CUSIP No. 03676B 102
INTRODUCTION
This Amendment amends and supplements the Schedule 13D relating to the common shares representing limited partnership interests of Antero Midstream GP LP
(AMGP) that was filed on May 22, 2017 and amended by Amendment No. 1 on June 13, 2017 and by Amendment No. 2 on October 16, 2018 (the Original Schedule 13D and, together with this Amendment, the
Schedule 13D) with the U.S. Securities and Exchange Commission (the SEC) by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (WP VIII and, together with its two affiliated partnerships,
Warburg Pincus Netherlands Private Equity VIII C.V. I, a limited partnership formed under the laws of the Netherlands (WP VIII CV I), and
WP-WPVIII
Investors, L.P., a Delaware limited partnership
(WP-WPVIII
Investors), collectively, the WP VIII Funds); Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (WP X O&G and, together with its
affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership, the WP X O&G Funds); Warburg Pincus X, L.P., a Delaware limited partnership (WP X GP), which 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), which is the general partner of WP X GP; WPP GP LLC, a Delaware limited liability company (WPP GP), which is the general partner of WP
X GP LP and
WP-WPVIII
Investors GP L.P., a Delaware limited partnership
(WP-WPVIII
GP), which is the general partner of
WP-WPVIII
Investors; Warburg Pincus Partners, L.P., a Delaware limited partnership (WP Partners), which 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), which is the general partner of WP Partners; Warburg Pincus & Co., a New York general partnership (WP), which is
the managing member of WP Partners GP; Warburg Pincus LLC, a New York limited liability company (WP LLC), which is the manager of each of the WP VIII Funds and the WP X O&G Funds; and Charles R. Kaye and Joseph P. Landy, who are the
Managing General Partners of WP and the Managing Members and
Co-Chief
Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities (as defined below). Each of the WP VIII Funds, the WP
X O&G Funds, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the Warburg Pincus Entities and, together with Charles R. Kaye and Joseph P. Landy, the Reporting
Persons. Unless set forth below, all previous Items of the Original Schedule 13D are unchanged. Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13D.
Item 1. Security and Issuer.
The Schedule 13D
relates to the shares of common stock, par value $0.01 per share (the Shares), issued by Antero Midstream Corporation, a Delaware corporation (the Issuer). On March 12, 2019, the Issuer was formed as a result of the
conversion of AMGP from a limited partnership to a corporation under the laws of the State of Delaware. The address of the principal executive offices of the Issuer is 1615 Wynkoop Street, Denver, Colorado 80202.
Item 2. Identity and Background
Schedule A
hereto, which amends the Schedule A included in the Original Schedule 13D, sets forth lists of all directors/managers and executive officers or persons holding equivalent positions (the Warburg Scheduled Persons) of each Reporting
Person.
As a result of the Stockholders Agreement (as defined below) described in Item 6 and incorporated into this Item 2 by reference, the
Reporting Persons may be deemed to have formed a Section 13(d) group with (i) the Yorktown Entities, (ii) Mr. Rady, (iii) Mr. Warren and (iv) AR Sub (each as defined below) with respect to the Shares.
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Yorktown Entities: Yorktown Energy Partners V, L.P., a Delaware limited partnership (Yorktown V),
Yorktown Energy Partners VI, L.P., a Delaware limited partnership (Yorktown VI), Yorktown Energy Partners VII, L.P., a Delaware limited partnership (Yorktown VII), Yorktown Energy Partners VIII, L.P., a Delaware limited
partnership (Yorktown VIII and, together with Yorktown V, Yorktown VI and Yorktown VII, the Yorktown Funds), Yorktown V Company LLC, a Delaware limited liability company and the general partner of Yorktown V (Yorktown V
Company), Yorktown VI Company, LP, a Delaware limited partnership and the general partner of Yorktown VI (Yorktown VI Company), Yorktown VII Company LP, a Delaware limited partnership and the general partner of Yorktown VII
(Yorktown VII Company), Yorktown VIII Company LP, a Delaware limited partnership and the general
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