Item 1.01
Entry into a Material Definitive Agreement.
Underwriting Agreement
On February 6, 2017, Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”) and Antero Resources Midstream Management LLC, a Delaware limited liability company, the general partner of the Partnership (the “General Partner”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Wells Fargo Securities, LLC (the “Underwriters”), relating to the offer and sale of common units representing limited partner interests in the Partnership (the “Common Units”). The Underwriting Agreement provides for the offer and sale (the “Offering”) by the Partnership, and purchase by the Underwriters, of 6,000,000 Common Units at a price of $32.46. Pursuant to the Underwriting Agreement, the Partnership has granted the Underwriters a 30-day option to purchase up to an aggregate of 900,000 additional Common Units. The material terms of the Offering are described in the prospectus, dated February 6, 2017 (the “Prospectus”), filed by the Partnership with the Securities and Exchange Commission (the “Commission”) on February 6, 2017, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-3 (File No. 333-215912), filed by the Partnership on February 6, 2017. The Partnership expects to use the net proceeds from the Offering, including the proceeds from any exercise of the Underwriters’ option to purchase additional common units, for general partnership purposes, including to repay a portion of the outstanding borrowings under its revolving credit facility. These borrowings include amounts incurred on February 6, 2017 to fund the Partnership’s recently announced Appalachian processing and fractionation joint venture with MPLX, LP. The Partnership will pay certain expenses, other than underwriting discounts and commissions, associated with the sale of Common Units in the Offering.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Partnership and the General Partner have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Offering is expected to close on February 10, 2017, subject to the satisfaction of customary closing conditions.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Relationships
As more fully described under the caption “Underwriting” in the Prospectus, the Underwriters and their affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Partnership, for which they received or will receive customary fees and expenses. In particular, affiliates of Barclays Capital Inc. and Wells Fargo Securities, LLC are lenders under the Partnership’s credit facility.