antero Midstream completed the transactions (the “Closing”) contemplated by the previously announced Simplification Agreement (the “Simplification Agreement”), dated as of October9, 2018, by and among AMGP, Antero Midstream and certain of their affiliates.
to the Simplification Agreement, (i)AMGP was converted from a limited partnership to a corporation under the laws of the State of Delaware, and its name was changed to Antero Midstream Corporation and (ii)an indirect, wholly owned subsidiary of New AM was merged with and into Antero Midstream, with Antero Midstream surviving the merger as an indirect, wholly owned subsidiary of New AM (the “Merger”). The Merger and the other transactions contemplated by the Simplification Agreement are collectively referred to as the “Transactions.”
to the Simplification Agreement, holders of common units representing limited partner interests in Antero Midstream (each, an “AM Common Unit”) issued and outstanding and held by the unitholders of Antero Midstream other than Antero Resources (collectively, the “AM Public Unitholders”), immediately prior to the effective time of the Merger (the “Effective Time”), could elect to receive, in exchange for each AM Common Unit, subject to proration as described below, one of:
· AM Public Unitholders who elected to receive the Public Stock Consideration received 1.8926 shares of New AM Common Stock in exchange for each AM Common Unit; and
· AM Public Unitholders who elected to receive the Public Cash Consideration received $10.1364 in cash and 1.1279 shares of New AM Common Stock in exchange for each AM Common Unit.
AM Public Unitholders who failed to make an election by 5:00 P.M., New York City time, on March4, 2019, received the consideration received by AM Public Unitholders who elected to receive the Public Mixed
Consideration. The AMGP VWAP, calculated for the 20 trading days ended on March4, 2019, was $13.2558 per share.
At the Effective Time, holders of AM Common Units immediately prior to the Effective Time ceased to have any rights as unitholders of Antero Midstream (other than the right to receive the Merger Consideration to the terms of the Simplification Agreement). In addition, at the Effective Time, all awards of Antero Midstream phantom units that were outstanding immediately prior to the Effective Time, whether vested or unvested, were assumed by New AM and converted into restricted stock units that will be settled in shares of New AM Common Stock under New AM’s amended and restated omnibus equity incentive plan.
The issuance of shares of New AM Common Stock in connection with the Merger was registered under the Securities Exchange Act of 1934, as amended (the “Securities Act”) to New AM’s registration statement on FormS-4 (Registration No.333-228156), which became effective on January31, 2019. The joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) included in the registration statement contains additional information about the Transactions, and incorporates by reference additional information about the Transactions from filings with the Securities and Exchange Commission (the “SEC”) made by New AM and Antero Midstream. Beginning on March13, 2019, the New AM Common Stock will trade on the NYSE with the ticker symbol “AM”.
The foregoing description of the Simplification Agreement and the Transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Simplification Agreement, a copy of which was filed as Annex A to the Joint Proxy Statement/Prospectus.
Item 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
The information provided in Item 3.01 of this Current Report on Form8-K is incorporated herein by reference.
In connection with the Closing, Antero Midstream notified the NYSE on March12, 2019 that each outstanding AM Common Unit was converted into the right to receive the Merger Consideration, subject to the terms and conditions of the Simplification Agreement. Antero Midstream requested that the NYSE file a notification of removal from listing on Form25 with the SEC with respect to the delisting of the AM Common Units. The AM Common Units were delisted and removed from trading on the NYSE on March12, 2019.
In addition, Antero Midstream intends to file with the SEC at a later date a certification and notice of termination on Form15 requesting that the reporting obligations of Antero Midstream under Sections 13(a)and 15(d)of the Securities Act be suspended.
Item 3.01.Material Modification to Rights of Security Holders.
The information included under Item 3.01 and Item 3.01 are incorporated into this Item 3.01 by reference.
Item 3.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Effective Time, Peter R. Kagan, W. Howard Keenan,Jr., Paul J. Korus, John C. Mollenkopf and David A. Peters resigned as directors of Antero Midstream. The decision of each of Messrs.Kagan, Keenan,Jr., Korus, Mollenkopf and Peters to resign as a director of Antero Midstream was not the result of any disagreement with Antero Midstream on any matter relating to the operations, policies or practices of Antero Midstream.
Item 3.01 Regulation FD Disclosure.
On March12, 2019, Antero Midstream and New AM issued a joint press release announcing the Closing. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
The information furnished in this Item 3.01 (including Exhibit99.1) shall not be deemed “filed” for purposes of Section18 of the Securities Act 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, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 3.01 Financial Statements and Exhibits.
Joint Press Release, dated March12, 2019.
Antero Midstream Partners LP Exhibit
EX-99.1 2 a19-4460_3ex99d1.htm EX-99.1 Exhibit 99.1 Antero Midstream and AMGP Announce Closing of Midstream Simplification Transaction Denver,…
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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.