CUSIP No. 03676B 102
subsidiary of the Issuer, Antero Midstream Newco Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (NewCo), Antero Midstream Merger Sub LLC, a Delaware limited
liability company and wholly owned subsidiary of NewCo (Merger Sub), Antero Midstream Partners GP LLC, a Delaware limited liability company, and Antero Midstream (collectively, the Parties).
Pursuant to the Simplification Agreement, the Parties consummated a series of transactions pursuant to which, among other things: (i) the
Issuer was converted from a limited partnership to a corporation under the laws of the State of Delaware (the Conversion) with each shareholder of AMGP receiving an equivalent number of Shares, (ii) Merger Sub was merged with and
into Antero Midstream, with Antero Midstream surviving such merger as an indirect wholly owned subsidiary of the Issuer (the Merger), as a result of which all outstanding common units of Antero Midstream were converted into an aggregate
of approximately $598.7 million in cash and approximately 303.1 million Shares, and (iii) all of the issued and outstanding Series B Units representing limited liability company interests of IDR Holdings (Series B Units)
were exchanged for an aggregate 17.35 million Shares. All of the Shares reported as beneficially owned by the Reporting Persons in this Schedule 13D, and those beneficially owned by the Other Persons were received pursuant to the Simplification
Agreement as a result of the Conversion, the Merger or the exchange of Series B Units.
The foregoing description of the Simplification
Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Simplification Agreement, a copy of which is filed as Exhibit 2 hereto and is incorporated by reference in its
entirety to this Item 3.
Item 4.
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Purpose of Transaction.
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The description of the terms of the Simplification Agreement as set forth above in Item 3 is incorporated herein by reference. This description
is a summary only and is qualified in its entirety by the terms of the Stockholders Agreement, which is filed as Exhibit 2 to this Schedule 13D, and is incorporated herein by reference.
The Reporting Persons and the Other Persons acquired the Shares for investment purposes, and they intend to review their investments in the
Issuer on a continuing basis. Any actions the Reporting Persons or the Other Persons may undertake may be made at any time and from time to time without prior notice and will be dependent upon the respective Reporting Persons and the Other
Persons review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and
economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The
Reporting Persons and the Other Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons
may engage in discussions with management, the board of directors, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions,
such as: a merger, reorganization or take-private transaction that could result in the
de-listing
or
de-registration
of the Shares; sales or acquisitions of assets or
businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuers business or corporate structure, including changes in management or the composition of the Issuers board of directors
(the Board).
Item 5.
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Interest in Securities of the Issuer.
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The aggregate number and percentage of Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of Shares
as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through
11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As a result of the Stockholders
Agreement, the Reporting Persons and the Other Persons (collectively, the Stockholders Agreement Parties) may be deemed to have formed a Section 13(d) group. If the Stockholders Agreement Parties are deemed to have
formed a Section 13(d) group, such group may be deemed to beneficially