DENVER, Jan. 31, 2019 /PRNewswire/ -- Antero Midstream
Partners LP (NYSE: AM) ("Antero Midstream") and Antero
Midstream GP LP (NYSE: AMGP) ("AMGP") announced today that
AMGP's Registration Statement on Form S-4 relating to the
previously announced simplification transaction between the two
companies and certain of their affiliates has become effective
under the Securities Act of 1933, as amended (the "Securities
Act"), as of January 30, 2019, and
that AMGP and Antero Midstream have each filed a definitive proxy
statement with the U.S. Securities and Exchange Commission ("SEC")
for the separate special meetings of the AMGP shareholders and
Antero Midstream unitholders to vote on the transaction.
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The special meeting of AMGP shareholders will be held on
March 8, 2019, at 9:00 a.m. local time, at 1615 Wynkoop Street,
Denver, Colorado 80202. The
special meeting of Antero Midstream unitholders will be held on
March 8, 2019, at 10:00 a.m. local time, at 1615 Wynkoop Street,
Denver, Colorado 80202. All AMGP
shareholders and Antero Midstream unitholders of record as of the
close of business on January 11,
2019, which is the record date for the special meetings,
will be entitled to vote the AMGP common shares and Antero
Midstream common units, respectively, owned by them on the record
date.
AMGP and Antero Midstream expect the transaction to close
shortly after the special meeting date, subject to certain closing
conditions under the documentation for the simplification
transaction, including receipt of the required approvals by AMGP's
shareholders and Antero Midstream's unitholders and the
satisfaction of other closing conditions.
Important information about the simplification and the special
meetings of AMGP shareholders and Antero Midstream unitholders is
included in the joint proxy statement/prospectus, which has been
filed with the SEC and which will be mailed on or about
January 31, 2019 to all AMGP
shareholders and Antero Midstream unitholders as of the record
date. AMGP shareholders and Antero Midstream unitholders whose
securities are held in "street name" by a bank, broker or other
nominee will receive instructions from the bank, broker or other
nominee that they must follow in order to have their securities
voted. Most brokers offer the ability for shareholders and
unitholders to submit voting instructions by mail by completing a
voting instruction card, by telephone and via the internet. Any
AMGP shareholders or Antero Midstream unitholders holding
securities in "street name" should instruct their bank, broker or
other nominee to vote their securities as soon as practicable to
ensure that those securities are voted at the special meeting.
AMGP shareholders or Antero Midstream unitholders who have
questions about the simplification or the special meetings, or
desire additional copies of the joint proxy statement/prospectus or
additional proxy cards or voting instruction forms should contact
MacKenzie Partners, Inc., AMGP's and Antero Midstream's proxy
solicitor, at:
MacKenzie Partners, Inc., Toll free: (800) 322-2885, Collect:
(212) 929-5500.
About Antero Midstream and AMGP
Antero Midstream is a limited partnership that owns, operates
and develops midstream gathering and compression assets located in
West Virginia and Ohio, as well as integrated water assets that
primarily service Antero Resources' properties located in
West Virginia and Ohio. Holders of Antero Midstream Common Units
receive a Schedule K-1 for the 2019 tax year with respect to
distributions received on the common units.
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 the common shares. AMGP owns the
general partner of Antero Midstream and indirectly owns the
incentive distribution rights in Antero Midstream.
Forward-Looking Statements
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 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 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. Nothing in
this release is intended to constitute guidance with respect to
Antero Resources.
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 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' 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, 2017 and its subsequently filed
Quarterly Reports on Form 10-Q.
No Offer or Solicitation
This communication includes a discussion of a proposed
simplification 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, 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.
Additional Information And Where To Find It
In connection with the transaction, AMGP has filed with the SEC
a registration statement on Form S-4, that includes a joint proxy
statement of Antero Midstream and AMGP and a prospectus of AMGP.
The transaction will be submitted to Antero Midstream's unitholders
and AMGP's shareholders for their consideration. Antero Midstream
and AMGP may also file other documents with the SEC regarding the
transaction. The registration statement on Form S-4 became
effective on January 30, 2019, and
the definitive joint proxy statement/prospectus will be delivered
to Antero Midstream unitholders and AMGP shareholders of record as
of January 11, 2019. This document is
not a substitute for the registration statement and joint proxy
statement/prospectus that has been filed with the SEC or any other
documents that AMGP or Antero Midstream may file with the SEC or
send to shareholders of AMGP or unitholders of Antero Midstream in
connection with the transaction. 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 are able to obtain free copies of
the registration statement and the joint proxy statement/prospectus
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 80202, 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 80202, Tel. No. (303) 357-7310.
Participants In The Solicitation
Antero Resources, AMGP, Antero Midstream 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
proposed transaction.
Information regarding the directors and executive officers of
Antero Midstream's general partner is contained in Antero
Midstream's 2018 Annual Report on Form 10-K filed with the SEC on
February 13, 2018, and certain of its
Current Reports on Form 8-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 at http://www.anteromidstream.com.
Information regarding the executive officers and directors of
AMGP's general partner is contained in AMGP's 2018 Annual Report on
Form 10-K filed with the SEC on February 13,
2018 and certain of its Current Reports on Form 8-K. You can
obtain a free copy of this document at the SEC's website at
www.sec.gov or by accessing the AMGP's website at
http://www.anteromidstream.com. Information regarding the executive
officers and directors of Antero Resources is contained in Antero
Resources' 2018 Annual Report on Form 10-K filed with the SEC on
February 13, 2018 and certain of its
Current Reports on Form 8-K. You can obtain a free copy of this
document at the SEC's website at www.sec.gov or by accessing the
AMGP's website at http://www.anteroresources.com.
Investors may obtain additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of this document as
described above.
For more information, contact Michael
Kennedy — CFO of Antero Midstream at (303) 357-6782 or
mkennedy@anteroresources.com.
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SOURCE Antero Midstream Partners LP; Antero Midstream GP LP