0001104659-19-031813.txt : 20190524 0001104659-19-031813.hdr.sgml : 20190524 20190524163815 ACCESSION NUMBER: 0001104659-19-031813 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190524 DATE AS OF CHANGE: 20190524 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS GP LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X O&G, L.P. GROUP MEMBERS: WARBURG PINCUS X GP L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P. GROUP MEMBERS: WPP GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Antero Midstream Corp CENTRAL INDEX KEY: 0001623925 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 611748605 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89987 FILM NUMBER: 19854934 BUSINESS ADDRESS: STREET 1: 1615 WYNKOOP STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 357-7310 MAIL ADDRESS: STREET 1: 1615 WYNKOOP STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Antero Midstream GP LP DATE OF NAME CHANGE: 20170505 FORMER COMPANY: FORMER CONFORMED NAME: Antero Resources Midstream Management LLC DATE OF NAME CHANGE: 20141031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity VIII, L.P. CENTRAL INDEX KEY: 0001157334 IRS NUMBER: 134161869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 COMPANY: FORMER CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P DATE OF NAME CHANGE: 20010813 SC 13D/A 1 a19-10543_2sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Antero Midstream Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

03676B 102

(CUSIP Number)

 

c/o Warburg Pincus & Co.

450 Lexington Avenue

New York, NY 10017

212-878-0600

 

With a copy to:

 

Manuel A. Miranda

Willkie Farr and Gallagher LLP

787 Seventh Ave

New Yok, NY 10019

(212) 728-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 21, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
Warburg Pincus Private Equity VIII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
4,032,316

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
4,032,316

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,032,316

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.8% (1)

 

 

14

Type of Reporting Person
PN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

2


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
Warburg Pincus Private Equity X O&G, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
34,834,296

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
34,834,296

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
34,834,296

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.8% (1)

 

 

14

Type of Reporting Person
PN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

3


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Warburg Pincus X, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
35,948,706

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
35,948,706

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
35,948,706

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.1% (1)

 

 

14

Type of Reporting Person
PN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

4


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Warburg Pincus X GP L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
35,948,706

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
35,948,706

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
35,948,706

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.1% (1)

 

 

14

Type of Reporting Person
PN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

5


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
WPP GP LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
35,960,394

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
35,960,394

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
35,960,394

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.1% (1)

 

 

14

Type of Reporting Person
OO

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

6


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Warburg Pincus Partners, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
40,109,589

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
40,109,589

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
40,109,589

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.9% (1)

 

 

14

Type of Reporting Person
PN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

7


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Warburg Pincus Partners GP LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
40,109,589

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
40,109,589

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
40,109,589

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.9% (1)

 

 

14

Type of Reporting Person
PN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

8


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Warburg Pincus & Co.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
40,109,589

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
40,109,589

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
40,109,589

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.9% (1)

 

 

14

Type of Reporting Person
PN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

9


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Warburg Pincus LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
40,109,589

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
40,109,589

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
40,109,589

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.9% (1)

 

 

14

Type of Reporting Person
OO

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

10


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Charles R. Kaye

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
40,109,589

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
40,109,589

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
40,109,589

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.9% (1)

 

 

14

Type of Reporting Person
IN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

11


 

CUSIP No. 03676B 102

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Joseph P. Landy

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
40,109,589

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
40,109,589

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
40,109,589

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.9% (1)

 

 

14

Type of Reporting Person
IN

 


(1)   Based on 506,847,308 shares outstanding as of May 21, 2019.

 

12


 

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,  Amendment No. 2 on October 16, 2018, and by Amendment No. 3 on March 14, 2019 (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.

 

On May 21, 2019, certain funds affiliated with Warburg Pincus LLC sold 15,000,000 shares of common stock of Antero Midstream Corporation.  Separately, also on May 21, 2019, certain funds affiliated with Yorktown Partners, LLC sold 4,000,000 shares of common stock of Antero Midstream Corporation.

 

Item 5.

Interest in Securities of the Issuer.

 

This Item 5 shall be deemed to amend and restate Item 5 to the Original Schedule 13D in its entirety.

 

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 (as defined below), the Reporting Persons, the Warburg Entities and the Yorktown Entities (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 own an aggregate of 208,287,026 Shares for the purpose of Rule 13d-3 under the Act, which would constitute approximately 41.1% of the issued and outstanding Shares and total voting power of the Issuer as of immediately following the consummation of the Transactions. The Yorktown Entities have filed a separate Schedule 13D with respect to their interests and Messrs. Rady and Warren and AR Sub have filed a separate Schedule 13D with respect to their interests. Each of the Stockholders’ Agreement Parties disclaims beneficial ownership of Shares owned by the other Stockholders’ Agreement Parties except to the extent of its pecuniary interest therein.

 

Each of the Other Persons listed below has the following beneficial ownership of Shares (percentages are based on 506,847,308 Shares outstanding as of March 31, 2019):

 

i.     Yorktown V is the record owner of 1,392,602 Shares of the Issuer, representing 0.27% of the outstanding Shares of the Issuer. Because Yorktown V Company is the sole general partner of Yorktown V, it may be deemed to beneficially own 1,392,602 Shares of the Issuer based on its relationship with Yorktown V. Yorktown V Company disclaims beneficial ownership of these Shares except to the extent of its pecuniary interest therein. Yorktown VI is the record owner of 1,463,246 Shares of the Issuer, representing 0.29% of the outstanding Shares of the Issuer. Because Yorktown VI Company is the sole general partner of Yorktown VI, it may be deemed to beneficially own 1,463,246 Shares of the Issuer based on its relationship with Yorktown VI. Because Yorktown VI Associates is the sole general partner of Yorktown VI Company, it may be deemed to beneficially own 1,463,246 Shares of the Issuer based on its relationship with Yorktown VI Company. Yorktown VI Company and Yorktown VI Associates disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest therein. Yorktown VII is the record owner of 3,412,464 Shares of the Issuer, representing 0.67% of the outstanding Shares of the Issuer. Because Yorktown VII Company is the sole general partner of Yorktown VII, it may be deemed to beneficially own 3,412,464 Shares of the Issuer based on its relationship with Yorktown VII Company. Because Yorktown VII Associates is the sole general partner of Yorktown VII Company, it may be deemed to beneficially own 3,412,464 Shares of the Issuer based on its relationship with Yorktown VII. Yorktown VII Company and Yorktown VII Associates disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest therein. Yorktown VIII is the record owner of 5,266,099 Shares of the Issuer, representing 1.04% of the outstanding Shares of the Issuer. Because Yorktown VIII Company is the sole general partner of Yorktown VIII, it may be deemed to beneficially own 5,266,099 Shares of the Issuer based on its relationship with Yorktown VIII. Because Yorktown VIII Associates is the sole general partner of Yorktown VIII Company, it may be deemed to beneficially own 5,266,099 Shares of the Issuer based on its relationship with Yorktown VIII Company. Yorktown VIII Company and Yorktown VIII Associates disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest therein.

 

13


 

ii.   Paul M. Rady is the record owner of 9,634,883 Shares of the Issuer, representing 1.9% of the outstanding Shares of the Issuer. Because Mr. Rady owns a 3.68% limited liability company interest in Mockingbird Investment LLC (“Mockingbird”), and a trust under his control owns the remaining 96.32% in Mockingbird, he may be deemed to beneficially own an additional 19,180,821 Shares of the Issuer owned of record by Mockingbird based on his relationship with Mockingbird. Mr. Rady disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.

 

iii.   Glen C. Warren, Jr. is the record owner of 16,860,517 Shares of the Issuer, representing 3.3% of the outstanding Shares of the Issuer. Because Mr. Warren is the sole member of Canton Investment Holdings LLC (“Canton”), he may be deemed to beneficially own an additional 3,966,804 Shares of the Issuer owned of record by Canton based on his relationship with Canton. Mr. Warren disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein.

 

iv.   Antero Subsidiary Holdings LLC is the record owner of 107,000,001 Shares of the Issuer, representing 21.1% of the outstanding Shares of the Issuer. Because Antero Resources is the sole member of AR Sub, Antero Resources may be deemed to beneficially own all Shares of the Issuer owned by AR Sub based on its relationship with AR Sub. Antero Resources disclaims beneficial ownership of these Shares except to the extent of its pecuniary interest therein.

 

Information with respect to each of the Reporting Persons is given solely by such Reporting Person. No Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person or the Other Persons. Information with respect to each of Other Persons is based on information provided to the Reporting Persons by the Other Persons.

 

On May 21, 2019, WP VIII sold 14,536,517 Shares, WP VIII CV I sold 421,348 Shares and WP-WPVIII Investors sold 42,135 Shares, each such transaction on the open market and at a price of $12.61 per Share. Separately, on May 21, 2019, Yorktown V sold 483,200 Shares, Yorktown VI sold 507,600 Shares, Yorktown VII sold 1,183,600 Shares and Yorktown VIII sold 1,825,600 Shares, each such transaction on the open market and at a price of $12.61 per Share.

 

On April 15, 2019, Messrs. Rady and Warren received 37,108 Shares and 24,739 Shares, respectively, upon vesting and settlement of outstanding restricted stock units pursuant to the Antero Midstream Corporation Long-Term Incentive Plan, in each case net of Shares the Issuer withheld to satisfy their respective tax withholding obligations. Except as described in this Schedule 13D, including the Transaction, none of the Reporting Persons has effected any transactions in the Shares during the past 60 days.

 

Except as set forth in this Item 5 and for persons referred to in Item 2 above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares that may be deemed to be beneficially owned by the Reporting Persons or the Other Persons.

 

14


 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

 

 

 

By: Warburg Pincus Partners, L.P., its general partner

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Partner

 

 

 

WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.

 

 

 

By: Warburg Pincus X, L.P., its general partner

 

By: Warburg Pincus X GP L.P., its general partner

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Partner

 

 

 

WARBURG PINCUS X, L.P.

 

 

 

By: Warburg Pincus X GP L.P., its general partner

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Partner

 

 

 

WARBURG PINCUS X GP L.P.

 

 

 

By: WPP GP LLC, its general partner

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Partner

 

 

15


 

WPP GP LLC

 

 

 

By: Warburg Pincus Partners, L.P., its managing member

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Partner

 

 

 

WARBURG PINCUS PARTNERS, L.P.

 

 

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Partner

 

 

 

WARBURG PINCUS PARTNERS GP LLC

 

 

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Partner

 

 

 

WARBURG PINCUS & CO.

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Partner

 

 

 

WARBURG PINCUS LLC

 

 

 

By:

/s/ Robert B. Knauss

 

Date:                  May 24, 2019

 

Name:

Robert B. Knauss

 

 

Title:

Managing Director

 

 

 

CHARLES R. KAYE

 

 

 

By:

/s/ Charles R. Kaye

 

Date:                  May 24, 2019

 

Name:

Charles R. Kaye

 

 

Title:

Robert B. Knauss, Attorney-in-Fact*

 

 

16


 

JOSEPH P. LANDY

 

 

 

By:

/s/ Joseph P. Landy

 

Date:                  May 24, 2019

 

Name:

Joseph P. Landy

 

 

Title:

Robert B. Knauss, Attorney-in-Fact*

 

 

*                 The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the SEC on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference.

 

17