UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 11, 2017

 

ANTERO MIDSTREAM PARTNERS LP

(Exact name of registrant as specified in its charter)

 

Delaware

001-36719

46-4109058

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

 

Identification No.)

 

1615 Wynkoop Street

Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (303) 357-7310

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in  Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 1.01      Entry into a Material Definitive Agreement.

 

Equity Distribution Agreement

 

On May 11, 2017, Antero Midstream Partners LP (the “Partnership”) entered into an amended and restated Equity Distribution Agreement (the “Distribution Agreement”) with Antero Midstream Partners GP LLC and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and SunTrust Robinson Humphrey, Inc. (each a “Manager” and collectively, the “Managers”).  Pursuant to the terms of the Distribution Agreement, the Partnership may sell from time to time through the Managers the Partnership’s common units representing limited partner interests (the “Units”).  Sales of the Units, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange, any other national securities exchange or facility thereof, a trading facility of a national securities association or an alternative trading system, to or through a market maker or directly on or through an electronic communication network, a “dark pool” or any similar market venue, at market prices, in block transactions or as otherwise agreed by the Partnership and one or more of the Managers.

 

The Distribution Agreement amends and restates in its entirety that certain Equity Distribution Agreement, dated August 8, 2016, by and among the Partnership, Antero Resources Midstream Management LLC and the Managers (the “Original Agreement”), which contemplated the issuance and sale of Common Units having an aggregate gross sales price of up to $250 million, of which Common Units having an aggregate gross sales price of $66.2 million were issued and sold pursuant to the Original Agreement. As of the date hereof, Common Units having an aggregate gross sales price of $183.8 million remain authorized for issuance and sale pursuant to the terms of the Distribution Agreement.

 

Under the terms of the Distribution Agreement, the Partnership may also sell Units from time to time to any Manager as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to any such Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.

 

The Units will be issued pursuant to the Partnership’s shelf registration statement on Form S-3 (Registration No. 333-212283), which was declared effective by the Securities and Exchange Commission on July 8, 2016.

 

The Distribution Agreement contains customary representations, warranties and agreements by the Partnership, indemnification obligations of the Partnership and the Managers, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

 

The summary of the Distribution Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the full text of the Distribution Agreement, a copy which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.  Legal opinions relating to the Units are included as Exhibits 5.1 and 8.1 hereto.

 

Relationships

 

The Managers and their related entities have, from time to time, performed, and may in the future perform, various financial advisory and commercial and investment banking services for us and our affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement. In particular, affiliates of Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc. are lenders under our credit facility.

 

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Item 9.01.                Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT

 

DESCRIPTION

1.1

 

Amended and Restated Equity Distribution Agreement, dated May 11, 2017 by and among Antero Midstream Partners LP, Antero Midstream Partners GP LLC and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and SunTrust Robinson Humphrey, Inc.

5.1

 

Opinion of Vinson & Elkins L.L.P. regarding legality of the Units.

23.1

 

Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 5.1).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ANTERO MIDSTREAM PARTNERS LP

 

 

 

 

By:

Antero Midstream Partners GP LLC,

 

 

its general partner

 

 

 

 

By:

/s/ GLEN C. WARREN, JR.

 

 

Glen C. Warren, Jr.

 

 

President

 

 

 

Dated: May 11, 2017

 

 

 

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EXHIBIT INDEX

 

EXHIBIT

 

DESCRIPTION

1.1

 

Amended and Restated Equity Distribution Agreement, dated May 11, 2017 by and among Antero Midstream Partners LP, Antero Midstream Partners GP LLC and Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and SunTrust Robinson Humphrey, Inc.

5.1

 

Opinion of Vinson & Elkins L.L.P. regarding legality of the Units.

23.1

 

Consent of Vinson & Elkins L.L.P. (included in its opinion filed as Exhibit 5.1).

 

5