Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet


           Arrangement of a Registrant.

On November 10, 2020, in connection with the previously announced offering (the "Offering") and issuance by Antero Midstream Corporation's (the "Company") 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"), of $550,000,000 in aggregate principal amount of their 7.875% Senior Notes due 2026 (the "Notes"), the Issuers and each of the Guarantors (as defined below) entered into an indenture, dated as of November 10, 2020 (the "Indenture"), with Wells Fargo Bank, National Association, as trustee. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with the Issuers' unrestricted affiliates, and limitations on asset sales.

The Notes are guaranteed (the "Guarantees"), jointly and severally, on a senior unsecured basis by (i) the Company, (ii) Antero Midstream Partners' existing wholly owned subsidiaries (other than Finance Corp.) and (iii) Antero Midstream Partners' future wholly owned domestic subsidiaries that guarantee certain of Antero Midstream Partners' indebtedness (collectively, the "Guarantors").

The Notes and the Guarantees were issued and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereunder. The Notes were resold within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes and Guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

At any time prior to May 15, 2023, the Issuers may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 107.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with an amount of cash not greater than the net proceeds from certain equity offerings. At any time prior to May 15, 2023, the Issuers may redeem all or part of the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a "make-whole" premium plus accrued and unpaid interest, if any, to the redemption date. The Issuers may also redeem all or a part of the Notes at any time on or after May 15, 2023, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the redemption date. If Antero Midstream Partners experiences a Change of Control (as defined in the Indenture), Antero Midstream Partners may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

The Notes and the Guarantees rank equally in right of payment with all of the Issuers' and the Guarantors' existing and future senior indebtedness and senior to all of the Issuers' and the Guarantors' future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of the Issuers' and the Guarantors' existing and future secured debt, including debt under Antero Midstream Partners' revolving credit agreement, to the extent of the value of the assets securing such debt, and are structurally subordinated to all liabilities of the Company's subsidiaries (including Antero Midstream Partners' subsidiaries other than Finance Corp.) that do not guarantee the Notes.

The summary of the Indenture set forth in this Item 2.03 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated herein by reference.





                                       2

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.



EXHIBIT                                  DESCRIPTION
   4.1        Indenture, dated as of November 10, 2020, by and among Antero
            Midstream Partners LP, Antero Midstream Finance Corporation, the
            guarantors party thereto and Wells Fargo Bank, National Association, as
            trustee.

   4.2        Form of 7.875% Senior Note due 2026 (included in Exhibit 4.1).

   104      Cover Page Interactive Data File (embedded within the Inline XBRL
            document).




                                       3

© Edgar Online, source Glimpses