UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 4)
Antero Midstream Corporation
|
(Name of Issuer)
|
|
|
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
|
|
|
03676B 102
|
(CUSIP Number)
|
|
|
|
Glen C. Warren, Jr.
1615 Wynkoop Street
Denver, Colorado 80202
(303) 357-7310
with a copy to:
Douglas E. McWilliams
Scott D. Rubinsky
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite
2500
Houston, Texas 77002
(713) 758-2222
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
|
December 8, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following pages)
SCHEDULE 13D
1
|
Name of Reporting Person
Antero Resources Corporation
|
|
Check the Appropriate Box if a Member of a Group
|
2
|
(A): o
|
|
|
(B): o
|
|
3
|
SEC Use Only
|
4
|
Source of Funds
OO
|
5
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially Owned by
Each Reporting Person with
|
7
|
Sole Voting Power
32,042,344
|
8
|
Shared Voting Power
139,042,345(1)
|
9
|
Sole Dispositive Power
32,042,344
|
10
|
Shared Dispositive Power
139,042,345(1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
139,042,345(1)
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
28.73%(2)
|
14
|
Type of Reporting Person
CO
|
|
(1)
|
Calculated in the manner set forth in Item 5.
|
|
(2)
|
Based on 484,042,327 shares of the Issuer’s common stock outstanding as of December 16, 2019, after giving effect
to the Stock
Repurchase and corresponding
cancellation, as described in the Explanatory
Note.
|
Explanatory Note: On December 8,
2019, Antero Midstream Corporation (the “Issuer”) agreed to purchase $100.0 million worth of its common stock
from Antero Resources Corporation (the “Reporting Person”) with the number of shares to be sold based on a
formulaic pricing mechanism taking into account both historical and future pricing of the Issuer’s common stock (the “Stock
Repurchase”) pursuant to the Repurchase Agreement, dated December 8, 2019, between the Reporting Person and the Issuer
(the “Repurchase Agreement”). On December 16, 2019, the Reporting Person sold 19,377,592 shares of the Issuer’s
common stock to the Issuer pursuant to the Repurchase Agreement, which shares were thereafter cancelled by the Issuer. The Reporting
Person is filing this Amendment No. 4, which amends and supplements the Statement on Schedule 13D filed on March 14, 2019 (as
amended by Amendment No. 1 filed on May 24, 2019, as further amended by Amendment No. 2 filed on September 5, 2019 and as further
amended by Amendment No. 3 filed on November 12, 2019, the “Original Schedule 13D”) with the Securities and
Exchange Commission to reflect the sale made by the Reporting Person pursuant to the Stock Repurchase and the corresponding cancellation
of shares. The Original Schedule 13D is hereby amended and supplemented by the Reporting Person, as set forth below (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 that are not defined herein have the meanings set forth in the Original Schedule
13D. Each ownership percentage set forth herein is based on 484,042,327 shares of the Issuer’s common stock outstanding
as of December 16, 2019, after giving effect to the Stock Repurchase and cancellation described above.
|
Item 2.
|
Identity and Background
|
This Item 2(c) shall be deemed to amend
and restate Item 2(c) to the Original Schedule 13D in its entirety:
(c)
The principal business of the Reporting Person is the exploitation, development and acquisition of natural gas, natural gas liquids
and oil properties located in the Appalachian Basin in West Virginia, Ohio and Pennsylvania. The name, business address, present
principal occupation and citizenship of each director and executive officer of Antero are set forth on Schedule A to this
Schedule 13D (the “Scheduled Persons”), which is incorporated herein by reference. Unless otherwise indicated,
the present principal occupation of each person is with Antero.
|
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 Reporting Person is
the record owner of 32,042,344 shares of the Issuer’s common stock, representing 6.62% of the outstanding shares of the Issuer’s
common stock. Antero Subsidiary Holdings LLC (“AR Sub”), a Delaware limited liability company and wholly owned
subsidiary of the Reporting Person, is the record owner of 107,000,001 shares of the Issuer’s common stock, representing
22.11% of the outstanding shares of the Issuer’s common stock. Because AR Sub is a party to the Stockholders’ Agreement
(as defined below), AR Sub may be deemed to beneficially own all shares of the Issuer’s common stock owned by the parties
to the Stockholders’ Agreement. The parties to the Stockholders’ Agreement, including AR Sub, collectively own 156,471,715
shares of the Issuer’s common stock, representing 32.33% of the outstanding shares of the Issuer’s common stock. Because
the Reporting Person is the sole member of AR Sub, it may be deemed to beneficially own the shares of the Issuer’s common
stock beneficially owned by AR Sub based on its relationship with AR Sub. The Reporting Person disclaims beneficial ownership of
these shares except to the extent of its pecuniary interest therein. The parties to the Stockholders’ Agreement have filed
separate Schedules 13D with respect to their interests.
(c) On December 8, 2019, the Issuer agreed to purchase $100.0
million worth of its common stock from the Reporting Person with the number of shares to be sold based on a formulaic pricing
mechanism taking into account both historical and future pricing of the Issuer’s common stock pursuant to the Repurchase
Agreement. On December 16, 2019, the Reporting Person sold 19,377,592 shares of the Issuer’s common stock to the Issuer
pursuant to the Repurchase Agreement at a price of $5.1606 per share, which shares were thereafter cancelled by the Issuer. Except
as described in this Schedule 13D, the Reporting Person has not effected any transactions in the shares of the Issuer’s
common stock since the filing of the Original Schedule 13D.
(d) Not
applicable.
(e) Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Item 6 of the
Original 13D is supplemented as follows:
Repurchase Agreement
On December 8,
2019, the Reporting Person and the Issuer entered into the Repurchase Agreement, pursuant to which the Issuer agreed to purchase
$100.0 million worth of its common stock from the Reporting Person with the number of shares to be sold based on a formulaic pricing
mechanism taking into account both historical and future pricing of the Issuer’s common stock; provided that the minimum
number of shares could not be less than approximately 16.7 million shares and the maximum number of shares could not exceed 25.0
million shares. On December 16, 2019, the Reporting Person sold 19,377,592 shares of the Issuer’s common stock to the Issuer
pursuant to the Repurchase Agreement, which shares were thereafter cancelled by the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
|
Item 7 of the
Original 13D is supplemented as follows:
Exhibit 4
|
Repurchase Agreement, dated December 8, 2019, between Antero Midstream Corporation and Antero Resources Corporation.
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 16, 2019
|
ANTERO RESOURCES CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Alvyn A. Schopp
|
|
Name:
|
Alvyn A. Schopp
|
|
Title:
|
Chief Administrative Officer, Regional Senior Vice President and Treasurer
|
[ANTERO RESOURCES CORPORATION – Schedule
13D]
SCHEDULE A
Directors and Executive Officers of
Antero Resources Corporation
Name and Position
|
|
Principal
Occupation or Employment Name
and Position and Principal Business Address
|
|
Citizenship
|
W. Howard Keenan, Jr.,
Director
|
|
Member
Yorktown Partners LLC
410 Park Avenue, 19th Floor
New York, New York 10022
|
|
United States
|
Robert J. Clark,
Director
|
|
Chairman and Chief Executive Officer
3 Bear Energy, LLC
1512 Larimer Street, Suite 540
Denver, Colorado 80202
|
|
United States
|
Joyce McConnell,
Director
|
|
President
Colorado State University
c/o Antero Resources Corporation
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Paul J. Korus,
Director
|
|
Retired
c/o Antero Resources Corporation
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Benjamin A. Hardesty,
Director
|
|
Owner
Alta Energy LLC
c/o Antero Resources Corporation
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Vicky Sutil,
Director
|
|
Strategic Planning Officer
SK E&P Company
c/o Antero Resources Corporation
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Thomas B. Tyree, Jr.
Director
|
|
Chairman
Northwoods Energy LLC
c/o Antero Resources Corporation
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Paul M. Rady,
Chairman and Chief Executive Officer
|
|
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Glen C. Warren, Jr.,
Director, President, Chief Financial Officer and Secretary
|
|
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Michael N. Kennedy,
Senior Vice President—Finance
|
|
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Name and Position
|
|
Principal
Occupation or Employment Name
and Position and Principal Business Address
|
|
Citizenship
|
Alvyn A. Schopp,
Chief Administration Officer, Regional Senior Vice President
and Treasurer
|
|
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
W. Patrick Ash,
Senior Vice President—Reserves, Planning and
Midstream
|
|
1615 Wynkoop Street
Denver, Colorado 80202
|
|
United States
|
Antero Midstream (NYSE:AM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Antero Midstream (NYSE:AM)
Historical Stock Chart
From Apr 2023 to Apr 2024