Item 1.01
Entry into a Material Definitive Agreement.
Equity Distribution Agreement
On August
8, 2016, Antero Midstream Partners LP (the “Partnership”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and SunTrust Robinson Humphrey, Inc. (each a “Manager” and collectively, the “Managers”). Pursuant to the terms of the Distribution Agreement, the Partnership may sell from time to time through the Managers the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $250,000,000 (the “Units”). Sales of the Units, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange, any other national securities exchange or facility thereof, a trading facility of a national securities association or an alternative trading system, to or through a market maker or directly on or through an electronic communication network, a “dark pool” or any similar market venue, at market prices, in block transactions or as otherwise agreed by the Partnership and one or more of the Managers.
Under the terms of the Distribution Agreement, the Partnership may also sell Units from time to time to any Manager as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to any such Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.
The Units will be issued pursuant to the Partnership’s shelf registration statement on Form S-3 (Registration No. 333-212283), which was declared effective by the Securities and Exchange Commission on July 8, 2016.
The Distribution Agreement contains customary representations, warranties and agreements by the Partnership, indemnification obligations of the Partnership and the Managers, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The summary of the Distribution Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified by reference to the full text of the Distribution Agreement, a copy which is filed as Exhibit 1.1 hereto and is incorporated by reference herein. Legal opinions relating to the Units are included as Exhibits 5.1 and 8.1 hereto.
Relationships
The Managers and their related entities have, from time to time, performed, and may in the future perform, various financial advisory and commercial and investment banking services for us and our affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement. In particular, affiliates of
Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc. are lenders under our credit facility.