Explanatory Note
: This Amendment No. 6 (this
Amendment
) amends and supplements the Statement on Schedule 13D filed on November 19, 2014 with the Securities and Exchange Commission (the
Commission
) relating to the common units (
Common Units
) representing limited partner interests in Antero Midstream Partners LP (the
Issuer
or
Partnership
), a Delaware limited partnership (such Schedule 13D, as amended and supplemented by Amendment No. 1, filed on September 18, 2015, Amendment No. 2, filed on September 24, 2015, Amendment No. 3, filed on March 25, 2016, Amendment No. 4, filed on March 31, 2016, and Amendment No. 5, filed on February 15, 2017, the
Original Schedule 13D
). The Original Schedule 13D is hereby amended and supplemented by Antero Resources Corporation, a Delaware corporation (the
Reporting Person
), as set forth below in this Amendment (as so amended and supplemented, the
Schedule 13D
). Unless set forth below, all previous Items of the Original Schedule 13D are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Original Schedule 13D.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is supplemented as follows:
On September 11, 2017, the Reporting Person completed an underwritten public offering of 10,000,000 Common Units held by the Reporting Person pursuant to an Underwriting Agreement dated September 6, 2017 (the
Underwriting Agreement
) between the Reporting Person, the Issuer, Antero Midstream Partners GP LLC, a Delaware limited liability company and the general partner of the Issuer, Barclays Capital Inc. and Wells Fargo Securities, LLC. The Underwriting Agreement provides for the offer and sale (the
Offering
) by the Reporting Person, and purchase by the Underwriter, of 10,000,000 Common Units at a price of $31.11 per unit. Pursuant to the Underwriting Agreement, the Reporting Person has granted the Underwriter a 30-day option to purchase up to an additional 1,500,000 Common Units. The material terms of the Offering are described in the prospectus, dated September 6, 2017, filed by the Issuer with the Commission on September 8, 2017, pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The Offering is registered with the Commission pursuant to a Registration Statement on Form S-3 (File No. 333-220359), filed by the Issuer on September 6, 2017.
Item 5.
Interest in Securities of the Issuer
This Item 5 shall be deemed to amend and restate Item 5 to the Original Schedule 13D in its entirety:
(a) (b) The aggregate number and percentage of Common Units beneficially owned by the Reporting Person (on the basis of a total of 186,623,101 Common Units issued and outstanding as of September 11, 2017) are as follows:
Amount beneficially owned:
|
|
98,870,335
|
|
Percentage:
|
|
53.0
|
%
|
Number of shares to which the Reporting Person has:
|
|
|
|
i. Sole power to vote or to direct the vote:
|
|
98,870,335
|
|
ii. Shared power to vote or to direct the vote:
|
|
0
|
|
iii. Sole power to dispose or to direct the disposition of:
|
|
98,870,335
|
|
iv. Shared power to dispose or to direct the disposition of:
|
|
0
|
|
In addition, as of the date of this report, certain of the directors and executive officers of the Reporting Person (the
Covered Individuals
) beneficially own the number and percentage of Common Units set forth in the following table:
Name
|
|
Common Units
Beneficially
Owned
|
|
Percentage of
Class
Beneficially
Owned
|
|
Robert J. Clark
|
|
10,000
|
|
*
|
|
Richard W. Connor
|
|
15,370
|
|
*
|
|
Benjamin A. Hardesty
|
|
|
|
|
|
Peter R. Kagan
|
|
10,370
|
|
*
|
|
W. Howard Keenan, Jr.
|
|
10,370
|
|
*
|
|
James R. Levy
|
|
|
|
|
|
Paul M. Rady
|
|
190,344
|
|
*
|
|
Glen C. Warren, Jr.
|
|
130,266
|
|
*
|
|
Kevin J. Kilstrom
|
|
32,134
|
|
*
|
|
Ward D. McNeilly
|
|
32,134
|
|
*
|
|
Alvyn A. Schopp
|
|
38,134
|
|
*
|
|
Michael N. Kennedy
|
|
19,915
|
|
*
|
|
*
Less than 1% of the class beneficially owned.
(c)
Neither the Reporting Person nor, to the Reporting Persons knowledge, any of the Covered Individuals, has effected any transactions in the Common Units during the past 60 days.
(d)
The Reporting Person has the right to receive distributions from, and the proceeds from the sale of, the Common Units reported on the cover page of this Schedule 13D and in this Item 5. Except for the foregoing and the cash distribution described in Item 6 of the Original Schedule 13D, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Units beneficially owned by the Reporting Person.
(e)
Not applicable.
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