ANTERO RESOURCES CORPORATION (NYSE:AR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December21, 2018, Antero Resources Corporation (“Antero Resources”) entered into a First Amendment (the “First Amendment”) to its Fifth Amended and Restated Credit Agreement, dated as of October26, 2017, by and among Antero Resources, certain of its subsidiaries, as guarantors (the “Guarantors”), the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). The First Amendment amends the Credit Agreement to, among other things, (i)permit the consummation of the transactions set forth in the Simplification Agreement, dated as of October9, 2018, by and among AMGP GP LLC, Antero Midstream GP LP (“AMGP”), 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 Partners LP (“Antero Midstream”) and (ii)provide Antero Resources with additional flexibility with respect to the limitations on investments and new businesses and the limitations on credit extensions contained therein.
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.
NO OFFER OR SOLICITATION
This Current Report, including the First Amendment attached as an exhibit hereto, includes a discussion of a proposed business combination transaction (the “Transaction”) between Antero Midstream and AMGP. 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 has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on FormS-4, which includes a joint proxy statement of Antero Midstream and AMGP and a prospectus of AMGP. The registration statement on FormS-4 has not been declared effective by the SEC, and the definitive joint proxy statement/prospectus has not yet been delivered to Antero Midstream unitholders or AMGP shareholders. 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 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
(d) Exhibits.
ANTERO RESOURCES Corp Exhibit
EX-10.1 2 a18-39380_6ex10d1.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of December 21,…
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About ANTERO RESOURCES CORPORATION (NYSE:AR)
Antero Resources Corporation is an oil and natural gas company. The Company is engaged in the exploration, development and acquisition of natural gas, natural gas liquids (NGLs) and oil properties located in the Appalachian Basin. The Company’s segments include the exploration, development and production of natural gas, NGLs, and oil; gathering and compression; water handling and treatment, and marketing of excess firm transportation capacity. The Company’s exploration and development activities are supported by the natural gas gathering and compression assets of its subsidiary, Antero Midstream Partners LP (Antero Midstream), as well as by third-party gathering, compression, processing and transportation arrangements. The Company owns over two independent fresh water distribution systems that distribute fresh water from the Ohio River and several regional water sources for well completion operations in the Marcellus and Utica Shales.
