Current Report Filing (8-k)
May 24 2021 - 7:38AM
Edgar (US Regulatory)
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2021-05-24
2021-05-24
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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 24, 2021
ANTERO MIDSTREAM CORPORATION
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-38075
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61-1748605
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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1615 Wynkoop Street
Denver, Colorado 80202
(Address of Principal Executive Offices)
(Zip Code)
Registrants 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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 Per Share
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AM
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New York Stock Exchange
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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 ¨
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. ¨
On May 24, 2021, Antero Midstream Corporation
(the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference, announcing that the Company’s indirect, wholly owned subsidiaries, Antero Midstream Partners LP (“Antero Midstream
Partners”) and Antero Midstream Finance Corporation (“Finance Corp” and, together with Antero Midstream Partners, the
“Issuers”), intend to commence a private offering of $650.0 million aggregate principal amount of senior notes due 2029 (the
“Notes”). The Issuers intend to use the net proceeds from the offering of the Notes and borrowings under Antero Midstream
Partners’ credit facility to redeem of all of their 5.375% senior notes due 2024 (the “2024 Notes”) outstanding on June 8,
2021 at a redemption price of 102.688% of the principal amount thereof, plus accrued and unpaid interest. As of May 21, 2021, there
was $650.0 million aggregate principal amount of the 2024 Notes outstanding. The redemption of the 2024 Notes is expected to be conditioned
on the completion of the offering of the Notes. The foregoing does not constitute a notice of redemption with respect to any of the 2024
Notes.
This Current Report on Form 8-K is neither
an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an
offer to buy, or a sale of, any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction. The securities to be offered have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or jurisdiction securities laws,
and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable state or jurisdiction securities laws.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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ANTERO MIDSTREAM CORPORATION
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By:
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/s/ Brendan E. Krueger
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Brendan E. Krueger
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Chief Financial Officer, Treasurer and Vice President of Finance
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Dated: May 24, 2021
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