DENVER, March 11, 2019 /PRNewswire/ -- Antero
Midstream Partners LP (NYSE: AM) ("AM," "Antero Midstream" or
the "Partnership") and Antero Midstream GP LP (NYSE: AMGP)
("AMGP") announced today that at special meetings of Antero
Midstream common unitholders and AMGP shareholders, Antero
Midstream's unitholders and AMGP's shareholders voted to approve
the previously announced simplification transaction between Antero
Midstream and AMGP. In addition, Antero Midstream and AMGP have
received the merger consideration proration results from American
Stock Transfer & Trust Company, LLC.
The previously announced simplification transaction was subject
to, among other things, the approval of holders of a majority of
the shares held by AMGP Shareholders and the approval of holders of
a majority of the AMGP shares held by AMGP's shareholders excluding
the original private equity sponsors, Series B holders, and
affiliates of AMGP's general partner. The transaction was
also subject to the approval of holders of a majority of the AM
units held by AM unitholders and the approval of holders of a
majority of the AM units held by AM unitholders other than Antero
Resources Corporation ("Antero Resources"), the original private
equity sponsors, the Series B holders and affiliates of AM's
general partner. The simplification transaction is expected
to close on March 12, 2019. In
connection with closing, AMGP will change its name to "Antero
Midstream Corporation" ("New AM") and its common stock is expected
to begin trading on the New York Stock Exchange under the "AM"
ticker symbol on March 13, 2019.
Antero Midstream common units and AMGP common shares will no longer
be publicly traded after the completion of the simplification
transaction.
Special Meetings Voting Results
Based on the results from Antero Midstream's special meeting to
approve the simplification agreement and the related transactions,
approximately 93.9% of the outstanding AM common units were voted
in person or by proxy. Approximately 93.8% of the outstanding AM
common units voted to approve the simplification agreement and
related transactions, including 86.8% of the outstanding AM common
units held by AM unitholders other than Antero Resources, the
original private equity sponsors, the Series B holders and
affiliates of AM's general partner.
Based on the results from AMGP's special meeting to approve the
simplification agreement and the related transactions,
approximately 91.9% of the outstanding AMGP common shares were
voted in person or by proxy. Approximately 80.0% of the outstanding
AMGP common shares held by AMGP shareholders other than the
original private equity sponsors, the Series B holders and
affiliates of AMGP's general partner voted to approve the
simplification agreement and related transactions.
Commenting on the results, Paul
Rady, Chairman and CEO, said, "Today's voting results from AM
unitholders and AMGP shareholders reaffirm the benefits of the
simplification transaction and demonstrate strong support for New
AM's outlook. Structured as a C-Corp for both governance and tax
purposes, we believe New AM will be a best-in-class midstream
infrastructure corporation with enhanced appeal to institutional
investors and valuable shareholder rights."
Consideration Proration Results
Based upon the consideration elections made by AM unitholders
other than Antero Resources ("AM public unitholders") pursuant to
the simplification agreement, in exchange for each AM common unit
held:
- AM public unitholders who
elected to receive Public Mixed Consideration will receive
$3.415 in cash and 1.6350 shares of
New AM common stock in exchange for each AM common unit.
- AM public unitholders who elected to receive Public Stock
Consideration will receive 1.8926 shares of New AM common stock in
exchange for each AM common unit.
- AM public unitholders who elected to receive the Public Cash
Consideration will receive $10.1364
in cash and 1.1279 shares of New AM common stock.
- AM public unitholders who failed to make an election by the
election deadline will receive the consideration received the
Public Mixed Consideration.
- Antero Resources will receive $3.00 in cash and 1.6023 shares of New AM common
stock.
Investors with questions regarding these proration results
should contact MacKenzie Partners, Inc. at (212) 929-5500.
Antero Midstream is a limited partnership that owns, operates
and develops midstream gathering, compression, processing and
fractionation assets located in West
Virginia and Ohio, as well
as integrated water assets that primarily service Antero Resources'
properties. Holders of AM Common Units will receive a Schedule K-1
with respect to distributions received on the AM Common Units
during the period of 2019 that precedes the closing of the
simplification transaction. Holders of AM Common Units who
receive New AM common stock will receive a Form 1099 with respect
to any dividends they receive on such New AM common stock following
the closing of the simplification transaction.
AMGP is a Delaware limited
partnership that has elected to be classified as an entity taxable
as a corporation for U.S. federal income tax purposes.
Holders of AMGP common shares receive a Form 1099 with respect to
distributions received on their common shares and on any dividends
they receive on New AM common stock following the closing of the
simplification transaction. AMGP owns the general partner of
Antero Midstream and indirectly owns the incentive distribution
rights in Antero Midstream.
This release 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 and AMGP's control.
All statements, other than historical facts included in this
release, are forward-looking statements. All forward-looking
statements speak only as of the date of this release and are based
upon a number of assumptions. Without limiting the generality
of the foregoing, forward-looking statements contained in this
press release specifically include the timing of consummation of
the proposed simplification transaction, if at all, and statements
regarding the transaction. Although Antero Midstream and AMGP each
believe 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 and AMGP caution 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 and AMGP'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 satisfaction of
the conditions to the consummation of the proposed simplification
transaction, risks that the proposed simplification 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' expected future growth,
Antero Resources' ability to meet its drilling and development
plan, commodity price volatility, ability to execute Antero
Midstream'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 Form 10-K for
the year ended December 31, 2018.
No Offer or Solicitation
This communication includes a discussion of a proposed
business combination 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, pursuant 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 Section 10
of the Securities Act of 1933, as amended.
For more information, contact Michael
Kennedy — CFO of Antero Midstream and AMGP at (303) 357-6782
or mkennedy@anteroresources.com.
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SOURCE Antero Midstream Partners LP; Antero Midstream GP LP