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TABLE OF CONTENTS
TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on March 13, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Antero Midstream Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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61-1748605
(I.R.S. Employer
Identification Number)
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1615 Wynkoop Street
Denver, Colorado 80202
(303) 357-7310
(Addresses, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Glen C. Warren, Jr.
1615 Wynkoop Street
Denver, Colorado 80202
(303) 357-7310
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Douglas E. McWilliams
Scott D. Rubinsky
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
(713) 758-2222
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box:
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If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
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If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
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If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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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 7(a)(2)(B) of Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities
to be Registered(1)
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Amount to be
Registered
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Proposed Maximum
Offering Price Per
Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fees
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Primary Offering:
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Common Stock, par value $0.01 per share
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Preferred Stock, par value $0.01 per share
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Debt Securities
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Warrants
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Depositary Shares
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Total Primary
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(2)
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(2)
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(2)
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(3)
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Secondary Offering:
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Common Stock, par value $0.01 per share
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284,207,325(4)
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(5)
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$3,470,171,438(6)
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$420,585(7)
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Total (Primary and Secondary)
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(1)
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Any
securities registered hereunder may be sold separately or as units with other securities registered hereunder.
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(2)
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An
indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered
hereunder at indeterminate prices.
This
registration statement includes such indeterminate amount of securities as may be issued upon exercise, conversion or exchange of, pursuant to anti-dilution adjustments, or pursuant to a stock
dividend, stock split or similar transaction with respect to, securities that provide for such issuance, exercise, conversion, exchange, adjustment, stock split or similar transaction. Separate
consideration may or may not be received for any of these securities.
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(3)
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In
reliance on Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of the
registration fee for all securities that may be offered in primary offerings by the registrant.
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(4)
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Pursuant
to Rule 416(a) under the Securities Act, the amount of common stock being registered on behalf of the selling stockholders shall be adjusted to
include any additional common stock that may become issuable as a result of any distribution, split, combination or similar transaction.
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(5)
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The
proposed maximum offering price per share of common stock will be determined by the selling stockholders from time to time in connection with, and at the time
of, the sale by a selling stockholder of such securities.
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(6)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act on the basis of the average of the high and
low sale prices of the common shares representing limited partner interests of Antero Midstream GP LP, our predecessor registrant, on March 8, 2019, as reported on the New York
Stock Exchange.
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(7)
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Calculated
pursuant to Rule 457(c) of the Securities Act.
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EXPLANATORY NOTE
This registration statement consists of two prospectuses, covering the registration of:
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Shares of common stock, shares of preferred stock, debt securities, warrants and depositary shares of Antero Midstream Corporation; and
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Shares of common stock of Antero Midstream Corporation that may be sold in one or more secondary offerings by the selling stockholders.
PROSPECTUS
Antero Midstream Corporation
Common Stock
Preferred Stock
Debt Securities
Warrants
Depositary Shares
From time to time we may offer and sell the following securities:
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Shares of common stock;
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Shares of preferred stock;
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Debt securities;
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Warrants; and
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Depositary shares.
We
refer to our common stock, preferred stock, debt securities, warrants and depositary shares, collectively, as the "securities." We may offer and sell these securities from time to
time in amounts, at prices and on terms to be determined by market conditions and other factors at the time of our offerings.
We
may offer and sell these securities through one or more underwriters, dealers or agents, or directly to purchasers, on a continuous or delayed basis.
This
prospectus describes only the general terms of the securities and the general manner in which we may offer the securities. The specific terms of any securities we offer will be
included in a supplement to this prospectus. The prospectus supplement will describe the specific manner in which we will offer the securities and also may add, update or change information contained
in this prospectus.
You
should carefully read this prospectus, the documents incorporated by reference in this prospectus and any prospectus supplement before you invest. You should also read the documents
we refer to in the "Where You Can Find More Information" section of this prospectus for the information about us and certain risks related to the purchase of our securities. This prospectus may not be
used to consummate sales of our securities unless it is accompanied by a prospectus supplement.
Our
common stock is listed on the New York Stock Exchange under the symbol "AM."
Investing in our securities involves risks. Please read "Risk Factors" beginning on page 2 of this prospectus and in the applicable prospectus
supplement and in the documents incorporated herein and therein before you make any investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 13, 2019.
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TABLE OF CONTENTS
You
should rely only on the information contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference into this prospectus. We have not
authorized any dealer, salesperson or other person to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on
it. This prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to
sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the
information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by
reference is accurate as of any date other than the date of such document, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results
of operations and prospects may have changed since that date.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the
"SEC") using a "shelf" registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities described in this prospectus in one or
more offerings. This prospectus generally describes Antero Midstream Corporation and the securities that we may offer under this prospectus.
Each
time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities
being offered. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add or update in the
prospectus supplement (and in any related free writing prospectus that we may authorize to be provided to you) any of the information contained in this prospectus or in the documents that we have
incorporated by reference into this prospectus. Please read this prospectus, any applicable prospectus supplement and any related
free writing prospectus, together with the information incorporated herein by reference as described under the heading "Where You Can Find More Information," carefully before buying any of the
securities being offered.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All
of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or are incorporated by reference as exhibits
to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information."
On
March 12, 2019, pursuant to that certain Simplification Agreement, dated October 9, 2018 (the "Simplification Agreement"), (i) the registrant converted from a
limited partnership to a corporation under the laws of the State of Delaware (the "Conversion") and changed its name to Antero Midstream Corporation ("we," "us," "our," the "Company" and like terms),
(ii) we merged our wholly owned subsidiary with and into Antero Midstream Partners LP ("Antero Midstream"), with Antero Midstream surviving such merger as our indirect, wholly owned
subsidiary and (iii) we exchanged each issued and outstanding Series B Unit representing a membership interest in Antero IDR Holdings LLC for 176.0041 shares of our common stock
(the "Series B Exchange" and, together with the Conversion, the Merger and the other transactions contemplated by the Simplification Agreement, the "Transactions").
Unless
context otherwise requires, references in this prospectus to:
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"Antero Resources" refers to Antero Resources Corporation; and
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"Sponsor Holders" refers to (i) Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, Warburg Pincus
Netherlands Private Equity VIII C.V. I, a company formed under the laws of the Netherlands, WP-WPVIII Investors, L.P., a Delaware limited partnership, Warburg Pincus Private Equity X
O&G, L.P., a Delaware limited partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership, WP-WPVIII Investors GP L.P., a Delaware limited
partnership, Warburg Pincus X, L.P., a Delaware limited partnership, Warburg Pincus X GP L.P., a Delaware limited partnership, WPP GP LLC, a Delaware
limited liability company, Warburg Pincus Partners, L.P., a Delaware limited partnership, Warburg Pincus Partners GP LLC, a Delaware limited liability company, Warburg
Pincus & Co., a New York general partnership, Warburg Pincus LLC, a New York limited liability company, and Charles R. Kaye and Joseph P. Landy, who are the Managing General
Partners of Warburg Pincus & Co. and Managing Members and Co-Chief Executive Officers of Warburg Pincus LLC and (ii) Yorktown Energy Partners V, L.P.,
Yorktown Energy Partners VI, L.P., Yorktown Energy Partners VII, L.P. and Yorktown Energy Partners VIII, L.P.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the Securities Act of 1933, as amended (the "Securities Act"), that registers the
offer and sale of the securities covered by this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations
of the SEC allow us to omit some information included in the registration statement from this prospectus.
In
addition, we file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public at the SEC's website at
www.sec.gov
. You may also access the
information we file electronically with the SEC through our website at
www.anteromidstream.com
. We have not incorporated by reference into this prospectus the information included on our website, and
you should not consider
it to be a part of this prospectus.
We
"incorporate by reference" information into this prospectus, which means that we disclose important information to you by referring you to documents filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus. Information that we later provide to the SEC, and which is deemed to be "filed" with the SEC, will automatically update
information previously filed with the SEC, and may update or replace information in this prospectus and information previously filed with the SEC. You should not assume that the information in this
prospectus is current as of any date other than the date on the cover page of this prospectus. You should not assume that the information contained in the documents incorporated by reference in this
prospectus is accurate as of any date other than the respective dates of such documents.
We
incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (excluding any information furnished and not filed with the SEC), after the date on which the registration statement was initially filed with the SEC until all
offerings under the registration statement of which this prospectus forms a part are completed or terminated:
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our and Antero Midstream's Annual Reports on Form 10-K for the year ended December 31, 2018;
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our Current Reports on Form 8-K filed on February 20, 2019, February 25, 2019, March 5, 2019, March 11, 2019
and March 12, 2019; and
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the description of our common stock contained in our Registration Statement on Form 8-A/A filed on March 12, 2019, including any
subsequent amendments or reports that we may file in the future for the purpose of updating such description.
These
reports contain important information about us, our financial condition and our results of operations.
You
may obtain copies of any of the documents incorporated by reference in this prospectus from the SEC through the SEC's website at the address provided above. You also may request a
copy of any document incorporated by reference in this prospectus (including exhibits to those documents specifically incorporated by reference in this prospectus), at no cost, by contacting us at:
Antero Midstream Corporation
1615 Wynkoop Street
Attention: Investor Relations
Denver, Colorado 80202
Telephone: (303) 357-7310
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus and incorporated by reference into this prospectus may contain forward-looking statements.
Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as "may," "assume,"
"forecast," "position," "predict," "strategy," "expect," "intend," "plan," "estimate," "anticipate," "believe," "project," "budget," "potential," or "continue," and similar expressions are used to
identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When
considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus. Actual results may vary materially. You are cautioned not to
place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a
complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements
include:
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Antero Resources' expected production and ability to meet its drilling and development plan;
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our ability to execute our business strategy;
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our ability to realize the anticipated benefits of the Transactions;
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the impact of increased levels and costs of indebtedness used to fund the Transactions or the cash portion of the consideration being paid in
connection therewith, and the increased cost of existing indebtedness due to the actions taken to consummate the Transactions;
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our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital
requirements and the repayment or refinancing of indebtedness;
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our ability to realize the anticipated benefits of investing in unconsolidated affiliates;
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natural gas, natural gas liquids and oil prices;
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our ability to complete the construction or purchase new gathering and compression, processing, water handling and treatment or other assets on
schedule, at the budgeted cost or at all, and the ability of such assets to operate as designed or at expected levels;
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competition and government regulations;
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actions taken by third-party producers, operators, processors and transporters;
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legal or environmental matters;
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costs of conducting our operations;
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general economic conditions;
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credit markets;
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operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;
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uncertainty regarding our future operating results; and
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plans, objectives, expectations and intentions contained in this prospectus that are not historical.
We
caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control,
incidental to our business. These risks include, but are not limited to, commodity price volatility,
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inflation,
environmental risks, drilling and completion and other operating risks, regulatory changes, the uncertainty inherent in projecting future rates of production, cash flow and access to
capital, the timing of development expenditures, and the other risks described under "Risk Factors" in this prospectus and in our and Antero Midstream's Annual Reports on Form 10-K for the year
ended December 31, 2018, which are incorporated by reference herein, and our other reports filed with the SEC.
Should
one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ
materially from those expressed in any forward-looking statements.
All
forward-looking statements, expressed or implied, included in this prospectus or incorporated herein by reference are expressly qualified in their entirety by this cautionary
statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except
as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to
reflect events or circumstances after the date of this prospectus.
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ABOUT ANTERO MIDSTREAM CORPORATION
We are a growth-oriented midstream company initially formed to own, operate and develop midstream energy assets to service Antero Resources'
increasing production. Our assets consist of gathering pipelines, compressor stations, and interests in processing and fractionation plants that collect and process production from Antero Resources'
wells in the Marcellus and Utica Shales in West Virginia and Ohio. Our assets also include two independent fresh water delivery systems that deliver fresh water from the Ohio River and several
regional waterways and a wastewater treatment facility. These fresh water delivery systems consist of permanent buried pipelines, surface pipelines and fresh water storage facilitates, as well as
pumping stations and impoundments to transport the fresh water throughout the pipelines. We also provide water handling and treatment services for well completion and production operations in Antero
Resources' operating areas. The other fluid handling services consist of high rate transfer services, wastewater transportation, and disposal. We believe that our strategically located assets and our
relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Marcellus and Utica Shale plays.
Our
principal executive offices are at 1615 Wynkoop Street, Denver, Colorado 80202. Our telephone number is (303) 357-7310. Our website is located at
www.anteromidstream.com
. We make available our
periodic reports and other information filed with or furnished to the SEC free of charge through our
website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website is not incorporated by reference
herein and does not constitute a part of this prospectus.
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RISK FACTORS
An investment in our securities involves a significant degree of risk. Before you invest in our securities, you should carefully consider those
risk factors included in our and Antero Midstream's most recently filed Annual Report on Form 10-K, any of our subsequently filed Quarterly Reports on Form 10-Q and any of our
subsequently filed Current Reports on Form 8-K, each of which is incorporated herein by reference, and those risk factors that may be included in any applicable prospectus supplement, together
with all of the other information included in this prospectus, any prospectus supplement and the documents we incorporate by reference, in evaluating an investment in our securities. If any of these
risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected. Additional risks not presently known to us or that we currently believe
are immaterial may also significantly impair our business operations and financial condition. Please read "Cautionary Statement Regarding Forward-Looking Statements."
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USE OF PROCEEDS
Unless we specify otherwise in any prospectus supplement, we expect to use the net proceeds we receive from the sale of the securities covered
by this prospectus for general corporate purposes, which may include, among other things:
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repayment of indebtedness; and
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funding working capital, capital expenditures and potential acquisitions.
The
actual application of the net proceeds from the sale of any particular offering of securities using this prospectus will be described in the applicable prospectus supplement relating
to such offering. The precise amount and timing of the application of these proceeds will depend upon our funding requirements and the availability and cost of other funds.
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DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, our authorized capital stock consisted of 2,000,000,000 shares of common stock, $0.01 par value per share, of
which 506,641,575 shares were issued and outstanding, and 100,000,000 shares of preferred stock, $0.01 par value per share, including 12,000 shares designated as "5.5% Series A Non-Voting
Perpetual Preferred Stock" (the "Series A Preferred Stock"), of which 10,000 shares were issued and outstanding.
The
following summary of our capital stock, certificate of incorporation, certificate of designations for the Series A Preferred Stock (the "Certificate of Designations") and our
bylaws does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our certificate of incorporation and bylaws.
Common Stock
Except as provided by law or in a preferred stock designation (including the Certificate of Designations), holders of common stock are entitled
to one vote for each share held of record on all matters submitted to a vote of the stockholders, have the right to vote for the election of directors and do not have cumulative voting rights. Subject
to preferences that may be applicable to any outstanding shares or series of preferred stock (including the Series A Preferred Stock), holders of common stock are entitled to receive ratably
such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. All outstanding
shares of common stock are fully paid and non-assessable and the shares of common stock that will be issued under this prospectus will be fully paid and non-assessable.
The
holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable
to the common stock. In the event of any liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in our assets that are remaining after payment
or provision for payment of all of our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.
Preferred Stock
Our certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder
approval, to establish and to issue from time to time one or more series of preferred stock, par value $0.01 per share, covering up to an aggregate of 100,000,000 shares of preferred stock. Each
series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by our board of directors, which may
include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock
designation (including the Certificate of Designations), the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.
5.5% Series A Non-Voting Perpetual Preferred Stock
Dividends.
Subject to the prior and superior rights of any senior securities with respect to dividends, holders of shares of
Series A
Preferred Stock are entitled to receive quarterly dividends on each share of Series A Preferred Stock, when, as and if declared by our board of directors out of funds legally available
therefor, payable in cash on the 45th day following the end of each fiscal quarter of ours in each year or such other dates as our board of directors will approve, at a rate of 5.5% per annum
on (i) the liquidation preference per share of Series A Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior dividend period on such share of
Series A Preferred Stock, if any. Such dividends accrue and are cumulative from the original issue date, compound on each
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quarterly
dividend payment date and are payable quarterly in arrears on each quarterly dividend payment date.
Conversion at the Option of the Holder.
On or after March 12, 2029, each share of Series A Preferred Stock will be
convertible, at any
time and from time to time from and after such date, at the option of the holder of the Series A Preferred Stock, into a number of shares of common stock equal to the conversion ratio in effect
on the applicable conversion date, subject to certain limitations; provided that no shares of Series A Preferred Stock may be converted into shares of common stock at any time that any shares
of the Series A Preferred Stock are held by The Antero Foundation, which held all of the Series A Preferred Shares outstanding as of the date of this prospectus; and provided further
that, notwithstanding anything in the Certificate of Designation to the contrary, in no event will the aggregate number of shares of common stock issued pursuant to all conversions exceed 19.9% of the
number of shares of common stock issued and outstanding on the date of issuance of the Series A Preferred Stock. The conversion ratio for each share of Series A Preferred Stock will be
equal to (i) $1,000 per share, plus accrued but unpaid dividends as of the conversion date, divided by (ii) the volume weighted average price per share of common stock during the 10
trading days preceding the conversion date.
Redemption at the Option of the Company.
Notwithstanding anything in the Certificate of Designation to the contrary, if we undergo a
"Change of
Control" as defined in the Certificate of Designation, or at any time on and after March 12, 2029, we, at our option, may redeem the Series A Preferred Stock in whole or in part, at a
price equal to $1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any shares of the Series A Preferred Stock are held by The Antero Foundation at the
time of such redemption, the price for redemption of each share of Series A Preferred Stock will be the greater of (i) $1,000 per share, plus any accrued but unpaid dividends and
(ii) the fair market value of the Series A Preferred Stock as determined by a third party appraiser selected in good faith by us, subject to The Antero Foundation's approval, which
approval will not be unreasonably withheld or delayed.
Transfer.
A holder of shares of our Series A Preferred Stock may transfer such holder's shares of Series A Preferred Stock to
(i) us or any subsidiary of ours or (ii) otherwise in a transaction pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws, subject to compliance with the other requirements of
the Certificate of Designation. The Certificate of Designation provides that in no event will a transfer of the Series A Preferred Stock be made if such transfer, or such transfer together with
any other transfers, would result in us being required to register the Series A Preferred Stock under Section 12 of Exchange Act, or would otherwise trigger or subject us, or any
subsidiary or other affiliate of ours, to the registration requirements of the Exchange Act with respect to the Series A Preferred Stock.
Liquidation Preference.
In the event we voluntarily or involuntarily liquidate, dissolve or wind up, subject to the prior and superior
rights of the
holders of any senior securities, holders of shares of Series A Preferred Stock as of the record date set in connection therewith will be entitled to receive liquidating distributions in the
amount of $1,000 per share of Series A Preferred Stock, in each case, plus an amount equal to any declared but unpaid dividends up to and including the date of such liquidation, out of assets
legally available for distribution to our stockholders, before any distribution of assets is made to the holders of any junior securities, subject to certain limitations.
No Voting Rights.
Holders of shares of Series A Preferred Stock do not have any voting rights, including the right to elect any
directors, and
their consent is not be required for taking any corporation action, except for any voting rights (including with respect to corporate actions) required by the General Corporation Law of the State of
Delaware ("DGCL") or our certificate of incorporation.
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No Preemptive Rights.
No shares of Series A Preferred Stock have any rights of preemption whatsoever as to any of our securities.
Rank.
Our Series A Preferred Stock, with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of
us, ranks:
(i) on parity with each class or series of equity securities of ours the terms of which will expressly provide that such class or series will rank on parity with the Series A Preferred
Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of us, (ii) senior to the common stock and each other class or series of capital stock outstanding or
established, the terms of which do not expressly provide that it ranks senior to or on parity with the Series A Preferred Stock as to dividend rights or as to rights upon the liquidation,
winding-up or dissolution of us, and (iii) junior to each other class or series of capital stock outstanding or established, the terms of which expressly provide that it ranks senior to the
Series A Preferred Stock as to dividend rights or as to rights upon the liquidation, winding-up or dissolution of us.
Other Rights.
The shares of Series A Preferred Stock do not have any rights, preferences, privileges or voting powers or relative,
participating, optional or other special rights other than as set forth in our certificate of incorporation (including the Certificate of Designation for the Series A Preferred Stock) or as
provided by applicable law.
Our Certificate of Incorporation and Our Bylaws
Among other things, our certificate of incorporation and bylaws:
-
-
provide advance notice procedures with regard to stockholder nominations of candidates for election as directors or other stockholder proposals
to be brought before meetings of our stockholders, which may preclude stockholders from bringing certain matters before our stockholders at an annual or special meeting;
-
-
provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the
action is to be taken;
-
-
provide that, generally, to be timely, notice must be delivered to our corporate secretary at our principal executive offices not earlier than
the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting (unless the date of
the annual meeting is more than 30 days before or more than 60 days after such anniversary date, in which case such notice must be delivered no earlier than the close of business on the
120th day prior to such annual meeting or later than the close of business on the later of the 90th day prior to such annual meeting or, if the first public announcement of the date of
such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day after the first public disclosure of the date of such meeting by us);
-
-
provide our board of directors the ability to authorize issuance of preferred stock in one or more series, which makes it possible for our
board of directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us and which may
have the effect of deterring hostile takeovers or delaying changes in control or management of us;
-
-
provide that the authorized number of directors may be changed only by resolution of our board of directors;
-
-
provide that, subject to the rights of holders of any series of preferred stock to elect directors or fill vacancies in respect of such
directors as specified in the related preferred stock designation and the terms of the Stockholders' Agreement, dated as of October 9, 2018, by and among us and certain of our stockholders,
including Antero Resources (as it may be amended from time to time, the "Stockholders' Agreement"), all vacancies, including newly created directorships be
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filled
by the affirmative vote of holders of a majority of directors then in office, even if less than a quorum, or by the sole remaining director, and will not be filled by our stockholders;
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-
provide that, subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, if any,
and the terms of the Stockholders' Agreement, any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not
be effected by any consent in writing in lieu of a meeting of such stockholders;
-
-
provide that, subject to the rights of the holders of shares of any series of preferred stock, if any, to remove directors elected by such
series of preferred stock pursuant to our certificate of incorporation (including any preferred stock designation thereunder) and the terms of the Stockholders' Agreement, directors may be removed
from office at any time, only for cause and by the holders of a majority of the voting power of all outstanding voting shares entitled to vote generally in the election of directors;
-
-
provide that special meetings of our stockholders may only be called by the Chief Executive Officer, the Chairman of our board of directors or
our board of directors pursuant to a resolution adopted by a majority of the total number of directors that we would have if there were no vacancies;
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-
provide that (i) the Sponsor Holders and their affiliates are permitted to participate (directly or indirectly) in venture capital and
other direct investments in corporations, joint ventures, limited liability companies and other entities conducting business of any kind, nature or description, (ii) the Sponsor Holders and
their affiliates are permitted to have interests in, participate with, aid and maintain seats on the boards of directors or similar governing bodies of any such investments, in each case that may, are
or will be competitive with the business of us and our subsidiaries or in the same or similar lines of business as us and our subsidiaries, or that could be suitable for us or our subsidiaries and
(iii) we have, subject to limited exceptions, renounced, to the fullest extent permitted by law, any interest or expectancy in, or in being offered an opportunity to participate in, such
corporate opportunities;
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-
provide that the provisions of our certificate of incorporation can only be amended or repealed by the affirmative vote of the holders of at
least 66
2
/
3
% in voting power of the outstanding shares of the common stock entitled to vote thereon, voting together as a single class; provided, however, that so long as the
Stockholders' Agreement remains in effect, no provision of our certificate of incorporation may be amended, altered or repealed in any manner that would be contrary to or inconsistent with the terms
of the Stockholders' Agreement, and no amendment to the Stockholders' Agreement (regardless of whether such amendment modifies any provision of the Stockholders' Agreement to which our certificate of
incorporation is subject) will be deemed an amendment of our certificate of incorporation; and
-
-
provide that our bylaws can be altered or repealed by (a) our board of directors or (b) our stockholders upon the affirmative
vote of holders of at least 66
2
/
3
% of the voting power of common stock outstanding and entitled to vote thereon, voting together as a single class. However, so long as the Stockholders'
Agreement remains in effect, our board of directors and our stockholders may not approve any amendment, alteration or repeal of any provision of our bylaws, or the adoption of any new bylaw, that
(a) would be contrary to or inconsistent with the terms of the Stockholders' Agreement or (b) amends, alters or repeals certain portions of our certificate of incorporation; provided,
however, that so long as the Stockholders' Agreement remains in effect, the parties to the Stockholders' Agreement may amend any provision of the Stockholders' Agreement, and no amendment to the
Stockholders' Agreement (regardless of whether such amendment modifies any provision of the Stockholders' Agreement to which the
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Delaware Anti-Takeover Law
Section 203 of the DGCL provides that, subject to exceptions specified therein, a Delaware corporation may not engage in any "business
combination," including, among other things, certain mergers or consolidations with an "interested stockholder" for a three-year period following the time that such stockholder becomes an interested
stockholder, unless:
-
-
prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;
-
-
upon consummation of the transaction that resulted in the stockholder becoming an "interested stockholder," the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or
-
-
on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or
special meeting of stockholders, and not by written consent, by the affirmative vote of holders of at least 66
2
/
3
% of the outstanding voting stock not owned by the interested
stockholder.
Except
as otherwise specified in Section 203, an "interested stockholder" is defined to include:
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-
any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
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-
the affiliates and associates of any such person.
Under
some circumstances, Section 203 makes it more difficult for a person who is an interested stockholder to effect various business combinations for a three-year period.
Section 203
of the DGCL permits a Delaware corporation to elect not to be governed by the provisions of Section 203. Pursuant to the our certificate of incorporation, we
have expressly elected not to be governed by the provisions of Section 203 of the DGCL.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock and Series A Preferred Stock is American Stock Transfer & Trust
Company, LLC.
Listing
Our common stock is listed on the NYSE under the symbol "AM." The Series A Preferred Stock is not listed on any securities exchange.
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DESCRIPTION OF DEBT SECURITIES
General
We may issue debt securities in one or more series. When used in this "Description of Debt Securities" section, unless we state otherwise or the
context clearly indicates otherwise, references to the "Company," "we," "us," and "our" refer to Antero Midstream Corporation and not any of its subsidiaries. We may issue senior or subordinated debt
securities. Neither the senior debt securities nor the subordinated debt securities will be secured by any of our property or assets. Thus, by owning a debt security, you are one of our unsecured
creditors.
The
senior debt securities will constitute part of our senior debt, will be issued under a senior debt indenture described below and will rank equally with all of our other unsecured and
unsubordinated debt. The subordinated debt securities will constitute part of our subordinated debt, will be issued under a subordinated debt indenture described below and will be subordinate in right
of payment to all of our "senior debt," as defined in the indenture with respect to such subordinated debt securities. The prospectus supplement for any series of subordinated debt securities or the
information incorporated in this prospectus by reference will indicate the approximate amount of senior debt outstanding as of the end of the then most recent fiscal quarter. Neither indenture will
limit our ability to incur additional senior debt or other indebtedness.
When
we refer to "debt securities" in this prospectus, we mean both the senior debt securities and the subordinated debt securities. When we refer to a "debt security" in this
prospectus, we mean either a senior debt security or a subordinated debt security.
The
debt indentures and their associated documents, including your debt security, will contain the full legal text of the matters described in this section and your prospectus
supplement. We have filed forms of the indentures with the SEC as exhibits to our registration statement, of which this prospectus is a part. See "Where You Can Find More Information" in this
prospectus for information on how to obtain copies of them.
This
section and your prospectus supplement summarize material terms of the indentures and your debt security. They do not, however, describe every aspect of the indentures and your debt
security. For example, in this section and your prospectus supplement, we use terms that have been given special meaning in the indentures, but we do not describe the meaning of all the terms that may
be important to you. Your prospectus supplement will have a more detailed description of the specific terms of your debt security.
Indentures
The senior debt securities and subordinated debt securities will each be governed by a document called an indenture. Each indenture is a
contract between us and Wells Fargo Bank, National Association, a national banking association, as trustee. The indentures are substantially identical, except for certain provisions including those
relating to subordination, which are included only in the indenture related to subordinated debt securities.
The
trustee under each indenture has two main roles:
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-
First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your
behalf, which we describe later under "Default, Remedies and Waiver of Default."
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-
Second, the trustee performs administrative duties for us, such as sending you interest payments and notices.
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When
we refer to the "indenture" or the "trustee" with respect to any debt securities, we mean the indenture under which those debt securities are issued and the trustee under that
indenture.
Series of Debt Securities
We may issue as many distinct debt securities or series of debt securities under either indenture as we wish. This section summarizes terms of
the securities that apply generally to all debt securities and series of debt securities. The provisions of each indenture allow us not only to issue debt securities with terms different from those of
debt securities previously issued under that indenture, but also to "reopen" a previously issued series of debt securities and issue additional debt securities of that series. We will describe most of
the financial and other specific terms of your debt security, whether it is a series of the senior debt securities or the subordinated debt securities, in your prospectus supplement. Those terms may
vary from the terms described here.
As
you read this section, please remember that the specific terms of your debt security as described in your prospectus supplement will supplement and, if applicable, modify or replace
the general terms described in this section. If there are any differences between your prospectus supplement and this prospectus with respect to your debt security, your prospectus supplement will
control. Thus, the statements we make in this section may not apply to your debt security.
When
we refer to a "series of debt securities," we mean a series of debt securities issued under the applicable indenture. When we refer to "your debt security," we mean the series of
debt securities you purchase. When we refer to "your prospectus supplement," we mean the prospectus supplement describing the specific terms of your debt security. The terms used in your prospectus
supplement will have the meanings described in this prospectus, unless otherwise specified.
Amounts of Issuances
Neither indenture will limit the aggregate amount of debt securities that we may issue or the number of series or the aggregate amount of any
particular series. We may issue debt securities and other securities at any time without your consent and without notifying you. The indentures and the debt securities will not limit our ability to
incur other indebtedness or to issue other securities other than as specified in your debt security, as applicable. Also, unless otherwise specified below or in your prospectus supplement, we are not
subject to financial or similar restrictions by the terms of the debt securities.
Principal Amount, Stated Maturity and Maturity
Unless otherwise stated, the principal amount of a debt security means the principal amount payable at its stated maturity, unless that amount
is not determinable, in which case the principal amount of a debt security is its face amount. The term "stated maturity" with respect to any debt security means the day on which the principal amount
of your debt security is scheduled to become due. The principal may become due sooner, by reason of redemption, acceleration after a default or otherwise in accordance with the terms of the debt
security. The day on which the principal actually becomes due, whether at the stated maturity or earlier, is called the "maturity" of the principal. We also use the terms "stated maturity" and
"maturity" to refer to the days when other payments become due. For example, we may refer to a regular interest payment date when an installment of interest is scheduled to become due as the "stated
maturity" of that installment. When we refer to the "stated maturity" or the "maturity" of a debt security without specifying a particular payment, we mean the stated maturity or maturity, as the case
may be, of the principal.
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Specific Terms of Debt Securities
Your prospectus supplement will describe the specific terms of your debt security, which will include some or all of the
following:
-
-
the title of the series of your debt security and whether it is a senior debt security or a subordinated debt security;
-
-
any limit on the total principal amount of the debt securities of the same series;
-
-
the stated maturity;
-
-
the currency or currencies for payment of principal and interest, if not U.S. dollars;
-
-
the price at which we originally issue your debt security, expressed as a percentage of the principal amount, and the original issue date;
-
-
whether your debt security is a fixed-rate debt security, a floating rate debt security or an indexed debt security;
-
-
if your debt security is a fixed-rate debt security, the yearly rate at which your debt security will bear interest, if any, and the interest
payment dates;
-
-
if your debt security is a floating-rate debt security, the interest rate basis; any applicable index currency or index maturity, spread or
spread multiplier or initial base rate, maximum rate or minimum rate; the interest reset, determination, calculation and payment dates; the day count convention used to calculate interest payments for
any period; the business day convention; and the calculation agent;
-
-
if your debt security is an indexed debt security, the principal amount, if any, we will pay you at maturity, interest payment dates, the
amount of interest, if any, we will pay you on an interest payment date or the formula we will use to calculate these amounts, if any, and the terms on which your debt security will be exchangeable
for or payable in cash, securities or other property;
-
-
if your debt security may be converted into or exercised or exchanged for common or preferred stock or other securities of the Company or debt
or equity securities of one or more third parties, the terms on which conversion, exercise or exchange may occur, including whether conversion, exercise or exchange is mandatory, at the option of the
holder or at our option, the period during which conversion, exercise or exchange may occur, the initial conversion, exercise or exchange price or rate and the circumstances or manner in which the
amount of common or preferred stock or other securities issuable upon conversion, exercise or exchange may be adjusted;
-
-
if your debt security is also an original issue discount debt security, the yield to maturity;
-
-
if applicable, the circumstances under which your debt security may be redeemed at our option or repaid at the holder's option before the
stated maturity, including any redemption commencement date, repayment date(s), redemption price(s) and redemption period(s);
-
-
the authorized denominations, if other than $1,000 and multiples of $1,000;
-
-
the depositary for your debt security, if other than The Depository Trust Company ("DTC"), and any circumstances under which the holder may
request securities in non-global form, if we choose not to issue your debt security in book-entry form only;
-
-
if applicable, the circumstances under which we will pay additional amounts on any debt securities held by a person who is not a United States
person for tax purposes and under which we can redeem the debt securities if we have to pay additional amounts;
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-
-
the names and duties of any co-trustees, depositaries, authenticating agents, paying agents, transfer agents or registrars for your debt
security, as applicable; and
-
-
any other terms of your debt security, which could be different from those described in this prospectus.
Governing Law
The indentures and the debt securities will be governed by New York law.
Form of Debt Securities
We will issue each debt security only in registered form, without coupons, unless we specify otherwise in the applicable prospectus supplement.
In addition, we will issue each debt security in globali.e., book-entryform only, unless we specify otherwise in the applicable prospectus supplement. Debt securities
in book-entry form will be represented by a global security registered in the name of a depositary, which will be the holder of all the debt securities represented by the global security. Those who
own beneficial interests in a global debt security will do so through participants in the depositary's securities clearance system, and the rights of these indirect owners will be governed solely by
the applicable procedures of the depositary and its participants. References to "holders" in this section mean those who own debt securities registered in their own names, on the books that we or the
trustee maintain for this purpose, and not those who own beneficial interests in debt securities registered in street name or in debt securities issued in book-entry form through one or more
depositaries.
Unless
otherwise indicated in the prospectus supplement, the following is a summary of the depositary arrangements applicable to debt securities issued in global form and for which DTC
acts as depositary.
Each
global debt security will be deposited with, or on behalf of, DTC, as depositary, or its nominee, and registered in the name of a nominee of DTC. Except under the limited
circumstances described below, global debt securities are not exchangeable for definitive certificated debt securities.
Ownership
of beneficial interests in a global debt security is limited to institutions that have accounts with DTC or its nominee, or persons that may hold interests through those
participants. In addition, ownership of beneficial interests by participants in a global debt security will be evidenced only by, and the transfer of that ownership interest will be effected only
through, records maintained by DTC or its nominee for a global debt security. Ownership of beneficial interests in a global debt security by persons that hold those interests through participants will
be evidenced only by, and the transfer of that ownership interest within that participant will be effected only through, records maintained by that participant. DTC has no knowledge of the actual
beneficial owners of the debt securities. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the participants through which the beneficial owners entered the transaction. The laws of some
jurisdictions require that certain purchasers of securities take physical delivery of securities they purchase in definitive form. These laws may impair your ability to transfer beneficial interests
in a global debt security.
We
will make payment of principal of, and interest on, debt securities represented by a global debt security registered in the name of or held by DTC or its nominee to DTC or its
nominee, as the case may be, as the registered owner and holder of the global debt security representing those debt securities. DTC has advised us that upon receipt of any payment of principal of, or
interest on, a global debt security, DTC immediately will credit accounts of participants on its book-entry registration and transfer system with payments in amounts proportionate to their respective
interests in the principal
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amount
of that global debt security, as shown in the records of DTC. Payments by participants to owners of beneficial interests in a global debt security held through those participants will be
governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the sole
responsibility of those participants, subject to any statutory or regulatory requirements that may be in effect from time to time.
Neither
we, any trustee nor any of our respective agents will be responsible for any aspect of the records of DTC, any nominee or any participant relating to, or payments made on account
of, beneficial interests in a permanent global debt security or for maintaining, supervising or reviewing any of the records of DTC, any nominee or any participant relating to such beneficial
interests.
A
global debt security is exchangeable for definitive certificated debt securities registered in the name of, and a transfer of a global debt security may be registered to, any person
other than DTC or its nominee, only if:
-
-
DTC notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security or has ceased to be a
registered clearing agency and we do not appoint another institution to act as depositary within 60 days; or
-
-
we notify the trustee that we wish to terminate that global security.
Any
global debt security that is exchangeable pursuant to the preceding paragraph will be exchangeable in whole for definitive certificated debt securities in registered form, of like
tenor and of an equal aggregate principal amount as the global debt security, in denominations specified in the applicable prospectus supplement, if other than $1,000 and multiples of $1,000. The
definitive debt securities will be registered by the registrar in the name or names instructed by DTC. We expect that these instructions may be based upon directions received by DTC from its
participants with respect to ownership of beneficial interests in the global debt security.
Except
as provided above or in your prospectus supplement, owners of the beneficial interests in a global debt security will not be entitled to receive physical delivery of debt
securities in definitive certificated form and will not be considered the holders of debt securities for any purpose under the indentures. Except as provided above, no global debt security shall be
exchangeable except for another global debt security of like denomination and tenor to be registered in the name of DTC or its nominee. Accordingly, each person owning a beneficial interest in a
global debt security must rely on the procedures of DTC and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise any
rights of a holder under the global debt security or the indentures.
We
understand that, under existing industry practices, in the event that we request any action of holders, or an owner of a beneficial interest in a global debt security desires to give
or take any action that a holder is entitled to give or take under the debt securities or the indentures, DTC would authorize the participants holding the relevant beneficial interests to give or take
that action. Additionally, those participants would authorize beneficial owners owning through those participants to give or take that action or would otherwise act upon the instructions of beneficial
owners owning through them.
DTC
has advised us that it is a limited-purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under the Exchange Act. DTC was created
to hold securities of its participants and to facilitate the clearance and settlement of transactions among its participants in securities through electronic book-entry changes in accounts of the
participants. By doing so, DTC eliminates the need for physical movement of securities certificates.
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DTC's
participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository
Trust & Clearing Corporation (DTCC); DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies; and DTCC is owned by the users of its regulated subsidiaries. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
Investors
may hold interests in the debt securities outside the U.S. through the Euroclear System ("Euroclear") or Clearstream Banking ("Clearstream") if they are participants in those
systems, or indirectly through organizations which are participants in those systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers' securities
accounts in Euroclear's and Clearstream's names on the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on
the books of DTC. All securities in Euroclear or Clearstream are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.
The
following is based on information furnished by Euroclear or Clearstream, as the case may be.
Euroclear
has advised us that:
-
-
It was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants
through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities
and cash;
-
-
Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several
countries;
-
-
Euroclear is operated by Euroclear Bank SA/NV, as operator of the Euroclear System (the "Euroclear Operator"), under contract with
Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative");
-
-
The Euroclear Operator conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with
the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries and may include underwriters of debt securities offered by this prospectus;
-
-
Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear
participant, either directly or indirectly;
-
-
Securities clearance accounts and cash accounts with Euroclear SA/NV are governed by the Terms and Conditions Governing Use of
Euroclear, the related Operating Procedures of Euroclear, and applicable Belgian law (collectively, the "Terms and Conditions");
-
-
The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts. Euroclear SA/NV acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or
relationship with persons holding through Euroclear participants; and
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-
-
Distributions with respect to debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear
participants in accordance with the Terms and Conditions, to the extent received by the U.S. depositary for Euroclear.
Clearstream
has advised us that:
-
-
It is incorporated under the laws of Luxembourg as a professional depositary and holds securities for its participating organizations and
facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating
the need for physical movement of certificates;
-
-
Clearstream provides to Clearstream participants, among other things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries;
-
-
As a professional depositary, Clearstream is subject to regulation by the Luxembourg Monetary Institute;
-
-
Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations and may include underwriters of debt securities offered by this prospectus;
-
-
Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain
a custodial relationship with a Clearstream participant either directly or indirectly; and
-
-
Distributions with respect to the debt securities held beneficially through Clearstream will be credited to cash accounts of Clearstream
participants in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.
We
have provided the descriptions herein of the operations and procedures of DTC, Euroclear and Clearstream solely as a matter of convenience. These operations and procedures are solely
within the control of DTC, Euroclear and Clearstream and are subject to change by them from time to time. We believe that the sources from which the information in this section and elsewhere in this
prospectus concerning DTC, Euroclear, Euroclear SA/NV, Euroclear Clearance Systems S.C., Euroclear's system, Clearstream and Clearstream's system has been obtained are reliable, but neither we,
any underwriters nor the trustee takes any responsibility for the accuracy of the information.
Initial
settlement for the securities will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with
DTC's rules and will be settled in immediately available funds. Secondary market trading between Euroclear participants and/or Clearstream participants will occur in the ordinary way in accordance
with the applicable rules and operating procedures of Euroclear and Clearstream, as applicable, and will be settled using the procedures applicable to conventional eurobonds in immediately available
funds.
Cross-market
transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Euroclear participants or Clearstream participants,
on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. depositary; however, such cross-market transactions will
require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to
effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance
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with
normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to their respective U.S. depositaries.
Because
of time-zone differences, credits of securities received in Euroclear or Clearstream as a result of a transaction with a DTC participant will be made during subsequent securities
settlement processing and dated the business day following the DTC settlement date. Credits or any transactions in securities settled during this processing will be reported to the relevant Euroclear
or Clearstream participants on that following business day. Cash received in Euroclear or Clearstream as a result of sales of debt securities by or through a Euroclear participant or a Clearstream
participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day
following settlement in DTC.
Although
DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of securities among participants of DTC, Euroclear and Clearstream, they are under
no obligation to perform or continue to perform these procedures and these procedures may be discontinued at any time.
Redemption or Repayment
If there are any provisions regarding redemption or repayment applicable to your debt security, we will describe them in your prospectus
supplement. We or our affiliates may purchase debt securities from investors who are willing to sell from time to time, either in the open market at prevailing prices or in private transactions at
negotiated prices. Debt securities that we or they purchase may, at our discretion, be held, resold or canceled.
Mergers and Similar Transactions
We are generally permitted under the indentures to merge or consolidate with another corporation or other entity. We are also permitted under
the indentures to sell all or substantially all of our assets to another corporation or other entity. With regard to any series of debt securities and other than as set forth in your prospectus
supplement, however, we may not take any of these actions unless all the following conditions, among other things, are met:
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-
If the successor entity in the transaction is not the Company, the successor entity must be organized as a corporation, limited liability
company, partnership or trust and must expressly assume our obligations under the debt securities of that series and the indenture with respect to that series. The successor entity may be organized
under the laws of any jurisdiction, whether in the United States or elsewhere.
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-
Immediately after the transaction, no default under the debt securities of that series has occurred and is continuing. For this purpose,
"default under the debt securities of that series" means an event of default with respect to that series or any event that would be an event of default with respect to that series if the requirements
for giving us default notice and for our default having to continue for a specific period of time were disregarded. We describe these matters below under "Default, Remedies and Waiver of
Default."
If
the conditions described above are satisfied with respect to the debt securities of any series, we will not need to obtain the approval of the holders of those debt securities in
order to merge or consolidate or to sell all or substantially all our assets. Also, these conditions will apply only if we wish to merge or consolidate with another entity or sell all or substantially
all of our assets to another entity. We will not need to satisfy these conditions if we enter into other types of transactions, including any transaction in which we acquire the stock or assets of
another entity, any transaction that involves a change of control of the Company but in which we do not merge or consolidate and any transaction in which we sell less than substantially all our
assets.
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The
successor entity will be substituted for the Company with respect to the debt securities of any series and under the indenture with the same effect as if it had been an original
party to the indenture, and, except in the case of a lease, the Company will be relieved from any further obligations and covenants under the indenture.
Subordination Provisions
Holders of subordinated debt securities should recognize that contractual provisions in the subordinated debt indenture may prohibit us from
making payments on those securities. Subordinated debt securities are subordinate and junior in right of payment, to the extent and in the manner stated in the subordinated debt indenture, to all of
our senior debt, as defined in the subordinated debt indenture, including all debt securities we have issued and will issue under the senior debt indenture.
The
subordinated debt indenture will define "senior debt" as:
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-
our indebtedness under or in respect of our senior secured revolving credit facility, whether for principal, interest (including interest
accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not the claim for such interest is allowed as a claim in such proceeding), reimbursement
obligations, fees, commissions, expenses, indemnities or other amounts; and
-
-
any other indebtedness permitted under the terms of that indenture, unless the instrument under which such indebtedness is incurred expressly
provides that it is on a parity with or subordinated in right of payment to the subordinated debt securities.
Notwithstanding
the foregoing, "senior debt" will not include: (i) equity interests; (ii) any liability for taxes; (iii) any indebtedness to any of our subsidiaries
or affiliates; (iv) any trade payables; or (v) any indebtedness incurred in violation of the subordinated debt indenture.
We
may modify the subordination provisions, including the definition of senior debt, with respect to one or more series of subordinated debt securities. Such modifications will be set
forth in the applicable prospectus supplement.
The
subordinated debt indenture provides that, unless all principal of and any premium or interest on the senior debt has been paid in full, no payment or other distribution may be made
in respect of any subordinated debt securities in the following circumstances:
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in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors or other
similar proceedings or events involving us or our assets;
-
-
(i) in the event and during the continuation of any default in the payment of principal of, and any premium and interest on, any senior debt
beyond any applicable grace period or (ii) in the event that any event of default with respect to any senior debt has occurred and is continuing, permitting the holders of that senior debt (or
a trustee) to accelerate the maturity of that senior debt, whether or not the maturity is in fact accelerated (unless, in the case of (i) or (ii), the payment default or event of default has
been cured or waived or ceased to exist and any related acceleration has been rescinded) or (iii) in the event that any judicial proceeding is pending with respect to a payment default or event
of default described in (i) or (ii); or
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-
in the event that any subordinated debt securities have been declared due and payable before their stated maturity.
If
the trustee under the subordinated debt indenture or any holders of the subordinated debt securities receive any payment or distribution that is prohibited under the subordination
provisions, then the trustee or the holders will have to repay that money to the holders of the senior debt.
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Even
if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that
series if we do not make the payment when due. This means that the trustee under the subordinated debt indenture and the holders of that series can take action against us, but they will not receive
any money until the claims of the holders of senior debt have been fully satisfied.
The
subordinated debt indenture allows the holders of senior debt to obtain a court order requiring us and any holder of subordinated debt securities to comply with the subordination
provisions.
Defeasance, Covenant Defeasance and Satisfaction and Discharge
When we use the term defeasance, we mean discharge from some or all of our obligations under the applicable indenture. If we deposit with the
trustee funds or government
securities, or if so provided in your prospectus supplement, obligations other than government securities, sufficient to make payments on any series of debt securities on the dates those payments are
due and payable and other specified conditions are satisfied, then, at our option, either of the following will occur:
-
-
we will be discharged from our obligations with respect to the debt securities of such series ("legal defeasance"); or
-
-
we will be discharged from any covenants we make in the applicable indenture for the benefit of such series and the related events of default
will no longer apply to us ("covenant defeasance").
If
we defease any series of debt securities, the holders of such securities will not be entitled to the benefits of the applicable indenture, except for our obligations to register the
transfer or exchange of such securities, replace stolen, lost or mutilated securities or maintain paying agencies and hold moneys for payment in trust. In case of covenant defeasance, our obligation
to pay principal of, and any premium and interest on, the applicable series of debt securities will also survive.
We
will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the applicable series of debt securities to
recognize gain or loss for federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the United States Internal Revenue Service or a change in
law to that effect.
In
addition, we may satisfy and discharge all our obligations under the indenture with respect to debt securities of any series, other than our obligation to register the transfer of and
exchange debt securities of that series, provided that we either:
-
-
deliver all outstanding debt securities of that series to the trustee for cancellation; or
-
-
all such debt securities not so delivered for cancellation have either become due and payable or will become due and payable at their stated
maturity within one year or are to be called for redemption within one year, and in the case of this bullet point, we have deposited with the trustee in trust an amount of cash sufficient to pay the
entire indebtedness of such debt securities, including interest to the stated maturity or applicable redemption date.
No Personal Liability
No past, present or future director, officer, employee, incorporator, member, manager, partner (whether general or limited), or stockholder of
the Company, as such, will have any liability for any obligations of us under the debt securities or the indentures or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each holder of debt securities by accepting a debt security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the debt securities.
The waiver may not be effective to waive liabilities under the federal securities laws.
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Default, Remedies and Waiver of Default
You will have special rights if an event of default with respect to your debt security occurs and is continuing, as described in this
subsection.
Events of Default
Unless your prospectus supplement says otherwise, when we refer to an event of default with respect to any series of debt securities, we mean
any of the following:
-
-
we do not pay the principal of and any premium on any debt security of that series on the due date;
-
-
we do not pay interest on any debt security of that series within 30 days after the due date;
-
-
we do not deposit a sinking fund payment with regard to any debt security of that series within 60 days after the due date, but only if
the payment is required under provisions described in the applicable prospectus supplement;
-
-
we remain in breach of our covenants regarding mergers or sales of substantially all of our assets or any other covenant we make in the
indenture for the benefit of the relevant series, for 90 days after we receive a notice of default stating that we are in breach and requiring us to remedy the breach, which notice must be sent
by the trustee or the holders of at least 25% in principal amount of the relevant series of debt securities;
-
-
we file for bankruptcy or other events of bankruptcy, insolvency or reorganization relating to the Company occur; or
-
-
if the applicable prospectus supplement states that any additional event of default applies to the series, that event of default occurs.
We
may change, eliminate, or add to the events of default with respect to any particular series or any particular debt security or debt securities within a series, as indicated in the
applicable prospectus supplement.
Remedies if an Event of Default Occurs
If you are the holder of a subordinated debt security, all the remedies available upon the occurrence of an event of default under the
subordinated debt indenture will be subject to the restrictions on the subordinated debt securities described above under "Subordination Provisions."
Except
as otherwise specified in the applicable prospectus supplement, if an event of default has occurred with respect to any series of debt securities and has not been cured or waived,
the trustee or the holders of not less than 25% in principal amount of all debt securities of that series then outstanding may declare the entire principal amount of the debt securities of that series
to be due immediately. Except as otherwise specified in the applicable prospectus supplement, if the event of default occurs because of events in bankruptcy, insolvency or reorganization relating to
the Company, the entire principal amount of the debt securities of that series will be automatically accelerated, without any action by the trustee or any holder.
Each
of the situations described above is called an acceleration of the stated maturity of the affected series of debt securities. Except as otherwise specified in the applicable
prospectus supplement, if the stated maturity of any series is accelerated and a judgment for payment has not yet been obtained, the holders of a majority in principal amount of the debt securities of
that series may cancel the acceleration for the entire series.
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If
an event of default occurs, the trustee will have special duties. In that situation, the trustee will be obligated to use those of its rights and powers under the relevant indenture,
and to use the same
degree of care and skill in doing so, that a prudent person would use in that situation in conducting his or her own affairs.
Except
as described in the prior paragraph, the trustee is not required to take any action under the relevant indenture at the request of any holders unless the holders offer the trustee
protection satisfactory to the Trustee from expenses and liability. This is called an indemnity. If the trustee is provided with an indemnity satisfactory to it, the holders of a majority in principal
amount of all debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee with
respect to that series. These majority holders may also direct the trustee in performing any other action under the relevant indenture with respect to the debt securities of that series.
Before
you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to any debt security,
all of the following must occur:
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-
the holder of your debt security must give the trustee written notice that an event of default has occurred with respect to the debt securities
of your series, and the event of default must not have been cured or waived;
-
-
the holders of not less than 25% in principal amount of all debt securities of your series must make a written request that the trustee take
action because of the default, and they or other holders must offer to the trustee indemnity satisfactory to the trustee against the cost and other liabilities of taking that action;
-
-
the trustee must not have taken action for 60 days after the above steps have been taken; and
-
-
during those 60 days, the holders of a majority in principal amount of the debt securities of your series must not have given the
trustee directions that are inconsistent with the written request of the holders of not less than 25% in principal amount of the debt securities of your series.
You
are entitled at any time, however, to bring a lawsuit for the payment of money due on your debt security on or after its stated maturity (or, if your debt security is redeemable, on
or after its redemption date).
Book-entry
and other indirect owners should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or
cancel an acceleration of the maturity.
Waiver of Default
The holders of not less than a majority in principal amount of the debt securities of any series may waive a default for all debt securities of
that series. If this happens, the default will be treated as if it has not occurred. No one can waive a payment default on any debt security, however, without the approval of the particular holder of
that debt security.
Annual Information about Defaults to the Trustee
We will furnish each trustee every year a written statement of two of our officers certifying that to their knowledge we are in compliance with
the applicable indenture and the debt securities issued under it, or else specifying any default under the applicable indenture.
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Modifications and Waivers
There are four types of changes we can make to either indenture and the debt securities or series of debt securities issued under that
indenture.
Changes Requiring Each Holder's Approval
First, there are changes that cannot be made without the approval of each holder of a debt security affected by the change under the applicable
indenture, including, among others:
-
-
changing the stated maturity for any principal or interest payment on such debt security;
-
-
reducing the principal amount, the amount payable on acceleration of the maturity after a default, the interest rate or the redemption price
for such debt security;
-
-
permitting redemption of such debt security if not previously permitted;
-
-
impairing any right such holder may have to require purchase of its debt security;
-
-
if such debt security constitutes a convertible debt security, impairing any right that a holder may have to convert such debt security;
-
-
changing the currency of any payment on such debt security;
-
-
changing the place of payment on such debt security;
-
-
impairing such holder's right to sue for payment of any amount due on its debt security;
-
-
reducing the percentage in principal amount of the debt securities of any one or more affected series, taken separately or together, as
applicable, and whether comprising the same or different series or less than all of the debt securities of a series, the approval of whose holders is needed to change the indenture or those debt
securities or waive our compliance with the applicable indenture or to waive defaults; and
-
-
changing the provisions of the applicable indenture dealing with modification and waiver in any other respect, except to increase any required
percentage referred to above or to add to the provisions that cannot be changed or waived without approval of the holder of each affected debt security.
Changes Not Requiring Approval
The second type of change does not require any approval by holders of the debt securities affected. These changes are limited to clarifications
and changes that would not adversely affect any debt securities of any series in any material respect. Nor do we need any approval to make changes that affect only debt securities to be issued under
the applicable indenture after the changes take effect. We may also make changes or obtain waivers that do not adversely affect a particular debt security, even if they affect other debt securities.
In those cases, we do not need to obtain the approval of the holder of the unaffected debt security; we need only obtain any required approvals from the holders of the affected debt securities. We may
also make changes to conform the text of the applicable indenture or any debt securities to any provision of the "Description of Debt Securities "in this prospectus or the comparable section in your
prospectus supplement, to the extent such provision was intended to be a verbatim recitation of a provision of such indenture or debt securities.
Modification of Subordination Provisions
We may not amend the indenture related to subordinated debt securities to alter the subordination of any outstanding subordinated debt
securities without the written consent of each holder of senior debt then outstanding who would be adversely affected (or the group or representative thereof
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authorized
or required to consent thereto pursuant to the instrument creating or evidencing, or pursuant to which there is outstanding, such senior debt). In addition, we may not modify the
subordination provisions of the indenture related to subordinated debt securities in a manner that would adversely affect the subordinated debt securities of any one or more series then outstanding in
any material respect, without the consent of the holders of a majority in aggregate principal amount of all affected series then outstanding, voting together as one class (and also of any affected
series that by its terms is entitled to vote separately as a series, as described below).
Changes Requiring Majority Approval
Any other change to a particular indenture and the debt securities issued under that indenture would require the following
approval:
-
-
If the change affects only particular debt securities within a series issued under the applicable indenture, it must be approved by the holders
of a majority in principal amount of such particular debt securities; or
-
-
If the change affects debt securities of more than one series issued under the applicable indenture, it must be approved by the holders of a
majority in principal amount of all debt securities of all such series affected by the change, with all such affected debt securities voting together as one class for this purpose and such affected
debt securities of any series potentially comprising fewer than all debt securities of such series,
in
each case, except as may otherwise be provided pursuant to such indenture for all or any particular debt securities of any series. This means that modification of terms with respect to certain
securities of a series could be effectuated without obtaining the consent of the holders of a majority in principal amount of other securities of such series that are not affected by such
modification.
The
same majority approval would be required for us to obtain a waiver of any of our covenants in either indenture. Our covenants include the promises we make about merging or selling
substantially all of our assets, which we describe above under "Mergers and Similar Transactions." If the holders approve a waiver of a covenant, we will not have to comply with it. The
holders, however, cannot approve a waiver of any provision in a particular debt security, or in the applicable indenture as it affects that debt security, that we cannot change without the approval of
the holder of that debt security as described above in "Changes Requiring Each Holder's Approval," unless that holder approves the waiver.
We
may issue particular debt securities or a particular series of debt securities, as applicable, that are entitled, by their terms, to separately approve matters (for example,
modification or waiver of provisions in the applicable indenture) that would also, or otherwise, require approval of holders of a majority in principal amount of all affected debt securities of all
affected series issued under such indenture voting together as a single class. Any such affected debt securities or series of debt securities
would be entitled to approve such matters (i) pursuant to such special rights by consent of holders of a majority in principal amount of such affected debt securities or series of debt
securities voting separately as a class and (ii) in addition, as described above, except as may otherwise be provided pursuant to the applicable indenture for such debt securities or series of
debt securities, by consent of holders of a majority in principal amount of such affected debt securities or series of debt securities and all other affected debt securities of all series issued under
such indenture voting together as one class for this purpose. We may issue series or debt securities of a series having these or other special voting rights without obtaining the consent of or giving
notice to holders of outstanding debt securities or series.
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Book-entry
and other indirect owners should consult their banks or brokers for information on how approval may be granted or denied if we seek to change an indenture or any debt
securities or request a waiver.
Special Rules for Action by Holders
Only holders of outstanding debt securities of the applicable series will be eligible to take any action under the applicable indenture, such as
giving a notice of default, declaring an acceleration, approving any change or waiver or giving the trustee an instruction with respect to debt securities of that series. Also, we will count only
outstanding debt securities in determining whether the various percentage requirements for taking action have been met. Any debt securities owned by us or any of our affiliates or surrendered for
cancellation or for payment or redemption, for which money has been set aside in trust, are not deemed to be outstanding. Any required approval or waiver must be given by written consent.
In
some situations, we may follow special rules in calculating the principal amount of debt securities that are to be treated as outstanding for the purposes described above. This may
happen, for example, if the principal amount is payable in a non-U.S. dollar currency, increases over time or is not to be fixed until maturity.
We
will generally be entitled to set any day as a record date for the purpose of determining the holders that are entitled to take action under either indenture. In certain limited
circumstances, only the trustee will be entitled to set a record date for action by holders. If we or the trustee sets a record date for an approval or other action to be taken by holders, that vote
or action may be taken only by
persons or entities who are holders on the record date and must be taken during the period that we specify for this purpose, or that the trustee specifies if it sets the record date. We or the
trustee, as applicable, may shorten or lengthen this period from time to time. This period, however, may not extend beyond the 180th day after the record date for the action. In addition,
record dates for any global debt security may be set in accordance with procedures established by the depositary from time to time. Accordingly, record dates for global debt securities may differ from
those for other debt securities.
Form, Exchange and Transfer
If any debt securities cease to be issued in registered global form, they will be issued:
-
-
only in fully registered form;
-
-
without interest coupons; and
-
-
unless we indicate otherwise in your prospectus supplement, in denominations of $1,000 and integral multiples of $1,000.
Holders
may exchange their debt securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal
amount is not changed. You may not exchange your debt securities for securities of a different series or having different terms, unless your prospectus supplement and the supplemental indenture with
respect to your debt securities provide for such exchange.
Holders
may exchange or transfer their debt securities at the office of the trustee. They may also replace lost, stolen, destroyed or mutilated debt securities at that office. We have
appointed the trustee to act as our agent for registering debt securities in the names of holders and transferring and replacing debt securities. We may appoint another entity to perform these
functions or perform them ourselves.
Holders
will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for any tax or other governmental charge associated
with the exchange
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or
transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with the holder's proof of legal ownership. The transfer agent may require an indemnity
before replacing any debt securities.
If
we have designated additional transfer agents for your debt security, they will be named in your prospectus supplement. We may appoint additional transfer agents or cancel the
appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.
If
the debt securities of any series are redeemable and we redeem less than all those debt securities, we may block the transfer or exchange of those debt securities during the period
beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to
register transfers of or exchange any debt security selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being
partially redeemed.
If
a debt security is issued as a global debt security, only DTC or other depositary will be entitled to transfer and exchange the debt security as described in this subsection because
the depositary will be the sole holder of the debt security.
The
rules for exchange described above apply to exchange of debt securities for other debt securities of the same series and kind. If a debt security is convertible, exercisable or
exchangeable into or for a different kind of security, such as one that we have not yet issued, or for other property, the rules governing that type of conversion, exercise or exchange will be
described in the applicable prospectus supplement.
Payments
We will pay interest, principal and other amounts payable with respect to the debt securities of any series to the holders of record of those
debt securities as of the record dates and otherwise in the manner specified below or in the prospectus supplement for that series.
We
will make payments on a global debt security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will pay directly to
the depositary, or its nominee, and not to any indirect owners who own beneficial interests in the global debt security. An indirect owner's right to receive those payments will be governed by the
rules and practices of the depositary and its participants.
We
will make payments on a debt security in non-global, registered form as follows. We will pay interest that is due on an interest payment date by check mailed on the interest payment
date to the holder at his or her address shown on the trustee's records as of the close of business on the regular record date. We will make all other payments by check at the paying agent described
below, against surrender of the debt security. All payments by check will be made in next-day fundsi.e., funds that become available on the day after the check is cashed.
Alternatively,
if a non-global debt security has a face amount of at least $1,000,000 and the holder asks us to do so, we will pay any amount that becomes due on the debt security by
wire transfer of immediately available funds to an account at a bank in New York City, on the due date. To request wire payment, the holder must give the paying agent appropriate wire transfer
instructions at least five business days before the requested wire payment is due. In the case of any interest payment due on an interest payment date, the instructions must be given by the person or
entity who is the holder on the relevant regular record date. In the case of any other payment, payment will be made only after the debt security is surrendered to the paying agent. Any wire
instructions, once properly given, will remain in effect unless and until new instructions are given in the manner described above.
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Book-entry
and other indirect owners should consult their banks or brokers for information on how they will receive payments on their debt securities.
Regardless
of who acts as paying agent, subject to applicable escheatment law, all money paid by us to a paying agent that remains unclaimed at the end of two years after the amount is
due to a holder will be repaid to us. After that two-year period, the holder may look only to us for payment and not to the trustee, any other paying agent or anyone else.
Paying Agents
We may appoint one or more financial institutions to act as our paying agents, at whose designated offices debt securities in non-global entry
form may be surrendered for payment at their maturity. We call each of those offices a paying agent. We may add, replace or terminate paying agents from time to time. We may also choose to act as our
own paying agent. We will specify in the prospectus supplement for your debt security the initial location of each paying agent for that debt security. We must notify the trustee of changes in the
paying agents.
Notices
Notices to be given to holders of a global debt security will be given only to the depositary, in accordance with its applicable policies as in
effect from time to time. Notices to be given to holders of debt securities not in global form will be sent by mail to the respective addresses of the holders as they appear in the trustee's records,
and will be deemed given when mailed. Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice
given to another holder.
Book-entry
and other indirect owners should consult their banks or brokers for information on how they will receive notices.
Our Relationship with the Trustee
The prospectus supplement for your debt security will describe any material relationships we may have with the trustee with respect to that debt
security.
The
same financial institution may initially serve as the trustee for our senior debt securities and subordinated debt securities. Consequently, if an actual or potential event of
default occurs with respect to any of these securities, the trustee may be considered to have a conflicting interest for purposes of the Trust Indenture Act of 1939. In that case, the trustee may be
required to resign under one or more of the indentures, and we would be required to appoint a successor trustee. For this purpose, a "potential" event of default means an event that would be an event
of default if the requirements for giving us default notice or for the default having to exist for a specific period of time were disregarded.
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DESCRIPTION OF DEPOSITARY SHARES
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we decide to offer fractional shares of
preferred stock, we will issue receipts for depositary shares. Each depositary share will represent a fraction of a share of a particular series of preferred stock. An accompanying prospectus
supplement will indicate that fraction. The shares of preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a depositary that is a bank or
trust company that meets certain requirements and is selected by us. Each owner of a depositary share will be entitled to all of the rights and preferences of the preferred stock represented by the
depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary receipts will be distributed to those persons purchasing the
fractional shares of preferred stock in accordance with the terms of the offering.
We
have summarized selected provisions of the depositary agreement and the depositary receipts. The form of the depositary agreement and the depositary receipts relating to any
particular issue of depositary shares will be filed with the SEC in connection with any offering of depositary shares, and you should read those documents for the full legal text of the matters
described in this section and in the prospectus supplement relating to the issue and for provisions that may be important to you. See "Where You Can Find More Information" above for information on how
to obtain copies of these documents.
The
particular terms of any issue of depositary shares will be described in the prospectus supplement relating to the issue. Those terms may vary from the terms described in this
section. As you read this section, please remember that the specific terms of your depositary shares as described in your prospectus supplement will supplement and, if applicable, may modify or
replace the general terms
described in this section. If there are any differences between your prospectus supplement and this prospectus, your prospectus supplement will control. Thus, the statements we make in this section
may not apply to your depositary shares.
Dividends and Other Distributions
If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the depositary will distribute such
dividends to the record holders of such depositary shares. If the distributions are in property other than cash, the depositary will distribute the property to the record holders of the depositary
shares. If, however, the depositary determines that it is not feasible to make the distribution of property, the depositary may, with our approval, sell such property and distribute the net proceeds
from such sale to the holders of the preferred stock.
Redemption of Depositary Shares
If we redeem a series of preferred stock represented by depositary shares, the depositary will redeem the depositary shares from the proceeds
received by the depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If
fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the depositary may determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the
depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the
same date as the record date for the preferred stock, may instruct the depositary as to how to vote the preferred stock represented by such holder's depositary shares. The
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depositary
will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action that
the depositary deems necessary in order to enable the depositary to do so. The depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions
from the holders of depositary shares representing such preferred stock.
Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement
between the depositary and us. Any amendment that materially and adversely alters the rights of the holders of depositary shares will not, however, be effective unless such amendment has been approved
by the holders of at least a majority of the depositary shares then outstanding. The depositary agreement may be terminated by the depositary or us only if (a) all outstanding depositary shares
have been redeemed or (b) there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution or winding up of our company and such
distribution has been distributed to the holders of depositary receipts.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay
charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other taxes (including
transfer taxes) and governmental charges and any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the
depositary agreement to be at the expense of those holders.
Withdrawal of Preferred Stock
Upon surrender of depositary receipts at the principal office of the depositary, subject to the terms of the depositary agreement, the owner of
the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial shares of preferred
stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of whole shares of preferred stock to be withdrawn, the
depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit
those shares under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.
Miscellaneous
The depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the depositary and
that we are required to furnish to the holders of the preferred stock.
Neither
we nor the depositary will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositary agreement.
The obligations of the depositary and us under the depositary agreement will be limited to performance in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any
legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of counsel or accountants, or upon information
provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.
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Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us of its election to do so, and we may at any time remove the depositary. Any
such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. Such successor depositary must be appointed within 60 days
after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and meeting certain combined capital surplus requirements.
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DESCRIPTION OF WARRANTS
General Description of Warrants
We may issue warrants for the purchase of debt securities, preferred stock or common stock. Warrants may be issued independently or together
with other securities and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank
or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not have
any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with the offering
of warrants.
Debt Warrants
The prospectus supplement relating to a particular issue of warrants to purchase debt securities will describe the terms of those warrants,
including the following, as applicable:
-
-
the title of the warrants;
-
-
the offering price for the warrants;
-
-
the aggregate number of the warrants;
-
-
the designation and terms of the debt securities that may be purchased upon exercise of the warrants;
-
-
the designation and terms of the debt securities that the warrants are issued with and the number of warrants issued with each debt security;
-
-
the date from and after which the warrants and any debt securities issued with them will be separately transferable;
-
-
the principal amount of debt securities that may be purchased upon exercise of a warrant and the price at which the debt securities may be
purchased upon exercise;
-
-
the dates on which the right to exercise the warrants will commence and expire;
-
-
the minimum or maximum amount of the warrants that may be exercised at any one time;
-
-
whether the warrants represented by the warrant certificates or the debt securities that may be issued upon exercise of the warrants will be
issued in registered or bearer form;
-
-
information relating to book-entry procedures;
-
-
the currency or currency units in which the offering price and the exercise price are payable;
-
-
a discussion of material U.S. federal income tax considerations;
-
-
anti-dilution provisions of the warrants;
-
-
redemption or call provisions applicable to the warrants;
-
-
any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and
-
-
any other information we think is important about the warrants.
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Stock Warrants
The prospectus supplement relating to a particular issue of warrants to purchase common stock or preferred stock will describe the terms of the
common stock warrants and preferred stock warrants, including the following, as applicable:
-
-
the title of the warrants;
-
-
the offering price for the warrants;
-
-
the aggregate number of the warrants;
-
-
the designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants;
-
-
the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security;
-
-
the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
-
-
the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the price at which the shares may
be purchased upon exercise;
-
-
the dates on which the right to exercise the warrants commence and expire;
-
-
the minimum or maximum amount of the warrants that may be exercised at any one time;
-
-
the currency or currency units in which the offering price and the exercise price are payable;
-
-
a discussion of material U.S. federal income tax considerations;
-
-
anti-dilution provisions of the warrants;
-
-
redemption or call provisions applicable to the warrants;
-
-
any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and
-
-
any other information we think is important about the warrants.
Exercise of Warrants
Each warrant will entitle the holder of the warrant to purchase at the exercise price set forth in the applicable prospectus supplement the
principal amount of debt securities or shares of preferred stock or common stock being offered. Holders may exercise warrants at any time up to the close of business on the expiration date set forth
in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will be void. Holders may exercise warrants as set forth in the prospectus supplement
relating to the warrants being offered.
Until
you exercise your warrants to purchase our debt securities, preferred stock or common stock, you will not have any rights as a holder of our debt securities, preferred stock or
common stock, as the case may be, by virtue of your ownership of warrants.
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PLAN OF DISTRIBUTION
We may sell securities described in this prospectus and any accompanying prospectus supplement through underwriters, through broker-dealers,
through agents, on one or more exchanges, directly to one or more purchasers, including existing stockholders, through a combination of any of the foregoing methods of sale, or through any other
method permitted by applicable law.
We
will prepare a prospectus supplement for each offering that will disclose the terms of the offering, including the name or names of any underwriters, dealers, or agents, the purchase
price of the securities and the proceeds to us from the sale, any underwriting discounts, and other items constituting compensation to underwriters, dealers, or agents.
We
will fix a price or prices of our securities at:
-
-
market prices prevailing at the time of any sale under this registration statement;
-
-
prices related to market prices; or
-
-
negotiated prices.
We
may change the price of the securities offered from time to time.
If
we use underwriters or dealers in the sale, they will acquire the securities for their own account, and they may resell these securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price, or at varying prices determined at the time of sale. The securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one or more of such firms. Unless otherwise disclosed in the prospectus supplement, the obligations of the underwriters to
purchase securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement if any of the
securities are purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
We
may sell the securities through agents designated by us from time to time. We will name any agent involved in the offering and sale of the securities for which this prospectus is
delivered, and disclose any commissions payable by us to the agent or the method by which the commissions can be determined, in the prospectus supplement. Unless otherwise indicated in the prospectus
supplement, any agent will be acting on a best efforts basis for the period of its appointment.
Offers
to purchase securities may be solicited directly by us and the sale thereof may be made by us directly to institutional investors or others, who may be deemed to be underwriters
within the meaning of the Securities Act with respect to any resale thereof. The terms of any such sales will be described in the prospectus supplement relating thereto. We may use electronic media,
including the internet, to sell offered securities directly.
We
may engage in at-the-market offerings and offer our securities into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act on the terms described
in the prospectus supplement relating thereto. Underwriters, dealers, and agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto.
We
may agree to indemnify underwriters, dealers, and agents who participate in the distribution of securities against certain liabilities to which they may become subject in connection
with the sale of the securities, including liabilities arising under the Securities Act.
Certain
of the underwriters and their affiliates may be customers of, may engage in transactions with and may perform services for us or our affiliates in the ordinary course of
business.
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A
prospectus and accompanying prospectus supplement in electronic form may be made available on the websites maintained by the underwriters. The underwriters may agree to allocate a
number of securities for sale to their online brokerage account holders. Such allocations of securities for internet distributions will be made on the same basis as other allocations. In addition,
securities may be sold by the underwriters to securities dealers who resell securities to online brokerage account holders.
To
the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. The place and time of delivery for the securities in
respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement.
In
connection with offerings of securities under the registration statement of which this prospectus forms a part and in compliance with applicable law, underwriters, brokers, or
dealers may engage in transactions that stabilize or maintain the market price of the securities at levels above those that might otherwise prevail in the open market. Specifically, underwriters,
brokers, or dealers may over-allot in connection with offerings, creating a short position in the securities for their own accounts. For the purpose of covering a syndicate short position or
stabilizing the price of the securities, the underwriters, brokers, or dealers may place bids for the securities or effect purchases of the securities in the open market. Finally, the underwriters may
impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution of the securities in offerings may be reclaimed by the syndicate if the syndicate
repurchases previously distributed securities in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain, or otherwise affect the
market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.
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LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. If
certain legal matters in connection with an offering of the
securities made by this prospectus and a related prospectus supplement are passed upon by counsel for the underwriters of such offering, that counsel will be named in the applicable prospectus
supplement related to that offering.
EXPERTS
The consolidated financial statements of Antero Midstream Corporation (formerly Antero Midstream GP LP) as of December 31,
2017 and 2018 and for each of the years in the three-year period ended December 31, 2018, and management's assessment of the effectiveness of internal control over financial reporting as of
December 31, 2018, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
The
consolidated financial statements of Antero Midstream Partners LP as of December 31, 2017 and 2018 and for each of the years in the three-year period ended
December 31, 2018, and management's assessment of the effectiveness of internal control reporting as of December 31, 2018, have been incorporated by reference herein in this prospectus
in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as experts in accounting and
auditing.
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PROSPECTUS
Antero Midstream Corporation
284,207,325 Shares of Common Stock
The securities to be offered and sold using this prospectus are currently issued and outstanding shares of our common stock. These shares of
common stock may be offered and sold by the selling stockholders named in this prospectus or in any supplement to this prospectus from time to time in accordance with the provisions set forth under
"Plan of Distribution."
The
selling stockholders may sell the shares of common stock offered by this prospectus from time to time on any exchange on which the shares of common stock are listed on terms to be
negotiated with buyers. They may also sell the shares of common stock in private sales or through dealers or agents. The selling stockholders may sell the shares of common stock at prevailing market
prices or at prices negotiated with buyers. The selling stockholders will be responsible for any commissions due to brokers, dealers or agents. We will be responsible for all other offering expenses.
We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock offered by this prospectus.
Our
common stock is listed on the New York Stock Exchange under the symbol "AM."
You should read carefully this prospectus, the documents incorporated by reference in this prospectus and any prospectus supplement before you
invest. See "Risk Factors" beginning on page 2 of this prospectus for information on certain risks related to the purchase of shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 13, 2019.
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You
should rely only on the information contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference into this prospectus. Neither we nor
the selling stockholders have authorized any dealer, salesperson or other person to provide you with additional or different information. If anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which
they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that
jurisdiction. You should not assume that the information
contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by reference is
accurate as of any date other than the date of such document, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations
and prospects may have changed since that date.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the "SEC") using a "shelf"
registration process. Under this shelf registration process, the selling stockholders named in this prospectus or any supplement to this prospectus may, from time to time, offer and sell the common
stock described in this prospectus in one or more offerings. This prospectus generally describes Antero Midstream Corporation and the common stock that the selling stockholders may offer. We may
provide a prospectus supplement containing specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement (and in any related free writing prospectus that we may authorize to be provided to you) may also add or update any of the
information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. Please read this prospectus, any applicable prospectus supplement and any
related free writing prospectus, together with the information incorporated herein by reference as described under the heading "Where You Can Find More Information," carefully before buying any of the
securities being offered.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All
of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or are incorporated by reference as exhibits
to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information."
On
March 12, 2019, pursuant to that certain Simplification Agreement, dated October 9, 2018 (the "Simplification Agreement"), (i) the registrant converted from a
limited partnership to a corporation under the laws of the State of Delaware (the "Conversion") and changed its name to Antero Midstream Corporation ("we," "us," "our," the "Company" and like terms),
(ii) we merged our wholly owned subsidiary with and into Antero Midstream Partners LP ("Antero Midstream"), with Antero Midstream surviving such merger as our indirect, wholly owned
subsidiary and (iii) we exchanged each issued and outstanding Series B Unit representing a membership interest in Antero IDR Holdings LLC for 176.0041 shares of our common stock
(the "Series B Exchange" and, together with the Conversion, the Merger and the other transactions contemplated by the Simplification Agreement, the "Transactions").
Unless
context otherwise requires, references in this prospectus to:
-
-
"Antero Resources" refers to Antero Resources Corporation; and
-
-
"Sponsor Holders" refers to (i) Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership, Warburg Pincus
Netherlands Private Equity VIII C.V. I, a company formed under the laws of the Netherlands, WP-WPVIII Investors, L.P., a Delaware limited partnership, Warburg Pincus Private Equity X
O&G, L.P., a Delaware limited partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership, WP-WPVIII Investors GP L.P., a Delaware limited partnership,
Warburg Pincus X, L.P., a Delaware limited partnership, Warburg Pincus X GP L.P., a Delaware limited partnership, WPP GP LLC, a Delaware limited
liability company, Warburg Pincus Partners, L.P., a Delaware limited partnership, Warburg Pincus Partners GP LLC, a Delaware limited liability company, Warburg
Pincus & Co., a New York general partnership, Warburg Pincus LLC, a New York limited liability company, and Charles R. Kaye and Joseph P. Landy, who are the Managing General
Partners of Warburg Pincus & Co. and Managing Members and Co-Chief Executive Officers of Warburg Pincus LLC and (ii) Yorktown Energy Partners V, L.P., Yorktown
Energy Partners VI, L.P., Yorktown Energy Partners VII, L.P. and Yorktown Energy Partners VIII, L.P.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the Securities Act of 1933, as amended (the "Securities Act"), that registers the
offer and sale of the securities covered by this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations
of the SEC allow us to omit some information included in the registration statement from this prospectus.
In
addition, we file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public at the SEC's website at
www.sec.gov
. You may also access the
information we file electronically with the SEC through our website at
www.anteromidstream.com
. We have not incorporated by reference into this prospectus the information included on our website, and
you should not consider
it to be a part of this prospectus.
We
"incorporate by reference" information into this prospectus, which means that we disclose important information to you by referring you to documents filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus. Information that we later provide to the SEC, and which is deemed to be "filed" with the SEC, will automatically update
information previously filed with the SEC, and may update or replace information in this prospectus and information previously filed with the SEC. You should not assume that the information in this
prospectus is current as of any date other than the date on the cover page of this prospectus. You should not assume that the information contained in the documents incorporated by reference in this
prospectus is accurate as of any date other than the respective dates of such documents.
We
incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (excluding any information furnished and not filed with the SEC), after the date on which the registration statement was initially filed with the SEC until all
offerings under the registration statement of which this prospectus forms a part are completed or terminated:
-
-
our and Antero Midstream's Annual Reports on Form 10-K for the year ended December 31, 2018;
-
-
our Current Reports on Form 8-K filed on February 20, 2019, February 25, 2019, March 5, 2019, March 11, 2019
and March 12, 2019; and
-
-
the description of our common stock contained in our Registration Statement on Form 8-A/A filed on March 12, 2019, including any
subsequent amendments or reports that we may file in the future for the purpose of updating such description.
These
reports contain important information about us, our financial condition and our results of operations.
You
may obtain copies of any of the documents incorporated by reference in this prospectus from the SEC through the SEC's website at the address provided above. You also may request a
copy of any document incorporated by reference in this prospectus (including exhibits to those documents specifically incorporated by reference in this prospectus), at no cost, by contacting us at:
Antero Midstream Corporation
1615 Wynkoop Street
Attention: Investor Relations
Denver, Colorado 80202
Telephone: (303) 357-7310
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus and incorporated by reference into this prospectus may contain forward-looking statements.
Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as "may," "assume,"
"forecast," "position," "predict," "strategy," "expect," "intend," "plan," "estimate," "anticipate," "believe," "project," "budget," "potential," or "continue," and similar expressions are used to
identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When
considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus. Actual results may vary materially. You are cautioned not to
place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a
complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements
include:
-
-
Antero Resources' expected production and ability to meet its drilling and development plan;
-
-
our ability to execute our business strategy;
-
-
our ability to realize the anticipated benefits of the simplification and the Transactions;
-
-
the impact of increased levels and costs of indebtedness used to fund the Transactions or the cash portion of the consideration being paid in
connection therewith, and the increased cost of existing indebtedness due to the actions taken to consummate the Transactions;
-
-
our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital
requirements and the repayment or refinancing of indebtedness;
-
-
our ability to realize the anticipated benefits of investing in unconsolidated affiliates;
-
-
natural gas, natural gas liquids and oil prices;
-
-
our ability to complete the construction or purchase new gathering and compression, processing, water handling and treatment or other assets on
schedule, at the budgeted cost or at all, and the ability of such assets to operate as designed or at expected levels;
-
-
competition and government regulations;
-
-
actions taken by third-party producers, operators, processors and transporters;
-
-
legal or environmental matters;
-
-
costs of conducting our operations;
-
-
general economic conditions;
-
-
credit markets;
-
-
operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;
-
-
uncertainty regarding our future operating results; and
-
-
plans, objectives, expectations and intentions contained in this prospectus that are not historical.
We
caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control,
incidental to our business. These risks include, but are not limited to, commodity price volatility,
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inflation,
environmental risks, drilling and completion and other operating risks, regulatory changes, the uncertainty inherent in projecting future rates of production, cash flow and access to
capital, the timing of development expenditures, and the other risks described under "Risk Factors" in this prospectus and in our and Antero Midstream's Annual Reports on Form 10-K for the year
ended December 31, 2018, which are incorporated by reference herein, and our other reports filed with the SEC.
Should
one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ
materially from those expressed in any forward-looking statements.
All
forward-looking statements, expressed or implied, included in this prospectus or incorporated herein by reference are expressly qualified in their entirety by this cautionary
statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except
as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to
reflect events or circumstances after the date of this prospectus.
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ABOUT ANTERO MIDSTREAM CORPORATION
We are a growth-oriented midstream company initially formed to own, operate and develop midstream energy assets to service Antero Resources'
increasing production. Our assets consist of gathering pipelines, compressor stations, and interests in processing and fractionation plants that collect and process production from Antero Resources'
wells in the Marcellus and Utica Shales in West Virginia and Ohio. Our assets also include two independent fresh water delivery systems that deliver fresh water from the Ohio River and several
regional waterways and a wastewater treatment facility. These fresh water delivery systems consist of permanent buried pipelines, surface pipelines and fresh water storage facilitates, as well as
pumping stations and impoundments to transport the fresh water throughout the pipelines. We also provide water handling and treatment services for well completion and production operations in Antero
Resources' operating areas. The other fluid handling services consist of high rate transfer services, wastewater transportation, and disposal. We believe that our strategically located assets and our
relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Marcellus and Utica Shale plays.
Our
principal executive offices are at 1615 Wynkoop Street, Denver, Colorado 80202. Our telephone number is (303) 357-7310. Our website is located at
www.anteromidstream.com
. We make available our
periodic reports and other information filed with or furnished to the SEC free of charge through our
website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website is not incorporated by reference
herein and does not constitute a part of this prospectus.
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RISK FACTORS
An investment in our securities involves a significant degree of risk. Before you invest in our securities, you should carefully consider those
risk factors included in our and Antero Midstream's most recently filed Annual Report on Form 10-K, any of our subsequently filed Quarterly Reports on Form 10-Q and any of our
subsequently filed Current Reports on Form 8-K, each of which is incorporated herein by reference, and those risk factors that may be included in any applicable prospectus supplement, together
with all of the other information included in this prospectus, any prospectus supplement and the documents we incorporate by reference, in evaluating an investment in our securities. If any of these
risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected. Additional risks not presently known to us or that we currently believe
are immaterial may also significantly impair our business operations and financial condition. Please read "Cautionary Statement Regarding Forward-Looking Statements."
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered under this prospectus. Any proceeds from the sale of common stock
under this prospectus will be received by the selling stockholders.
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DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, our authorized capital stock consisted of 2,000,000,000 shares of common stock, $0.01 par value per share, of
which 506,641,575 shares were issued and outstanding, and 100,000,000 shares of preferred stock, $0.01 par value per share, including 12,000 shares designated as "5.5% Series A Non-Voting
Perpetual Preferred Stock" (the "Series A Preferred Stock"), of which 10,000 shares were issued and outstanding.
The
following summary of our capital stock, certificate of incorporation, certificate of designations for the Series A Preferred Stock (the "Certificate of Designations") and our
bylaws does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our certificate of incorporation and bylaws.
Common Stock
Except as provided by law or in a preferred stock designation (including the Certificate of Designations), holders of common stock are entitled
to one vote for each share held of record on all matters submitted to a vote of the stockholders, have the right to vote for the election of directors and do not have cumulative voting rights. Subject
to preferences that may be applicable to any outstanding shares or series of preferred stock (including the Series A Preferred Stock), holders of common stock are entitled to receive ratably
such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for
dividend payments. All outstanding shares of common stock are fully paid and non-assessable and the shares of common stock that will be issued under this prospectus will be fully paid and
non-assessable.
The
holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable
to the common stock. In the event of any liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in our assets that are remaining after payment
or provision for payment of all of our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.
Preferred Stock
Our certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder
approval, to establish and to issue from time to time one or more series of preferred stock, par value $0.01 per share, covering up to an aggregate of 100,000,000 shares of preferred stock. Each
series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by our board of directors, which may
include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock
designation (including the Certificate of Designations), the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.
5.5% Series A Non-Voting Perpetual Preferred Stock
Dividends.
Subject to the prior and superior rights of any senior securities with respect to dividends, holders of shares of
Series A
Preferred Stock are entitled to receive quarterly dividends on each share of Series A Preferred Stock, when, as and if declared by our board of directors out of funds legally available
therefor, payable in cash on the 45th day following the end of each fiscal quarter of ours in each year or such other dates as our board of directors will approve, at a rate of 5.5% per annum
on (i) the liquidation preference per share of Series A Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior dividend period on such share of
Series A Preferred Stock, if any. Such dividends accrue and are cumulative from the original issue date, compound on each
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quarterly
dividend payment date and are payable quarterly in arrears on each quarterly dividend payment date.
Conversion at the Option of the Holder.
On or after March 12, 2029, each share of Series A Preferred Stock will be
convertible, at any
time and from time to time from and after such date, at the option of the holder of the Series A Preferred Stock, into a number of shares of common stock equal to the conversion ratio in effect
on the applicable conversion date, subject to certain limitations; provided that no shares of Series A Preferred Stock may be converted into shares of common stock at any time that any shares
of the Series A Preferred Stock are held by The Antero Foundation, which held all of the Series A Preferred Shares outstanding as of the date of this prospectus; and provided further
that, notwithstanding anything in the Certificate of Designation to the contrary, in no event will the aggregate number of shares of common stock issued pursuant to all conversions exceed 19.9% of the
number of shares of common stock issued and outstanding on the date of issuance of the Series A Preferred Stock. The conversion ratio for each share of Series A Preferred Stock will be
equal to (i) $1,000 per share, plus accrued but unpaid dividends as of the conversion date, divided by (ii) the volume weighted average price per share of common stock during the 10
trading days preceding the conversion date.
Redemption at the Option of the Company.
Notwithstanding anything in the Certificate of Designation to the contrary, if we undergo a
"Change of
Control" as defined in the Certificate of Designation, or at any time on and after March 12, 2029, we, at our option, may redeem the Series A Preferred Stock in whole or in part, at a
price equal to $1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any shares of the Series A Preferred Stock are held by The Antero Foundation at the
time of such redemption, the price for redemption of each share of Series A Preferred Stock will be the greater of (i) $1,000 per share, plus any accrued but unpaid dividends and
(ii) the fair market value of the Series A Preferred Stock as determined by a third party appraiser selected in good faith by us, subject to The Antero Foundation's approval, which
approval will not be unreasonably withheld or delayed.
Transfer.
A holder of shares of our Series A Preferred Stock may transfer such holder's shares of Series A Preferred Stock to
(i) us or any subsidiary of ours or (ii) otherwise in a transaction pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws, subject to compliance with the other requirements of
the Certificate of Designation. The Certificate of Designation provides that in no event will a transfer of
the Series A Preferred Stock be made if such transfer, or such transfer together with any other transfers, would result in us being required to register the Series A Preferred Stock
under Section 12 of Exchange Act, or would otherwise trigger or subject us, or any subsidiary or other affiliate of ours, to the registration requirements of the Exchange Act with respect to
the Series A Preferred Stock.
Liquidation Preference.
In the event we voluntarily or involuntarily liquidate, dissolve or wind up, subject to the prior and superior
rights of the
holders of any senior securities, holders of shares of Series A Preferred Stock as of the record date set in connection therewith will be entitled to receive liquidating distributions in the
amount of $1,000 per share of Series A Preferred Stock, in each case, plus an amount equal to any declared but unpaid dividends up to and including the date of such liquidation, out of assets
legally available for distribution to our stockholders, before any distribution of assets is made to the holders of any junior securities, subject to certain limitations.
No Voting Rights.
Holders of shares of Series A Preferred Stock do not have any voting rights, including the right to elect any
directors, and
their consent is not be required for taking any corporation action, except for any voting rights (including with respect to corporate actions) required by the General Corporation Law of the State of
Delaware ("DGCL") or our certificate of incorporation.
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No Preemptive Rights.
No shares of Series A Preferred Stock have any rights of preemption whatsoever as to any of our securities.
Rank.
Our Series A Preferred Stock, with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of
us, ranks:
(i) on parity with each class or series of equity securities of ours the terms of which will expressly provide that such class or series will rank on parity with the Series A Preferred
Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of us, (ii) senior to the common stock and each other class or series of capital stock outstanding or
established, the terms of which do not expressly provide that it ranks senior to or on parity with the Series A Preferred Stock as to dividend rights or as to rights upon the liquidation,
winding-up or dissolution of us, and (iii) junior to each other class or series of capital stock outstanding or established, the terms of which expressly provide that it ranks senior to the
Series A Preferred Stock as to dividend rights or as to rights upon the liquidation, winding-up or dissolution of us.
Other Rights.
The shares of Series A Preferred Stock do not have any rights, preferences, privileges or voting powers or relative,
participating, optional or other special rights other than as set forth in our certificate of incorporation (including the Certificate of Designation for the Series A Preferred Stock) or as
provided by applicable law.
Our Certificate of Incorporation and Our Bylaws
Among other things, our certificate of incorporation and bylaws:
-
-
provide advance notice procedures with regard to stockholder nominations of candidates for election as directors or other stockholder proposals
to be brought before meetings of our stockholders, which may preclude stockholders from bringing certain matters before our stockholders at an annual or special meeting;
-
-
provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the
action is to be taken;
-
-
provide that, generally, to be timely, notice must be delivered to our corporate secretary at our principal executive offices not earlier than
the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year's annual meeting (unless the date of
the annual meeting is more than 30 days before or more than 60 days after such anniversary date, in which case such notice must be delivered no earlier than the close of business on the
120th day prior to such annual meeting or later than the close of business on the later of the 90th day prior to such annual meeting or, if the first public announcement of the date of
such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day after the first public disclosure of the date of such meeting by us);
-
-
provide our board of directors the ability to authorize issuance of preferred stock in one or more series, which makes it possible for our
board of directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us and which may
have the effect of deterring hostile takeovers or delaying changes in control or management of us;
-
-
provide that the authorized number of directors may be changed only by resolution of our board of directors;
-
-
provide that, subject to the rights of holders of any series of preferred stock to elect directors or fill vacancies in respect of such
directors as specified in the related preferred stock designation and the terms of the Stockholders' Agreement, dated as of October 9, 2018, by and among us and certain of our stockholders,
including Antero Resources (as it may be amended from time to time, the "Stockholders' Agreement"), all vacancies, including newly created directorships be
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filled
by the affirmative vote of holders of a majority of directors then in office, even if less than a quorum, or by the sole remaining director, and will not be filled by our stockholders;
-
-
provide that, subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, if any,
and the terms of the Stockholders' Agreement, any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not
be effected by any consent in writing in lieu of a meeting of such stockholders;
-
-
provide that, subject to the rights of the holders of shares of any series of preferred stock, if any, to remove directors elected by such
series of preferred stock pursuant to our certificate of incorporation (including any preferred stock designation thereunder) and the terms of the Stockholders' Agreement, directors may be removed
from office at any time, only for cause and by the holders of a majority of the voting power of all outstanding voting shares entitled to vote generally in the election of directors;
-
-
provide that special meetings of our stockholders may only be called by the Chief Executive Officer, the Chairman of our board of directors or
our board of directors pursuant to a resolution adopted by a majority of the total number of directors that we would have if there were no vacancies;
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-
provide that (i) the Sponsor Holders and their affiliates are permitted to participate (directly or indirectly) in venture capital and
other direct investments in corporations, joint ventures, limited liability companies and other entities conducting business of any kind, nature or description, (ii) the Sponsor Holders and
their affiliates are permitted to have interests in, participate with, aid and maintain seats on the boards of directors or similar governing bodies of any such investments, in each case that may, are
or will be competitive with the business of us and our subsidiaries or in the same or similar lines of business as us and our subsidiaries, or that could be suitable for us or our subsidiaries and
(iii) we have, subject to limited exceptions, renounced, to the fullest extent permitted by law, any interest or expectancy in, or in being offered an opportunity to participate in, such
corporate opportunities;
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-
provide that the provisions of our certificate of incorporation can only be amended or repealed by the affirmative vote of the holders of at
least 66
2
/
3
% in voting power of the outstanding shares of the common stock entitled to vote thereon, voting together as a single class; provided, however, that so long as the
Stockholders' Agreement remains in effect, no provision of our certificate of incorporation may be amended, altered or repealed in any manner that would be contrary to or inconsistent with the terms
of the Stockholders' Agreement, and no amendment to the Stockholders' Agreement (regardless of whether such amendment modifies any provision of the Stockholders' Agreement to which our certificate of
incorporation is subject) will be deemed an amendment of our certificate of incorporation; and
-
-
provide that our bylaws can be altered or repealed by (a) our board of directors or (b) our stockholders upon the affirmative
vote of holders of at least 66
2
/
3
% of the voting power of common stock outstanding and entitled to vote thereon, voting together as a single class. However, so long as the Stockholders'
Agreement remains in effect, our board of directors and our stockholders may not approve any amendment, alteration or repeal of any provision of our bylaws, or the adoption of any new bylaw, that
(a) would be contrary to or inconsistent with the terms of the Stockholders' Agreement or (b) amends, alters or repeals certain portions of our certificate of incorporation; provided,
however, that so long as the Stockholders' Agreement remains in effect, the parties to the Stockholders' Agreement may amend any provision of the Stockholders' Agreement, and no amendment to the
Stockholders' Agreement (regardless of whether such amendment modifies any provision of the Stockholders' Agreement to which the
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Delaware Anti-Takeover Law
Section 203 of the DGCL provides that, subject to exceptions specified therein, a Delaware corporation may not engage in any "business
combination," including, among other things, certain mergers or consolidations with an "interested stockholder" for a three-year period following the time that such stockholder becomes an interested
stockholder, unless:
-
-
prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;
-
-
upon consummation of the transaction that resulted in the stockholder becoming an "interested stockholder," the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or
-
-
on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or
special meeting of stockholders, and not by written consent, by the affirmative vote of holders of at least 66
2
/
3
% of the outstanding voting stock not owned by the interested
stockholder.
Except
as otherwise specified in Section 203, an "interested stockholder" is defined to include:
-
-
any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
-
-
the affiliates and associates of any such person.
Under
some circumstances, Section 203 makes it more difficult for a person who is an interested stockholder to effect various business combinations for a three-year period.
Section 203
of the DGCL permits a Delaware corporation to elect not to be governed by the provisions of Section 203. Pursuant to the our certificate of incorporation, we
have expressly elected not to be governed by the provisions of Section 203 of the DGCL.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock and Series A Preferred Stock is American Stock Transfer & Trust
Company, LLC.
Listing
Our common stock is listed on the NYSE under the symbol "AM." The Series A Preferred Stock is not listed on any securities exchange.
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Table of Contents
SELLING STOCKHOLDERS
This prospectus covers the offering of up to 284,207,325 shares of our common stock by the selling stockholders identified below, which may be
done from time to time.
In
connection with the closing of the Transactions, we entered into a Registration Rights Agreement, pursuant to which we agreed to register the resale of certain shares of common stock
received in the Transactions, including the shares issued in the Series B Exchange. Approximately 5.8 million shares of common stock issued in the Series B Exchange are subject to
vesting in accordance with the applicable equity grant agreement, pursuant to which the Series B Units were originally issued. These shares are scheduled to vest on December 31, 2019,
and are subject to restrictions on transfer prior to vesting. Pursuant to the Registration Rights Agreement, we will pay all expenses relating to the registration and offering of the shares covered by
this prospectus, except that the selling stockholders will pay any underwriting discounts or commissions. The term "selling stockholders" includes the stockholders listed in the table below and their
permitted transferees and assignees or other successors.
We
have a material relationship with each of the selling stockholders. The selling stockholders consist of our sponsors, certain of our executive officers and directors, and certain
other officers and employees of Antero Resources. For a complete discussion of these relationships, please see "Special FactorsRelationship of the Parties to the Transactions" and
"Special FactorsInterests of Certain Persons in the Transactions" in our joint proxy statement/prospectus filed on January 31, 2019, which information is incorporated by reference
herein, and the information in the table below.
No
offer or sale under this prospectus may be made by a stockholder unless that holder is included in the table below, in a supplement to this prospectus or in an amendment to the
related registration statement that has become effective. We may supplement or amend this prospectus to include additional selling stockholders, which may include the below listed stockholders'
permitted transferees and assignees or other successors.
The
following table sets forth information relating to the selling stockholders as of March 12, 2019, based on information supplied to us by the selling stockholders on or prior
to that date and information filed with the SEC. We have not sought to verify such information. The selling stockholders may hold or acquire at any time shares of our common stock in addition to the
shares offered by this prospectus and may have acquired additional shares of our common stock since the date on which the information reflected herein was provided to us. Additionally, the selling
stockholders may have sold or transferred some or all of their shares of our common stock in transactions exempt from the registration requirements of the Securities Act since such date. Other
information about the selling stockholders may also change over time. The following table sets forth the maximum number of shares of our common stock that may be sold by the selling stockholders
identified below under this prospectus. Because the selling stockholders may offer all or some of their shares of our common stock from time to time, we cannot estimate the number of shares of our
common stock that will be held by the selling stockholders upon the termination of any particular offering by such selling stockholders. The selling stockholders are not obligated to sell any of the
shares of common stock offered by this prospectus. The selling stockholders reserve the right to accept or reject, in whole or in part, any proposed sale of shares. The selling stockholders may also
offer and sell less than the number of shares
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of
common stock indicated. The selling stockholders are not making any representation that any shares of common stock covered by this prospectus will or will not be offered for sale.
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Shares of
Common
Stock That
May Be
Offered by this
Prospectus
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Shares of Common Stock
Beneficially Owned Prior to
the Offering(1)
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Shares of Common Stock
Beneficially Owned After
the Offering
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|
Name of Selling Stockholder
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Number
|
|
Percentage(2)
|
|
Number
|
|
Percentage(2)
|
|
Antero Resources Corporation(3)
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158,419,937
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31.3
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%
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|
158,419,937
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Warburg Pincus Funds(4)
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55,109,589
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10.9
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%
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55,109,589
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Yorktown Funds(5)
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15,534,411
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3.1
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%
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15,534,411
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Paul M. Rady(6)
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28,663,799
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5.7
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%
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28,663,799
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Glen C. Warren Jr.(7)
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20,749,059
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4.1
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%
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20,749,059
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Other Current Executive Officers of the Company as a Group(8)
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3,163,874
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*
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3,163,874
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Other Employees of the Company and Antero Resources as a Group(9)
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3,034,317
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*
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2,569,656
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464,701
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*
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-
*
-
Less
than one percent.
-
(1)
-
Based
on an aggregate of 506,641,575 shares of common stock outstanding as of March 12, 2019, including 5,782,601 shares issued to certain of the selling
stockholders in connection with the Series B Exchange that cannot be sold until such shares vest on December 31, 2019.
-
(2)
-
Assumes
that the selling stockholders dispose of all the shares of common stock covered by this prospectus and do not acquire beneficial ownership of any additional
shares.
-
(3)
-
Includes
107,000,001 shares of common stock owned by Arkrose Subsidiary Holdings LLC, which is a wholly owned subsidiary of Antero Resources.
-
(4)
-
The
Warburg Pincus Funds are Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), Warburg Pincus Netherlands Private Equity
VIII C.V. I, a company formed under the laws of the Netherlands ("WP VIII CV I"), WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors" and, together with
WP VIII and WP VIII CV I, the "WP VIII Funds"), Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), and Warburg Pincus X
Partners, L.P., a Delaware limited partnership ("WP X Partners," and together with WP X O&G, the "WP X O&G Funds"). WP-WPVIII Investors GP L.P., a Delaware limited partnership
("WP-WPVIII GP"), is the general partner of WP-WPVIII Investors. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G
Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited
liability company ("WPP GP"), is the general partner of WP-WPVIII GP and WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"),
is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII and WP VIII CV I. Warburg Pincus Partners GP LLC, a Delaware limited liability company
("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg
Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP VIII Funds and the WP X O&G Funds.
-
(5)
-
The
Yorktown Funds are Yorktown Energy Partners V, L.P., a Delaware limited partnership, Yorktown Energy Partners VI, L.P., a Delaware limited
partnership, Yorktown Energy Partners VII, L.P., a Delaware limited partnership, and Yorktown Energy Partners VIII, L.P., a
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Delaware
limited partnership. Yorktown V Company LLC is the sole general partner of Yorktown Energy Partners V, L.P. Yorktown VI Company LP is the sole general partner of Yorktown
Energy Partners VI, L.P. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. Yorktown VII Company LP is the sole general partner of Yorktown
Energy Partners VII, L.P. Yorktown VII Associates LLC is the sole general partner of Yorktown VII Company LP. Yorktown VIII Company LP is the sole general partner of
Yorktown Energy Partners VIII, L.P. Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP.
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(6)
-
Mr. Rady
is our Chief Executive Officer and serves as Chairman of our Board of Directors. Includes 19,180,821 shares of common stock held by Mockingbird
Investments LLC ("Mockingbird"). Mr. Rady owns a 13.1874% limited liability company interest in Mockingbird, and two trusts under his control own the remaining 86.8126%. Mr. Rady
disclaims beneficial ownership of all of the shares of common stock held by Mockingbird except to the extent of his pecuniary interest therein. The shares Mr. Rady beneficially owns also
include 2,816,065 shares of common stock received in the Series B Exchange that remain subject to vesting.
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(7)
-
Mr. Warren
is our President and a member of our Board of Directors. Includes 3,966,804 shares of common stock held by Canton Investment Holdings LLC
("Canton"). Mr. Warren is the managing member and 50% owner of Canton. Mr. Warren disclaims beneficial ownership of all common shares held by Canton except to the extent of his pecuniary
interest therein. The shares that Mr. Warren beneficially owns also include 1,877,261 shares of common stock received in the Series B Exchange that remain subject to vesting.
-
(8)
-
Includes
three persons, each of whom currently serves as an executive officer of the Company. The shares that such executive officers beneficially own includes
234,613 shares of common stock received in the Series B Exchange that remain subject to vesting.
-
(9)
-
Includes
20 persons not otherwise listed above. All of the selling stockholders in this group currently serve as employees of the Company or its affiliates,
including Antero Resources. Also, the shares beneficially owned by persons in this group include an aggregate of 854,662 shares of common stock received in the Series B Exchange that remain
subject to vesting, none of which can be sold until such shares vest on December 31, 2019.
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PLAN OF DISTRIBUTION
All shares of common stock being offered under this prospectus are being offered on behalf of the selling stockholders. Sales of shares pursuant
to this prospectus may be made on the NYSE, in the over-the-counter market or otherwise at prices and on terms then prevailing, at prices related to the then current market price or at negotiated
prices that are other than prevailing market prices or related to the then current market prices (in each case as determined by the selling stockholders). Sales may be made directly or through agents
designated from time to time, or through dealers or underwriters to be designated or in negotiated transactions.
The
shares may be sold by any one or more of the following methods:
-
-
through a firm commitment or best efforts underwriting;
-
-
through a block trade (which may involve crosses) in which the selling stockholder's broker or dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate the transaction;
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-
through purchases by a broker or dealer as principal and resale by the broker or dealer for their account pursuant to this prospectus;
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through exchange distributions and/or secondary distributions in accordance with the rules of the NYSE;
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through ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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through privately negotiated transactions;
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-
through the distribution of the common shares by any selling stockholders to its partners, members or stockholders;
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-
through the writing of options, swaps or other derivatives (including put or call options), whether the options, swaps or derivatives are
listed on an options exchange or otherwise;
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through short sales;
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"at the market" or through market makers or into an existing market for the shares; or
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-
through any other method permitted by applicable law.
In
addition, the selling stockholders may from time to time sell securities in compliance with Rule 144 under the Securities Act, if available, or pursuant to other available
exemptions from the registration requirements under the Securities Act, rather than pursuant to this prospectus. In such event, the selling stockholders may be required by the securities laws of
certain states to offer and sell the shares of common stock only through registered or licensed brokers or dealers.
Any
selling agents, underwriters or broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the selling stockholders, from
purchasers of shares for whom they act as agents or from both sources. The selling stockholders do not expect these discounts, concessions or commissions to exceed what is customary in the types of
transactions involved. The selling stockholders will be responsible for any commissions, underwriting discounts or similar charges on the sale of shares under this prospectus.
The
selling stockholders may pledge or grant a security interest in some or all of the shares of common stock they own and, if a selling stockholder defaults in the performance of its
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to a prospectus or any amendment to such prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under such
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prospectus.
The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of such prospectus.
The
selling stockholders and any broker-dealers, agents and underwriters that participate in the distribution of the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with the sales. Any commissions, and any profit on the resale of shares, received by the selling stockholders and any such broker-dealers, agents or underwriters may be
deemed to be underwriting discounts and commissions. Any underwriters, brokers, dealers and agents who participate in any sale of the securities may also engage in transactions with, or perform
services for, us or our affiliates in the ordinary course of their businesses. We may indemnify underwriters, brokers, dealers and agents against specific liabilities, including liabilities under the
Securities Act.
The
selling stockholders will be subject to applicable provisions of the Exchange Act, and the associated rules and regulations thereunder, including Regulation M, which
provisions may affect the marketability of the shares.
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LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. If
certain legal matters in connection with an offering of the securities made by this prospectus and a related prospectus supplement are passed upon by counsel for the underwriters of such offering,
that counsel will be named in the applicable prospectus supplement related to that offering.
EXPERTS
The consolidated financial statements of Antero Midstream Corporation (formerly Antero Midstream GP LP) as of December 31,
2017 and 2018 and for each of the years in the three-year period ended December 31, 2018, and management's assessment of the effectiveness of internal control over financial reporting as of
December 31, 2018, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
The
consolidated financial statements of Antero Midstream Partners LP as of December 31, 2017 and 2018 and for each of the years in the three-year period ended
December 31, 2018, and management's assessment of the effectiveness of internal control reporting as of December 31, 2018, have been incorporated by reference herein in this prospectus
in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as experts in accounting and
auditing.
14
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the offering of
the securities registered hereby.
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SEC registration fee
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$
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420,585
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*
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Printing and engraving expenses
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|
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**
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Accounting fees and expenses
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|
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**
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Legal fees and expenses
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**
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Transfer agent and registrar fees
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**
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Trustee fees and expenses
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**
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Miscellaneous
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**
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Total
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$
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**
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-
*
-
Except
with respect to the shares of common stock to be sold by the selling stockholders, the registrant is deferring payment of the registration fee in reliance on
Rule 456(b) and 457(r) under the Securities Act.
-
**
-
These
fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.
Item 15. Indemnification of Directors and Officers.
Antero Midstream Corporation
The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors' fiduciary duties. The DGCL does not permit exculpation for liability:
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for breach of duty of loyalty;
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-
for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
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under Section 174 of the DGCL (which deals generally with unlawful payments of dividends, stock repurchases and redemptions); and
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for transactions from which the director derived improper personal benefit.
Our
certificate of incorporation eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty, except to the extent such exemption is not
permitted under the DGCL.
Our
bylaws provide that we shall, to the fullest extent permitted by law, indemnify any person who was or is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding by reason of the fact such person is or was our director, officer or employee, or, while our director, officer or employee, is or was serving at our request as a director,
officer, employee or agent of another entity, against all liability and loss suffered and expenses reasonably incurred. Our bylaws further provide that we shall advance expenses incurred in defending
any such proceeding to any such indemnitees; provided, however, that, to the extent required by law, such advancement of expenses shall be made only upon receipt of an undertaking, by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such indemnitee is not entitled to be indemnified for such expenses under our bylaws or otherwise.
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Any
amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that
amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors or officers of corporations, then the personal liability of our directors and
officers will be further limited to the fullest extent permitted by the DGCL.
In
addition, we entered into indemnification agreements with our current directors and officers containing provisions that are in some respects broader than the specific indemnification
provisions contained in the DGCL. The indemnification agreements require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or
service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements
with our future directors and officers.
We
maintain liability insurance policies that indemnify our directors and officers against various liabilities, including certain liabilities under arising under the Securities Act and
the Exchange Act, that may be incurred by them in their capacity as such.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we
have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a
prior filing of Antero Midstream Corporation under the Securities Act or the Exchange Act as indicated in parentheses:
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Exhibit
Number
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Exhibits
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1.1
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*
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Form of Underwriting Agreement.
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3.1
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Certificate of Incorporation of Antero Midstream Corporation (incorporated by reference to Exhibit 3.3 to the Company's
Form 8-K filed on March 12, 2019).
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3.2
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Bylaws of Antero Midstream Corporation, effective March 12, 2019 (incorporated by reference to Exhibit 3.4 to the
Company's Form 8-K filed on March 12, 2019).
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3.3
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Certificate of Designations, 5.5% Series A Non-Voting Perpetual Preferred Stock (incorporated by reference to
Exhibit 3.1 to the Company's Form 8-K field on March 12, 2019).
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3.4
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Certificate of Conversion of Antero Midstream Corporation (incorporated by reference to Exhibit 3.2 to the Company's
Form 8-K filed on March 12, 2019).
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4.1
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Registration Rights Agreement, dated as of March 12, 2019, by and among the Company, and the other parties listed on
the signature pages thereto (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on March 12, 2019).
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4.2
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**
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Form of Indenture for Senior Debt Securities.
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4.3
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**
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Form of Indenture for Subordinated Debt Securities.
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4.4
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**
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Form of Senior Debt Securities (included in Exhibit 4.2).
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4.5
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**
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Form of Subordinated Debt Securities (included in Exhibit 4.3).
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II-2
Table of Contents
-
*
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To
be filed by amendment or as an exhibit to a document that is incorporated by reference herein.
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**
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Filed
herewith.
Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately before such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4
Table of Contents
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-5
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on March 13, 2019.
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ANTERO MIDSTREAM CORPORATION
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By:
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/s/ GLEN C. WARREN, JR.
Glen C. Warren, Jr.
President and Secretary
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POWER OF ATTORNEY
Each person whose signature appears below appoints Paul M. Rady, Glen C. Warren, Jr. and Michael N. Kennedy, and each of them, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates
indicated.
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Name
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Title
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Date
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/s/ PAUL M. RADY
Paul M. Rady
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Chief Executive Officer and Chairman (Principal Executive Officer)
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March 13, 2019
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/s/ MICHAEL N. KENNEDY
Michael N. Kennedy
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Senior Vice PresidentFinance and Chief Financial Officer (Principal Financial Officer)
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March 13, 2019
|
/s/ K. PHIL YOO
K. Phil Yoo
|
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Vice PresidentAccounting, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
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March 13, 2019
|
/s/ GLEN C. WARREN, JR.
Glen C. Warren, Jr.
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Director, President and Secretary
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March 13, 2019
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II-6
Table of Contents
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Name
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Title
|
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Date
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/s/ W. HOWARD KEENAN, JR.
W. Howard Keenan, Jr.
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Director
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March 13, 2019
|
/s/ PETER A. DEA
Peter A. Dea
|
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Director
|
|
March 13, 2019
|
/s/ DAVID A. PETERS
David A. Peters
|
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Director
|
|
March 13, 2019
|
/s/ BROOKS J. KLIMLEY
Brooks J. Klimley
|
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Director
|
|
March 13, 2019
|
/s/ JOHN C. MOLLENKOPF
John C. Mollenkopf
|
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Director
|
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March 13, 2019
|
/s/ PETER R. KAGAN
Peter R. Kagan
|
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Director
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March 13, 2019
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/s/ ROSE M. ROBESON
Rose M. Robeson
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Director
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March 13, 2019
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II-7
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