CONSENT OF ROBERT W. BAIRD & CO. INCORPORATED
Robert W. Baird & Co. Incorporated (Baird) hereby consents to the inclusion in the joint Proxy Statement/Prospectus of Antero Midstream GP LP (AMGP) and Antero Midstream Partners LP (Antero Midstream), as a part of Amendment No. 2 to the Registration Statement on Form S-4 filed on or about January 11, 2019, relating to the proposed conversion of AMGP and the proposed merger of Antero Midstream and Arkrose Midstream Merger Sub LLC, of its opinion dated October 8, 2018 and to the references made to Baird in the sections of such Proxy Statement/Prospectus entitled Defined Terms, Summary Term Sheet, Special Factors Background of the Transactions, Special Factors Position of Antero Resources as to the Fairness of the Transactions, Special Factors Projected Financial Information, Special Factors Opinion of the AR Special Committees Financial Advisor, Risk Factors, and Annex E Fairness Opinion of the AR Special Committees Financial Advisor dated October 8, 2018.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the Act), or the rules and regulations of the Securities and Exchange Commission (the SEC) thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term experts as used in the Act or the rules and regulations of the SEC promulgated thereunder.
|
Very truly yours, |
|
|
|
/s/ ROBERT W. BAIRD & CO. INCORPORATED |
|
|
|
ROBERT W. BAIRD & CO. INCORPORATED |
January 11, 2019