Bond Antero Upstream Partners LP 5.375% ( US03690AAC09 ) in USD

Antero Upstream Partners LP

100 % ▼

United States

US03690AAC09 ( in USD )

5.375% per year ( payment 2 times a year)

14/09/2024 - Bond has expired

Prospectus brochure of the bond Antero Midstream Partners L.P./Antero Midstream Finance Corp US03690AAC09 in USD 5.375%, expired

2 000 USD

650 000 000 USD

03690AAC0

B- ( Highly speculative )

B3 ( Highly speculative )

Antero Midstream Partners L.P. and Antero Midstream Finance Corp. are affiliated entities focused on providing midstream energy services, primarily to Antero Resources, encompassing natural gas gathering, processing, compression, and water handling in the Appalachian Basin.

The Bond issued by Antero Upstream Partners LP ( United States ) , in USD, with the ISIN code US03690AAC09, pays a coupon of 5.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/09/2024

The Bond issued by Antero Upstream Partners LP ( United States ) , in USD, with the ISIN code US03690AAC09, was rated B3 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by Antero Upstream Partners LP ( United States ) , in USD, with the ISIN code US03690AAC09, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B3 1 a2232560z424b3.htm 424B3
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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-218680
PROSPECTUS
Antero Midstream Partners LP
Antero Midstream Finance Corporation
Offer to Exchange
Up to $650,000,000 of
5.375% Senior Notes due 2024
That Have Not Been Registered Under the Securities Act,
which are referred to as the "old notes,"
for
Up to $650,000,000 of
5.375% Senior Notes due 2024
That Have Been Registered Under the Securities Act,
which are referred to as the "new notes"
Terms of the New 5.375% Senior Notes due 2024 Offered in the Exchange Offer:
·
The terms of the new notes are substantially identical to the terms of the old notes that were issued on September 13, 2016, except that
the new notes have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will not contain restrictions
on transfer, registration rights or provisions for additional interest.
Terms of the Exchange Offer:
·
We are offering to exchange up to $650,000,000 of our old notes for an equal principal amount of new notes with substantially identical
terms that have been registered under the Securities Act and are freely tradable.
·
We will exchange old notes that are validly tendered and not validly withdrawn before the Exchange Offer expires for an equal principal
amount of new notes.
·
The Expiration Date for the Exchange Offer is 11:59 p.m., New York City time, on July 27, 2017, unless extended.
·
Tenders of old notes may be withdrawn at any time prior to the expiration of the Exchange Offer.
·
We will not receive any proceeds from the Exchange Offer.
You should carefully consider the risks set forth under "Risk Factors" beginning on page 7 of this prospectus
before participating in the Exchange Offer.
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Each broker-dealer that receives new notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. Please read "Plan of Distribution."
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 June 29, 2017
Table of Contents
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS

ii
CERTAIN TERMS USED IN THIS PROSPECTUS

ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

iii
PROSPECTUS SUMMARY

1
RISK FACTORS

7
USE OF PROCEEDS

12
RATIO OF EARNINGS TO FIXED CHARGES

13
THE EXCHANGE OFFER

14
DESCRIPTION OF NOTES

22
BOOK ENTRY, DELIVERY AND FORM

73
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

76
PLAN OF DISTRIBUTION

77
LEGAL MATTERS

79
EXPERTS

79
WHERE YOU CAN FIND MORE INFORMATION

80
ANNEX A: LETTER OF TRANSMITTAL
A-1
This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this prospectus. We
will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of these filings, other than an exhibit to these
filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost. Requests should be
made by writing us at the following address: 1615 Wynkoop Street, Denver, Colorado 80202, or by calling (303) 357-7310. To obtain timely delivery,
you must request the information no later than July 20, 2017.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-4 that we have filed with the Securities and Exchange Commission (the "SEC"). This
prospectus does not contain all of the information found in the registration statement. Before you decide to participate in the Exchange Offer, please
review the full registration statement, including the information set forth under the heading the "Risk Factors" beginning on page 7 of this prospectus,
the documents described under the heading "Where You Can Find More Information" in this prospectus, the exhibits to the registration statement and
any additional information you may need to make your investment decision. You should rely only on the information contained in the registration
statement, including this prospectus and the accompanying letter of transmittal. We have not authorized anyone to provide you with any other
information and if anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information
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contained in this prospectus is accurate as of any date other than the date as set forth on the front cover. Our business, financial condition and results of
operations may have changed since that date. We will disclose any material changes to such in an amendment to this prospectus or a prospectus
supplement.
We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or
solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make an offer or solicitation.
We are not making any representation to you regarding the legality of your participation in the Exchange Offer under applicable law. You
should consult with your own legal advisors as to the legal, tax, business, financial and related aspects of participating in the Exchange Offer.
CERTAIN TERMS USED IN THIS PROSPECTUS
Unless the context requires otherwise or unless otherwise noted, all references in this prospectus to:
·
"the Partnership," "we," "our," "us" or like terms refer to Antero Midstream Partners LP and its subsidiaries;
·
"Antero Resources" refer to Antero Resources Corporation;
·
"our general partner" refer to Antero Midstream Partners GP LLC and, if the context so requires, its subsidiaries and affiliates.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information in this prospectus, including the documents incorporated by reference herein, includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future
operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking
statements. Words such as "may," "assume," "forecast," "position," "predict," "strategy," "expect," "intend," "plan," "estimate," "anticipate," "believe,"
"project," "budget," "potential," or "continue," and similar expressions are intended to identify forward-looking statements, although not all forward-
looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about
future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary statements described under the heading "Risk Factors" in this prospectus and
in our Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,
which are incorporated by reference herein. These forward-looking statements are based on management's current belief, based on currently available
information, as to the outcome and timing of future events.
Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
·
Antero Resources Corporation's 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 our processing and fractionation joint venture with MarkWest Energy Partners, L.P.;
·
natural gas, natural gas liquids ("NGLs") and oil prices;
·
competition and government regulations;
·
actions taken by third-party producers, operators, processors and transporters;
·
legal or environmental matters;
·
costs of conducting our gathering and compression operations;
·
general economic conditions;
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·
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 report 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, incident to our business. These risks include, but are not limited to, commodity price volatility, 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
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in our Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,
which are incorporated by reference herein.
Should one or more of the risks or uncertainties described or incorporated by reference 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 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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PROSPECTUS SUMMARY
This summary highlights certain information about us and the Exchange Offer. You should carefully read the entire prospectus and the information
incorporated by reference in this prospectus for a more complete understanding of our business and terms of the notes, as well as the tax and other
considerations that are important to you, before making an investment decision. You should pay special attention to the "Risk Factors" section
beginning on page 7 of this prospectus and the risk factors described under the heading "Risk Factors" included in Item 1A of Part I of our Annual
Report on Form 10-K for the year ended December 31, 2016 and Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017, which are incorporated by reference in this prospectus.
Our Company
Overview
We are a growth-oriented master limited partnership formed by Antero Resources Corporation ("Antero Resources") 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 natural gas, NGLs and oil from Antero Resources' wells in the Marcellus Shale in West
Virginia and the Utica Shale in Ohio. Our assets also include two independent fresh water delivery systems that deliver fresh water from the Ohio River,
several regional waterways, and wastewater handling services for well completion operations in Antero Resources' operating areas. 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. The wastewater handling services consist of wastewater transportation, disposal,
and treatment, including a water treatment facility currently under construction.
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For additional information regarding our company and our financial statements, see "Where You Can Find More Information."
Principal Executive Offices
Our principal executive offices are located at 1615 Wynkoop Street, Denver, Colorado 80202, and our telephone number is (303) 357-7310. Our
website address is www.anteromidstream.com. Except for information specifically incorporated by reference into this prospectus that may be accessed
from our website, the information on our website is not part of this prospectus, and you should rely only on information contained or incorporated by
reference in this prospectus when making a decision as to whether or not to tender your notes.
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The Exchange Offer
The following summary contains basic information about the Exchange Offer and is not intended to be complete. For a more complete
understanding of the Exchange Offer, please refer to the section entitled "The Exchange Offer" in this prospectus.
On September 13, 2016, we issued $650 million in aggregate principal amount of 5.375% Senior Notes due 2024, which we refer to herein as the
"old notes." Certain of our subsidiaries guaranteed the old notes. The old notes were issued, and the new notes will be issued, under the Indenture (as
such term is defined herein).
At closing of the old notes offering on September 13, 2016, we and the subsidiary guarantors entered into a Registration Rights Agreement dated
September 13, 2016 (the "Registration Rights Agreement") with the initial purchasers in the private offerings, pursuant to which all of us agreed to
deliver to you this prospectus and use our commercially reasonable efforts to complete the Exchange Offer by September 13, 2017.
Exchange Offer We are offering to exchange the new notes for the old notes.

Expiration Date
The Exchange Offer will expire at 11:59 p.m., New York City time, on July 27, 2017, unless we decide to extend it (such date and
time, as may be extended from time to time, the "Expiration Date").

Condition to the
The Registration Rights Agreement does not require us to accept old notes for exchange if the exchange offer, or the making of any
Exchange
exchange by a holder of the old notes, would violate any applicable law or interpretation of the staff of the Securities and Exchange
Offer
Commission.

The Exchange Offer is conditioned upon the effectiveness of this registration statement and certain other customary conditions, as
discussed in "The Exchange Offer--Conditions to the Exchange Offer."

The Exchange Offer is not conditioned on a minimum aggregate principal amount of old notes being tendered.

Consequences If
Old notes that are not tendered in the Exchange Offer or that are not accepted for exchange will continue to be subject to the
You Do Not
restrictions on transfer described in the legend on your old notes. In general, you may only offer or sell the old notes if they are
Exchange
registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these
Your Old
requirements. After the completion of the Exchange Offer, we will no longer have an obligation to register the old notes, except in
Notes
limited circumstances as required by the Registration Rights Agreement. The tender of old notes under the Exchange Offer will
reduce the principal amount of the currently outstanding old notes. The corresponding reduction in liquidity may have an adverse
effect upon, and increase the volatility of, the market price of any old notes that you continue to hold following completion of the
Exchange Offer.
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For more information, see "The Exchange Offer--Consequences of Not Tendering."

Procedures
To participate in the Exchange Offer, you must follow the procedures established by The Depository Trust Company ("DTC") for
for
tendering notes held in book-entry form. These procedures for using DTC's Automated Tender Offer Program ("ATOP") require that
Tendering
(i) the Exchange Agent receive, prior to the Expiration Date of the Exchange Offer, a computer-generated message known as an
Old Notes
"agent's message" that is transmitted through DTC's automated tender offer program, and (ii) DTC confirms that:

· DTC has received your instructions to exchange your notes; and

· you agree to be bound by the terms of the letter of transmittal.

For more information on tendering your old notes, see "The Exchange Offer--Terms of the Exchange Offer" and "The Exchange Offer
--Procedures for Tendering."

Guaranteed
Delivery
Procedures
None.

Withdrawal
You may withdraw your tender of old notes at any time prior to the Expiration Date. Any withdrawn old notes will be credited to the
of Tenders
tendering holder's account at DTC or, if the withdrawn old notes are held in certificated form, will be returned to the tendering holder.
We will accept for exchange any and all old notes validly tendered and not validly withdrawn prior to 11:59 p.m., New York City time,
on the Expiration Date. Please see "The Exchange Offer--Withdrawal of Tenders."

Acceptance of
Old Notes
If you fulfill all conditions required for proper acceptance of old notes, we will accept any and all old notes that you validly tender in
and
the Exchange Offer before 11:59 p.m., New York City time, on the Expiration Date. We will return any old notes that we do not accept
Delivery of
for exchange to you without expense promptly after the Expiration Date and acceptance of the old notes for exchange. Please refer to
New Notes
the section in this prospectus entitled "The Exchange Offer--Terms of the Exchange Offer."

Fees and
Expenses
We will bear expenses related to the Exchange Offer. Please see "The Exchange Offer--Fees and Expenses."

Use of
The issuance of the new notes will not provide us with any new proceeds. We are making the Exchange Offer solely to satisfy our
Proceeds
obligations under the Registration Rights Agreement.
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U.S. Federal Income Tax Consequences The exchange of new notes for old notes in the Exchange Offer will not be a taxable event for U.S. federal
income tax purposes. Please see "Certain United States Federal Income Tax Consequences."

Exchange Agent
We have appointed Wells Fargo Bank, National Association, as Exchange Agent for the Exchange Offer
(the "Exchange Agent"). You should direct questions and requests for assistance and requests for additional
copies of this prospectus or the letter of transmittal to the Exchange Agent addressed as follows:

By Registered & Certified Mail:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
PO Box 1517
Minneapolis, Minnesota 55480

By regular mail or overnight courier:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
Sixth & Marquette Avenue
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Minneapolis, Minnesota 55479

In person by hand only:
Wells Fargo Bank, N.A.
12th Floor--Northstar East Building
Corporate Trust Operations
608 Second Avenue South
Minneapolis, Minnesota 55402

Eligible institutions may make requests by facsimile at (877) 407-4679 and may confirm facsimile delivery
by calling (800) 344-5128.
Terms of the New Notes
The following summary contains basic information about the new notes and is not intended to be complete. For a more complete understanding of
the new notes, please refer to the section entitled "Description of Notes" in this prospectus.
The new notes will be substantially identical to the old notes, except that the new notes have been registered under the Securities Act and will not
have restrictions on transfer, registration rights or provisions for additional interest. The new notes will evidence the same debt as the old notes, and the
same Indenture will govern the new notes and the old notes. We refer to the new notes and the old notes collectively as the "notes."
Issuers
Antero Midstream Partners LP and Antero Midstream Finance Corporation.

Notes Offered
$650,000,000 aggregate principal amount of 5.375% Senior Notes due 2024.
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Maturity Date
September 15, 2024.

Interest Rate
5.375%.

Interest Payment Dates
Interest on the new notes will be payable semi-annually in arrears on March 15 and September 15 of each
year with the initial interest payment date being September 15, 2017. Interest will accrue on the new notes
from March 15, 2017.

Ranking
The new notes and the related guarantees, like the old notes and the related guarantees, will be senior
unsecured obligations of the issuers and the guarantors and will rank:

· equally in right of payment to any of the issuers' and the guarantors' existing and future senior
indebtedness;

· senior in right of payment to any of the issuers' and the guarantors' future subordinated indebtedness;

· effectively subordinated to any of the issuers' and the guarantors' existing and future secured
indebtedness, including indebtedness under our revolving credit facility to the extent of the value of the
assets securing such debt; and

· structurally subordinated to all liabilities of our subsidiaries (other than Antero Midstream Finance
Corporation) that do not guarantee the notes.

Guarantees
The payment of the principal, premium and interest on the notes is currently fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by all of our existing subsidiaries (other than
Antero Midstream Finance Corporation) and will be so guaranteed by our future wholly-owned domestic
subsidiaries that guarantee certain of our indebtedness. The guarantees are also subject to release in certain
circumstances. See "Description of Notes--Note guarantees."

Optional Redemption
At any time prior to September 15, 2019, we may redeem up to 35% of the aggregate principal amount of
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the notes at a redemption price equal to 105.375% of the principal amount, plus accrued and unpaid interest,
if any, to the redemption date, with an amount of cash not greater than the net proceeds from certain equity
offerings.

In addition, we may redeem some or all of the notes on or after September 15, 2019 at the redemption prices
set forth in this prospectus, plus accrued and unpaid interest, if any, to the redemption date. The redemption
prices are described under "Description of Notes--Optional redemption." Prior to September 15, 2019, we
may, at our option, redeem the notes, in whole or in part, at a make-whole premium plus accrued and
unpaid interest, if any, to the redemption date.
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Offer to
If we or our restricted subsidiaries sell assets, or experience a change of control, we may be required to offer to repurchase the notes
Repurchase
at the prices set forth under "Description of Notes--Repurchase at the option of holders."

Certain
The indenture governing the notes contains covenants that limit our ability and the ability of our restricted subsidiaries to, among
Covenants
other things:

· incur additional indebtedness;

· make investments;

· sell assets;

· incur certain liens;

· pay distributions or dividends on equity or purchase, redeem or otherwise acquire equity;

· enter into transactions with affiliates; and

· consolidate, merge or sell all or substantially all of our assets.

These covenants are subject to important exceptions and qualifications, which are described under the heading "Description of Notes"
in this prospectus.

At any time after the notes are rated investment grade by both Moody's and S&P Global Ratings (provided at such time no default or
event of default has occurred and is continuing under the indenture), many of the foregoing covenants will terminate. See "Description
of Notes--Certain covenants--Termination of covenants."

Absence of a
Market for
The new notes will be freely transferable but will also be new securities for which there will not initially be a market. We do not
the New
intend to apply for a listing of the new notes on any securities exchange or any automated dealer quotation system. Accordingly, there
Notes
can be no assurance as to the development or liquidity of any market for the new notes.

Denominations The new notes will be issued in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

Risk Factors
For a discussion of certain risks that should be considered in connection with an investment in the new notes and the specific factors
relating to us and the Exchange Offer, please read the section entitled "Risk Factors" in this prospectus.
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RISK FACTORS
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An investment in the new notes involves risks. You should carefully consider all of the information contained in this prospectus and the documents
incorporated by reference as provided under "Where You Can Find More Information," including our Annual Report on Form 10-K for the year ended
December 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. This prospectus and the documents incorporated by
reference also contain forward-looking statements that involve risks and uncertainties. Please read "Cautionary Statement Regarding Forward-Looking
Statements." Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including
the risks described below, elsewhere in this prospectus and in the documents incorporated by reference. If any of these risks occur, our business,
financial condition or results of operation could suffer. In addition to the other information set forth elsewhere in this prospectus, investors should
carefully consider the following factors relating to the notes and the Exchange Offer before making an investment in the new notes.
Risks Related to the Notes and the Exchange Offer
If you do not properly tender your old notes, you will continue to hold unregistered old notes and your ability to transfer old notes will remain
restricted and may be adversely affected.
We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure
timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent is
required to tell you of any defects or irregularities with respect to your tender of old notes.
If you do not exchange your old notes for new notes pursuant to the Exchange Offer, the old notes you hold will continue to be subject to the
existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. We do not plan to register old notes under the Securities Act unless the Registration Rights
Agreement requires us to do so. Further, if you continue to hold any old notes after the Exchange Offer is consummated, you may have trouble selling
them because there will be fewer of these notes outstanding.
Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading
market will develop for the new notes.
The old notes have not been registered under the Securities Act, and may not be resold by purchasers thereof unless the old notes are subsequently
registered or an exemption from the registration requirements of the Securities Act is available. However, we cannot assure you that, even following
registration or exchange of the old notes for new notes, that an active trading market for the old notes or the new notes will exist, and we will have no
obligation to create such a market. At the time of the private placement of the old notes, the initial purchasers advised us that they intended to make a
market in the old notes and, if issued, the new notes. The initial purchasers are not obligated, however, to make a market in the old notes or the new
notes and any market-making may be discontinued at any time at their sole discretion. No assurance can be given as to the liquidity of or trading market
for the old notes or the new notes.
The liquidity of any trading market for the notes and the market price quoted for the notes will depend upon the number of holders of the notes, the
overall market for high yield securities, our financial performance or prospects or the prospects for companies in our industry generally, the interest of
securities dealers in making a market in the notes and other factors.
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Our partnership agreement limits our ability to accumulate cash, which may limit cash available to service the notes or to repay them at maturity.
Our partnership agreement requires us to distribute on a quarterly basis, 100% of our available cash to our unitholders of record and our general
partner. Available cash is generally all of our cash on hand at the end of each quarter, after payment of fees and expenses and the establishment of cash
reserves by our general partner. Our general partner determines the amount and timing of cash distributions and has broad discretion to establish and
make additions to our reserves or the reserves of our operating subsidiaries in amounts our general partner determines to be necessary or appropriate:
·
to provide for the proper conduct of our business and the businesses of our operating subsidiaries (including reserves for future capital
expenditures and for our anticipated future credit needs);
·
to provide funds for distributions to our unitholders and our general partner for any one or more of the next four calendar quarters; or
·
to comply with applicable law or any of our loan or other agreements.
Depending on the timing and amount of our cash distributions to unitholders and because we are not required to accumulate cash for the purpose of
meeting obligations to holders of any notes, such distributions could significantly reduce the cash available to us in subsequent periods to make
payments on the notes.
Your right to receive payments on these notes is effectively subordinated to the rights of our existing and future secured creditors. Further, the
guarantees of these notes are effectively subordinated to all our guarantors' existing and future secured indebtedness.
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The notes are effectively subordinated to claims of our secured creditors and the guarantees are effectively subordinated to the claims of our
secured creditors as well as the secured creditors of our subsidiary guarantors. As of March 31, 2017, we had approximately $200 million of secured
indebtedness under the revolving credit facility. In the event of any distribution or sale of our assets in any foreclosure, dissolution, winding-up,
liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those of our assets that constitute
their collateral. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the
notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets.
In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes
may receive less, ratably, than holders of secured indebtedness.
The notes will be structurally subordinated to all obligations of our future subsidiaries that do not guarantee the notes.
Although all of our subsidiaries, other than Antero Midstream Finance Corporation, the co-issuer of the notes, currently guarantee the notes, in the
future, under certain circumstances, the guarantees are subject to release and we may have subsidiaries that are not guarantors. See "Description of
Notes--Brief description of the notes and the guarantees--The note guarantees." In the event of a bankruptcy, liquidation or reorganization of any of
our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the
assets of those subsidiaries before any assets are made available for distribution to us.
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Table of Contents
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures will depend on
our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and
other factors that are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under
our revolving credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity
needs. We may need to refinance all or a portion of our indebtedness, including the notes on or before maturity. We cannot assure you that we will be
able to refinance any of our indebtedness, including our revolving credit facility and the notes, on commercially reasonable terms or at all.
Our leverage may limit our ability to borrow additional funds, comply with the terms of our indebtedness or capitalize on business opportunities.
As of March 31, 2017, our total outstanding long-term debt, including current maturities, was approximately $840 million. Various limitations in
our revolving credit facility expiring in November 2019 and the indenture governing the notes may reduce our ability to incur additional debt, to engage
in some transactions and to capitalize on business opportunities. Any subsequent refinancing of our current indebtedness or any new indebtedness could
have similar or greater restrictions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Capital Resources
and Liquidity," in our Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017.
Our leverage could have important consequences to investors in the notes. We will require substantial cash flow to meet our payment obligations
with respect to the notes and our other indebtedness. Our ability to make scheduled payments, to refinance our obligations with respect to our
indebtedness or our ability to obtain additional financing in the future will depend on our financial and operating performance, which, in turn, is subject
to prevailing economic conditions and to financial, business and other factors. We believe that we have sufficient cash flow from operations and
available borrowings under our revolving credit facility to service our indebtedness. However, a significant downturn in our business or other
development adversely affecting our cash flow could materially impair our ability to service our indebtedness. If our cash flow and capital resources are
not sufficient to fund our debt service obligations, we may be forced to refinance all or a portion of our debt or sell assets. We cannot assure you that
we would be able to refinance our existing indebtedness or sell assets on terms that are commercially reasonable.
Our revolving credit facility contains, and future instruments governing our debt may contain, restrictive covenants that may prevent us from
engaging in certain beneficial transactions. For example, our revolving credit facility generally requires us to comply with various affirmative and
negative covenants including the maintenance of certain financial ratios and restrictions on incurring additional debt, entering into mergers,
consolidations and sales of assets, making investments and granting liens. Our leverage may adversely affect our ability to fund future working capital,
capital expenditures and other general partnership requirements, future acquisitions, construction or development activities, or to otherwise fully realize
the value of our assets and opportunities because of the need to dedicate a substantial portion of our cash flow from operations to payments on our
indebtedness or to comply with any restrictive terms of our indebtedness. Our leverage may also make our results of operations more susceptible to
adverse economic and industry conditions by limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which
we operate and may place us at a competitive disadvantage as compared to our competitors that have less debt.
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https://www.sec.gov/Archives/edgar/data/1598968/000104746917004340/a2232560z424b3.htm[6/30/2017 10:13:07 AM]

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