Deal Details

Antero Midstream GP LP acquisition of Antero Midstream Partners LP

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Summary

About

Antero Resources Corporation (“Antero Resources” or the “Company”) (NYSE: AR) announced a definitive agreement to simplify its midstream corporate structure. Under the agreement, Antero Midstream GP LP (NYSE: AMGP) will acquire all outstanding common units of Antero Midstream Partners LP ("Antero Midstream Partners") (NYSE: AM) in a stock and cash transaction, valued at approximately $7.5 billion. In connection with the transaction, Antero Midstream GP LP will convert into a corporation, and the combined entity will be renamed Antero Midstream Corporation ("New AM"). The transaction has been publicly announced and is subject to close.

Antero Resources will be entitled to receive a combination of $3.00 in cash and 1.6023 shares of New AM stock for each of its units of Antero Midstream Partners, resulting in total consideration to Antero Resources of approximately $3.0 billion. In connection with the transaction, Antero Resources also announced that its board of directors has approved a share repurchase program of up to $600 million, funded, in part, by the Company’s anticipated cash proceeds from the simplification transaction.

The simplification transaction and associated share repurchase program are part of a broader process initiated by Antero Resources in February 2018, in which the Company announced that its board of directors had formed a Special Committee comprised solely of independent directors to explore, review and evaluate potential measures to address the discount in Antero Resources trading value.

Antero Resources is an independent natural gas and oil company engaged in the acquisition, development and production of unconventional liquids-rich natural gas properties located in the Appalachian Basin in West Virginia and Ohio. The Company is headquartered in Denver, Colorado.

Antero Midstream GP LP, a Delaware limited partnership, owns the general partner of Antero Midstream and incentive distribution rights in Antero Midstream and has elected to be classified as an entity taxable as a corporation for United States federal income tax purposes.

Antero Midstream Partners is a limited partnership that owns, operates and develops midstream gathering, compression, processing and fractionation assets as well as integrated water assets that primarily service Antero Resources’ properties located in West Virginia and Ohio.

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