Deal Description: Antero Midstream GP LP (NYSE: AMGP) (“AMGP”) and Antero Midstream Partners LP (NYSE: AM) (“Antero Midstream Partners” or “AM”) today announced that they have entered into a definitive agreement for AMGP to acquire all outstanding AM common units, both those held by the public and those held by Antero Resources Corporation (NYSE: AR) (“Antero Resources”), in a stock and cash transaction. In connection with the transaction, AMGP will convert into a corporation and the combined entity will be renamed Antero Midstream Corporation (“New AM”). Under the terms of the agreement, AM public unitholders will be entitled to receive a combination of $3.415 in cash and 1.635 shares of New AM stock per AM unit owned, resulting in aggregate consideration valued at $31.41 per AM unit, based on the October 8, 2018 closing price. Antero Resources will be entitled to receive a combination of $3.00 in cash and 1.6023 shares of New AM stock for each AM unit owned, resulting in aggregate consideration valued at $30.43 per AM unit, based on the October 8, 2018 closing price. AM public unitholders will be entitled to elect to receive their merger consideration in all cash, all stock, or a combination of cash and stock, and AR will have the ability to elect to take a larger portion of its merger consideration in cash if the AM public unitholders elect to receive more stock than the mixed election consideration, in each case subject to pro ration to ensure that the aggregate amount of cash consideration paid to all AM unitholders equals approximately $598 million.

The Antero Midstream Partners Conflicts Committee, consisting of directors not associated with management or the original financial sponsor groups, evaluated the transaction on behalf of the Antero Midstream Partners board of directors and public unitholders and also recommended approval of the simplification transaction to the Antero Midstream Partners board of directors. The transaction was approved by the Antero Midstream Partners board of directors. Tudor, Pickering, Holt & Co. acted as financial advisor to the Antero Midstream Partners Conflicts Committee. Baker Botts represented Tudor, Pickering, Holt & Co.

The closing of the transaction is expected in the first quarter of 2019, subject to obtaining certain approvals, including the approval of holders of a majority of the units held by AM unitholders, excluding Antero Resources and certain other affiliates, and customary regulatory approvals.

Baker Botts Lawyers/Office Involved:
Corporate: Joshua Davidson (Partner, Houston); Clint Rancher (Partner, Houston); Lakshmi Ramanathan (Associate, Houston)

 

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