Antero Midstream Partners Investor Presentation Deck
Simplification Transaction Overview
s
On October 9th, Antero Midstream GP LP ("AMGP") announced that it had agreed to
acquire Antero Midstream Partners LP ("AM") to be renamed
"Antero Midstream Corporation" (NYSE: AM) or "New AM"
• AMGP to acquire 100% of outstanding common units of AM, including common units owned by AR
Elimination of incentive distribution rights ("IDRs") and Series B profits interest
• All-in consideration to AM public unitholders consisting of 1.635 AMGP shares and $3.415/unit in cash
• All-in consideration to AR owned AM units consisting of 1.6023 AMGP shares and $3.00/unit in cash
Total aggregate cash consideration of $598 MM
Key Deal
Terms
Structure
Taxes
Financing
Voting & Close
Pro forma entity will convert to a C-Corp for tax and governance purposes and will be renamed Antero
Midstream Corporation ("New AM")
New AM will trade on the NYSE and will retain the "AM" ticker symbol
• Streamlined governance and Board of Directors composition with majority of independent directors
Taxable to all AM common unitholders and New AM receives the benefit of a tax basis "step-up"
Not expected to pay any material federal or state income taxes through at least 2023
• PV-10 savings of approximately $800 million to New AM from tax basis step-up
• Transaction to be financed through borrowings on New AM's revolving credit facility
AM exercised its accordion feature, increasing borrowing capacity to $2.0 Billion
• Maintains trajectory towards investment grade credit profile
Subject to majority of minority vote at AMGP and AM and expected to close in the first quarter of 2019
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