0001104659-13-076440.txt : 20131018
0001104659-13-076440.hdr.sgml : 20131018
20131018170523
ACCESSION NUMBER: 0001104659-13-076440
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131016
FILED AS OF DATE: 20131018
DATE AS OF CHANGE: 20131018
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ANTERO RESOURCES Corp
CENTRAL INDEX KEY: 0001433270
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 800162034
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1625 17TH STREET
STREET 2: SUITE 300
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: 303-357-7325
MAIL ADDRESS:
STREET 1: 1625 17TH STREET
STREET 2: SUITE 300
CITY: DENVER
STATE: CO
ZIP: 80202
FORMER COMPANY:
FORMER CONFORMED NAME: ANTERO RESOURCES APPALACHIAN CORP
DATE OF NAME CHANGE: 20100209
FORMER COMPANY:
FORMER CONFORMED NAME: ANTERO RESOURCES BARNETT CORP
DATE OF NAME CHANGE: 20080424
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAYE CHARLES R
CENTRAL INDEX KEY: 0001239318
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160005
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WARBURG PINCUS LLC
CENTRAL INDEX KEY: 0001162870
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160007
BUSINESS ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus X LLC
CENTRAL INDEX KEY: 0001414564
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160010
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus X, L.P.
CENTRAL INDEX KEY: 0001414561
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160011
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus Private Equity X O&G, L.P.
CENTRAL INDEX KEY: 0001528258
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160012
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.
DATE OF NAME CHANGE: 20110818
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WARBURG PINCUS & CO.
CENTRAL INDEX KEY: 0000929408
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160006
BUSINESS ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
STREET 2: NEW YORK
CITY: NY
STATE: NY
ZIP: 100173147
BUSINESS PHONE: 2128780600
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
STREET 2: NEW YORK
CITY: NY
STATE: NY
ZIP: 100173147
FORMER NAME:
FORMER CONFORMED NAME: WARBURG PINCUS & CO
DATE OF NAME CHANGE: 19940901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus Partners LLC
CENTRAL INDEX KEY: 0001322709
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160008
BUSINESS ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus X Partners, L.P.
CENTRAL INDEX KEY: 0001451560
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160013
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: WARBURG PINCUS X PARTNERS, L.P.
DATE OF NAME CHANGE: 20081208
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Landy Joseph P.
CENTRAL INDEX KEY: 0001220638
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160009
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: LANDY JOSEPH
DATE OF NAME CHANGE: 20030225
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P.
CENTRAL INDEX KEY: 0001414565
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36120
FILM NUMBER: 131160014
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
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2013-10-16
0
0001433270
ANTERO RESOURCES Corp
AR
0001414565
Warburg Pincus Private Equity X, L.P.
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
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Warburg Pincus X Partners, L.P.
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK
NY
10017
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Warburg Pincus Private Equity X O&G, L.P.
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
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1
0
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Warburg Pincus X, L.P.
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
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Warburg Pincus X LLC
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
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NY
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Warburg Pincus Partners LLC
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK
NY
10017
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WARBURG PINCUS LLC
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
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NY
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WARBURG PINCUS & CO.
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK
NY
10017
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KAYE CHARLES R
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK
NY
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0001220638
Landy Joseph P.
C/O WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK
NY
10017
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Common stock, par value $0.01 per share
2013-10-16
4
S
0
3409091
42.02
D
220965909
I
See footnotes
The securities reported herein were issued pursuant to the reorganization that was completed concurrently with, or prior to, the closing of the initial public offering of common stock ("Common Stock") of Antero Resources Corporation (the "Issuer") described in the prospectus dated October 9, 2013, pursuant to which (i) the existing holders of outstanding membership interests of Antero Resources LLC (the "Units"), received equivalent interests in Antero Resources Investment LLC, a Delaware limited liability company ("Antero Investment"), in exchange for such Units and (ii) Antero Resources LLC merged with the Issuer, with the Issuer being the surviving entity. The Warburg Pincus Entities, (as defined below in footnote 4), collectively hold a 38.4% membership interest, and a minority economic interest that is determined based on a multi-level waterfall, in Antero Investment, which directly owns 220,965,909 shares of the Issuer as of the date hereof.
Each of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners," and together with WP X, "WP X Funds"), and Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G") and other affiliates reporting on a separate Form 4 (see Remarks below) hold a beneficial interest in WP Antero, LLC, a Delaware limited liability company ("WP Antero"), an indirect subsidiary of WP X and WP X O&G, a direct subsidiary of WP X Partners and a member in Antero Investments. (cont'd)
Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X Funds and WP X O&G. Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC"), is the general partner of WP X GP. Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP X LLC. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners. (cont'd)
Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds, and WP X O&G. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Co-President of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the WP X Funds, WP X O&G, WP Antero, WP X GP, WP X LLC, WP Partners, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities."
Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock, except to the extent of its indirect pecuniary interest in such shares of Common Stock. The WP X Funds, WP X O&G, WP Antero, WP X GP, WP X LLC, WP Partners and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity.
In connection with the initial public offering (the "IPO") of Common Stock, Antero Resources LLC, a Delaware limited liability company, merged with and into the Issuer, resulting in all of the membership interests in Antero Resources LLC held by Antero Investment immediately prior to the merger being converted into 224,375,000 shares of Common Stock. Pursuant to the exercise by the underwriters of their option to purchase additional shares to cover over-allotments from Antero Investment in connection with the IPO, Antero Investment sold 3,409,091 shares of Common Stock on October 16, 2013.
Due to the limitation on the number of Reporting Persons allowed on Form 4, WP Antero, LLC is included as a Reporting Person on the Form 4 filed by Warburg Pincus Private Equity VIII, L.P. * The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on January 15, 2013 as an exhibit to a statement on Schedule 13D/A filed by Warburg Pincus Private Equity X, L.P. with respect to Talon Therapeutics, Inc. and is hereby incorporated by reference.
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus Private Equity X, L.P.
2013-10-18
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus X Partners, L.P.
2013-10-18
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the GP of Warburg Pincus X, L.P., the GP of Warburg Pincus Private Equity X O&G, L.P.
2013-10-18
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC, the general partner of Warburg Pincus X, L.P.
2013-10-18
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC, the sole member of Warburg Pincus X LLC
2013-10-18
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners LLC
2013-10-18
/s/ Scott A. Arenare, Attorney-in-fact* for Warburg Pincus & Co.
2013-10-18
/s/ Scott A. Arenare, Managing Director, Warburg Pincus LLC
2013-10-18
/s/ Scott A. Arenare, Attorney-in-fact* for Charles R. Kaye
2013-10-18
/s/ Scott A. Arenare, Attorney-in-fact* for Joseph P. Landy
2013-10-18