Attached files

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EX-99.1 - EX-99.1 - Antero Midstream GP LPamgp-20171231ex99141b34c.htm
EX-32.2 - EX-32.2 - Antero Midstream GP LPamgp-20171231ex322cf5de7.htm
EX-32.1 - EX-32.1 - Antero Midstream GP LPamgp-20171231ex32161606d.htm
EX-31.2 - EX-31.2 - Antero Midstream GP LPamgp-20171231ex31227b2bc.htm
EX-31.1 - EX-31.1 - Antero Midstream GP LPamgp-20171231ex311fbbe41.htm
EX-23.1 - EX-23.1 - Antero Midstream GP LPamgp-20171231ex2315fae46.htm
EX-21.1 - EX-21.1 - Antero Midstream GP LPamgp-20171231ex21111a8be.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10‑K


 

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001‑38075

ANTERO MIDSTREAM GP LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
(State or other jurisdiction of
incorporation or organization)

61‑1748605
(IRS Employer
Identification No.)

 

 

1615 Wynkoop Street
Denver Colorado
(Address of principal executive offices)

80202
(Zip Code)

 

(303) 357‑7310

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

 

 

 

 

Title of Each Class

  

Name of Each Exchange on which Registered

Common Shares Representing Limited Partner Interests

 

New York Stock Exchange

 

Securities Registered Pursuant to Section 12(g) of the Act: None.


Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes  ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes  ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

 

 

 

 

 

Large accelerated filer  ☐

 

Accelerated filer  ☐

 

Non-accelerated filer  ☒

 

Smaller reporting company ☐

 

Emerging growth company  ☒

 

(Do not check if a smaller reporting company)

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). ☐ Yes  ☒ No

The aggregate market value of the registrant’s common shares representing limited partner interests held by non-affiliates of the registrant as of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $2.0 billion based on the closing price of Antero Midstream GP LP’s common shares representing limited partner interests as reported on the New York Stock Exchange of $21.98.

As of February 8, 2018, there were 186,189,699 common shares representing limited partner interests outstanding.

Documents incorporated by reference: Antero Midstream Partners LP Annual Report on Form 10-K for the year ended December 31, 2017

 

 


 

 

 

 

 

 

 

 

 

 

EXPLANATORY NOTE

Antero Midstream GP LP (“AMGP”) was originally formed as Antero Resources Midstream Management LLC (“ARMM”) in 2013, to become the general partner of Antero Midstream Partners LP (“Antero Midstream”), a master limited partnership that is publicly traded on the New York Stock Exchange (NYSE: AM). On May 4, 2017, ARMM converted from a Delaware limited liability company to a Delaware limited partnership and changed its name to Antero Midstream GP LP in connection with our initial public offering (“IPO”). Unless the context otherwise requires, references to “we” and “our” refer to: (i) for the period prior to May 4, 2017, ARMM, and (ii) beginning on May 4, 2017, AMGP. We are traded on the New York Stock Exchange (NYSE: AMGP). We own 100% of the membership interests of Antero Midstream Partners GP LLC (“AMP GP”), which owns the non-economic general partner interest in Antero Midstream, and we own all of the Series A capital interests in Antero IDR Holdings LLC (“IDR LLC”), which owns the incentive distribution rights (“IDRs”) in Antero Midstream. IDR distributions earned by us through May 9, 2017, net of any related liabilities including income taxes through that date and expenses of the IPO, were distributed to Antero Resources Investment LLC (“Antero Investment”), the sole member of ARMM for all periods prior to the IPO which was liquidated on October 31, 2017.

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

Page

CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS 

 

PART I 

 

5

Items 1 and 2. 

Business and Properties

5

Item 1A. 

Risk Factors

8

Item 1B. 

Unresolved Staff Comments

20

Item 3. 

Legal Proceedings

20

Item 4. 

Mine Safety Disclosures

20

PART II 

21

Item 5. 

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

21

Item 6. 

Selected Financial Data

22

Item 7. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 7A. 

Quantitative and Qualitative Disclosures About Market Risk

28

Item 8. 

Financial Statements and Supplementary Data

28

Item 9. 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

28

Item 9A. 

Controls and Procedures

29

Item 9B. 

Other Information

29

PART III 

31

Item 10. 

Directors, Executive Officers, and Corporate Governance

31

Item 11. 

Executive Compensation

38

Item 12. 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

51

Item 13. 

Certain Relationships and Related Transactions and Director Independence

55

Item 14. 

Principal Accountant Fees and Services

60

PART IV 

61

Item 15. 

Exhibits and Consolidated Financial Statement Schedules

61

 

 

 

 

 


 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this report may contain forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed and actual results may vary materially. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Annual Report on Form 10‑K. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. We own the general partner of Antero Midstream Partners LP (NYSE: AM) (“Antero Midstream”) and all of the capital interests in the owner of the incentive distribution rights (“IDRs”) in Antero Midstream. Antero Midstream is a master limited partnership 52.9% owned by Antero Resources Corporation (NYSE: AR) (“Antero Resources”) that was formed to primarily service Antero Resources’ production and completion activity in the Appalachian Basin’s Marcellus Shale and Utica Shale located in West Virginia and Ohio. Because the IDRs are our sole source of revenues, all potential risks and uncertainties that affect the results of operations, financial condition, or forecasts of future events of both Antero Resources and Antero Midstream will also affect us. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

·

our ability to pay distributions to our common shareholders;

·

our expected receipt of, and the amounts of, distributions from Antero Midstream and IDR LLC in respect of the IDRs;

·

Antero Resources’ expected production and ability to execute its drilling and development plan;

·

our and Antero Midstream’s business strategies;

·

Antero Midstream’s ability to realize the anticipated benefits of investing in unconsolidated affiliates;

·

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 gathering and compression operations;

·

general economic conditions;

·

credit markets;

·

operating hazards, natural disasters, weather related delays, casualty losses and other matters beyond our control;

·

uncertainty regarding Antero Midstream’s future operating results; and

·

plans, objectives, expectations and intentions contained in this report that are not historical.

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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 and Antero Midstream’s control, incident to Antero Midstream’s 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 flows and access to capital, the timing of development expenditures, and the other risks described under “Risk Factors” in this Annual Report on Form 10‑K and in Antero Midstream’s Annual Report on Form 10‑K for the year ended December 31, 2017, which has been included in this filing as Exhibit 99.1 and incorporated herein by reference.

Should one or more of the risks or uncertainties described in this report occur, or should underlying assumptions prove incorrect, our and Antero Midstream’s 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 report are 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 Annual Report on Form 10‑K.

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GLOSSARY OF COMMONLY USED TERMS

The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and gas industry:

“Bbl or barrel.”  One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate, NGLs, or water.

“CPI.”  Consumer Price Index.

“DOT.”  Department of Transportation.

“EPA.”  Environmental Protection Agency.

“Expansion capital expenditures.” Cash expenditures to construct new midstream infrastructure and those expenditures incurred in order to extend the useful lives of our assets, reduce costs, increase revenues or increase system throughput or capacity from current levels, including well connections that increase existing system throughput.

“FERC.”  Federal Energy Regulatory Commission.

“Field.”  An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.high pressure pipelines:  Pipelines gathering or transporting natural gas that has been dehydrated and compressed to the pressure of the downstream pipelines or processing plants.

“Hydrocarbon.”  An organic compound containing only carbon and hydrogen.

“Joint Venture.” The joint venture entered into on February 6, 2017 between Antero Midstream and MarkWest Energy Partners, L.P. (“MarkWest”), a wholly owned subsidiary of MPLX, LP (“MPLX”), to develop processing and fractionation assets in Appalachia.

“Mcf.”  One thousand cubic feet of natural gas.

“MMBtu.”  One million British thermal units.

“Natural gas.”  Hydrocarbon gas found in the earth, composed of methane, ethane, butane, propane and other gases.

“NGLs.”  Natural gas liquids. Hydrocarbons found in natural gas which may be extracted as purity products such as ethane, propane, isobutane and normal butane, and natural gasoline.

“Oil.”  Crude oil and condensate.

“SEC.”  United States Securities and Exchange Commission.

“Sponsors.” The entities and individuals that collectively own 100% of the membership interest in our general partner, including Warburg Pincus LLC (“Warburg”), certain funds affiliated with Yorktown Partners LLC, Paul M. Rady and Glen C. Warren, Jr.

“Throughput.”  The volume of product transported or passing through a pipeline, plant, terminal or other facility.

“WTI.” West Texas Intermediate light sweet crude oil.

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PART I

References in this Annual Report on Form 10‑K to “ARMM,” “we,” “our,” “us” or like terms, when referring to periods prior to May 4, 2017, refer to our predecessor, Antero Resources Midstream Management LLC. References to “AMGP,” “we,” “our,” “us” or like terms, when referring to periods beginning on May 4, 2017 and prospectively, refer to Antero Midstream GP LP.

Items 1 and 2. Business and Properties

Our Business

Antero Midstream GP LP (“AMGP”) was originally formed as Antero Resources Midstream Management LLC (“ARMM”) in 2013 to become the general partner of Antero Midstream Partners LP (“Antero Midstream”), a master limited partnership that is publicly traded on the New York Stock Exchange (NYSE: AM). On May 4, 2017, ARMM converted from a Delaware limited liability company to a Delaware limited partnership and changed its name to Antero Midstream GP LP in connection with our initial public offering (“IPO”). We own 100% of the membership interests of Antero Midstream Partners GP LLC (“AMP GP”), which owns the non-economic general partner interest in Antero Midstream, and we own all of the Series A capital interests (“Series A Units”) in Antero IDR Holdings LLC (“IDR LLC”), which owns the incentive distribution rights (“IDRs”) in Antero Midstream. IDR LLC also has Series B profits interests (“Series B Units”) outstanding that entitle the holders to receive up to 6% of the distributions that Antero Midstream makes on the IDRs in excess of $7.5 million per quarter, subject to certain vesting conditions. We are taxed as a corporation for U.S. federal income tax purposes and we refer to our outstanding limited partner interests as common shares.

Our only income results from distributions made on the IDRs of Antero Midstream. The Antero Midstream IDRs entitle holders to receive cash distributions from Antero Midstream when distributions exceed certain target amounts.

We are managed by our general partner, AMGP GP LLC (“AMGP GP”), which establishes the quarterly cash distribution payable to shareholders. AMGP GP has a board of directors appointed by our Sponsors. Following the completion of our IPO, certain of our directors and executive officers own AMGP common shares as well as Series B Units in IDR LLC. In addition, certain of our directors and executive officers own a portion of Antero Resources Corporation’s (“Antero Resources”) (NYSE: AR) common stock and Antero Midstream’s common units. We have an agreement with Antero Resources, under which Antero Resources provides general and administrative services to us for a fee of $0.5 million per year, subject to annual inflation adjustments. We also incur recurring direct expenses for the costs associated with being a publicly traded entity.

IDR distributions earned by us through May 9, 2017, net of any related liabilities including income taxes through that date and expenses of the IPO, were distributed to Antero Investment prior to its liquidation.

Our Relationship with Antero Midstream

Antero Midstream is a growth‑oriented master limited partnership 52.9% owned by Antero Resources and formed to own, operate and develop midstream energy infrastructure primarily to service Antero Resources’ rapidly increasing production and completion activity under long‑term, fixed‑fee contracts. Antero Midstream’s assets are located both in the southwestern core of the Marcellus Shale in northwest West Virginia and in the core of the Utica Shale in southern Ohio, which Antero Resources believes are two of the premier North American shale plays and are its primary operating areas.

Antero Midstream’s assets consist of gathering pipelines, compressor stations, processing and fractionation plants and water handling and treatment infrastructure, through which Antero Midstream provides gathering, compression, processing, fractionation and integrated water services, including fresh water delivery services and other fluid handling services. These services are provided to Antero Resources under long-term, fixed-fee contracts, limiting Antero Midstream’s direct exposure to commodity price volatility. As of December 31, 2017, all of Antero Resources’ approximate 705,000 gross acres (620,000 net acres) are dedicated to Antero Midstream for gathering, compression and water services, except for approximately 156,000 gross acres subject to third party gathering and compression commitments. Under its agreements with Antero Midstream, and subject to any pre-existing dedications or other third

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party commitments, Antero Resources has dedicated to Antero Midstream all of its current and future acreage in West Virginia, Ohio and Pennsylvania for gathering and compression services and all of its acreage within defined services areas in West Virginia and Ohio for water services. Antero Midstream also has certain rights of first offer with respect to gathering, compression, processing and fractionation services and water services for acreage located outside of the existing dedicated areas. The gathering and compression and water services agreements each have a 20-year initial term and are subject to automatic annual renewal after the initial term. Antero Midstream also owns a 15% equity interest in the gathering system of Stonewall Gas Gathering LLC (“Stonewall”) and a 50% equity interest in the Joint Venture to develop processing and fractionation assets in Appalachia with MarkWest, a wholly owned subsidiary of MPLX. In connection with Antero Midstream’s entry into the Joint Venture with MarkWest, Antero Midstream released to the Joint Venture its right to provide certain processing and fractionation services on 195,000 gross acres held by Antero Resources in Ritchie, Tyler and Wetzel Counties in West Virginia. The processing and fractionation arrangements are underpinned by long-term agreements subject to automatic annual renewal after the initial term.

Our results of operations, financial position and cash flows are dependent on the results of operations, financial position and cash flows of Antero Midstream. We are highly dependent on Antero Midstream as we expect to derive all of our income from distributions made on the IDRs of Antero Midstream for the foreseeable future. Accordingly, we are indirectly subject to the business risks of Antero Midstream. For additional information, please read “Risk Factors—Risks Inherent in an Investment in Us.” Because our income is derived from Antero Midstream, any development that materially and adversely affects Antero Midstream’s operations, financial condition or market reputation could affect their ability to make cash distributions, and therefore could have a material adverse impact on us. As a result, our consolidated financial statements should be read in conjunction with Antero Midstream’s consolidated financial statements and notes thereto presented in its Annual Report on Form 10-K for the year ended December 31, 2017.

 

For a discussion of Antero Midstream’s business and properties, please read Items 1 and 2. “Business and Properties” of Antero Midstream’s Annual Report on Form 10‑K for the year ended December 31, 2017, which has been included in this filing as Exhibit 99.1 and incorporated herein by reference, as the activities of Antero Midstream have a significant impact on our results of operations and financial position.

 

Initial Public Offering and Cash Distributions

On May 9, 2017, we completed our IPO of 37,250,000 common shares representing limited partnership interests at a price of $23.50 per common share. All of the common shares sold in the offering were offered by the selling shareholder. We did not receive any of the proceeds from the offering.

The board of directors of our general partner has declared cash distributions of $0.027, $0.059, and $0.075 per share for the second, third and fourth quarters of 2017, respectively.

Employees

We and our general partner have no employees. All of our officers and other personnel necessary for our business to function (to the extent not outsourced) are employed by Antero Resources, and we pay Antero Resources an annual fee for corporate, general and administrative services. This fee is initially $0.5 million per year and is subject to adjustment on an annual basis, beginning on January 1, 2018, based on the CPI. The fee is also subject to adjustment to reflect any increase in the cost of providing services due to changes in applicable law, rules or regulations and any increase in the scope and extent of the services provided. The fee will not be decreased below the initial fee unless the type or extent of services provided materially decreases.

Antero Midstream does not have any employees. The officers of AMP GP, who are also officers of Antero Resources manage its operations and activities. As of December 31, 2017, Antero Resources employed approximately 593 people who provide support to Antero Midstream’s operations. All of the employees required to conduct and support Antero Midstream’s operations are employed by Antero Resources and all of Antero Midstream’s direct, full‑time personnel are subject to the services agreement with Antero Midstream’s general partner and Antero Resources. Antero Resources considers its relations with its employees to be satisfactory. Additionally, Antero Midstream has a secondment agreement whereby Antero Resources provides seconded employees to perform certain operational services with respect

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to Antero Midstream’s gathering and compression assets and water handling and treatment assets for a 20‑year period from the initial term of such agreement.

Address, Internet Website and Availability of Public Filings

Our principal executive offices are at 1615 Wynkoop Street, Denver, Colorado 80202. Our telephone number is (303) 357‑7310. Our website is located at www.anteromidstreamgp.com.

We furnish or file with the Securities and Exchange Commission (the “SEC”) our Annual Reports on Form 10‑K, our Quarterly Reports on From 10‑Q, and our Current Reports on Form 8‑K. We make these documents available free of charge at www.anteromidstreamgp.com under the “Investors Relations” link as soon as reasonably practicable after they are filed or furnished with the SEC.

Information on our website is not incorporated into this Annual Report on Form 10‑K or our other filings with the SEC and is not a part of them.

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Item 1A. Risk Factors

Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. Because of our relationship with Antero Midstream and its relationship with Antero Resources, adverse developments or announcements concerning Antero Midstream or Antero Resources could materially adversely affect our business. You should carefully consider the following risk factors together with all of the other information included in this Annual Report on Form 10‑K, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” in evaluating an investment in our common shares.

 

If any of the following risks were to occur, our business, financial condition, results of operations and cash available for distribution could be materially adversely affected.

 

For a discussion of Antero Midstream’s risk factors, please read Item 1A. “Risk Factors” of Antero Midstream’s Annual Report on Form 10‑K for the year ended December 31, 2017, which has been included in this filing as Exhibit 99.1 and incorporated herein by reference, as the activities of Antero Midstream have a significant impact on our results of operations and financial position.

 

Risks Inherent in an Investment in Us

Our cash flows are entirely dependent upon the ability of Antero Midstream to make cash distributions on the IDRs.

We own all of the capital interests in IDR LLC, which owns all of the IDRs in Antero Midstream. Accordingly, the source of our earnings and cash flows currently consist exclusively of cash distributions from IDR LLC, which consist exclusively of cash distributions from Antero Midstream on the IDRs. We receive at least 94% of the cash distributions paid by Antero Midstream on the IDRs. The amount of cash that Antero Midstream is able to distribute to its partners, including IDR LLC, each quarter principally depends upon the amount of cash it generates from its business.

Antero Midstream may not have sufficient available cash each quarter to continue paying distributions at its current level or at all. If Antero Midstream reduces its per unit distribution, either because of reduced operating cash flow, higher expenses, increased capital requirements, increased common units outstanding (including common units issued in connection with Antero Midstream’s at‑the‑market equity offering program) or otherwise, we will have less cash available for distribution to you and would likely be required to reduce our per share distribution to you. You should also be aware that the amount of cash Antero Midstream has available for distribution depends primarily upon Antero Midstream’s cash flow, including borrowings, and is not solely a function of profitability, which is affected by non‑cash items. As a result, Antero Midstream may make cash distributions during periods when it records losses and may not make cash distributions during periods when it records profits.

Furthermore, our ability to distribute cash received in connection with distributions on the IDRs to our shareholders is limited by a number of factors, including:

·

the expenses we incur as a result of being a publicly traded company;

·

our payment of any income taxes;

·

interest expense and principal payments on any future indebtedness incurred by us;

·

distributions made by IDR LLC with respect to the Series B Units;

·

restrictions on distributions contained in Antero Midstream’s current revolving credit facility and any future debt agreements entered into by Antero Midstream or us; and

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·

reserves, if any, our general partner establishes for the proper conduct of our business, to comply with applicable law or any agreement binding on us or our subsidiaries (exclusive of Antero Midstream and its subsidiaries), which reserves are not subject to a limit pursuant to our partnership agreement.

A material increase in amounts paid or reserved with respect to any of these factors could restrict our ability to pay quarterly distributions to our shareholders.

In the future, we may not have sufficient cash to pay our estimated initial quarterly distribution or to increase distributions.

Because our cash flows are entirely dependent on cash distributions from IDR LLC, which is dependent on cash distributions from Antero Midstream on the IDRs, the amount of distributions we are able to make to our shareholders may fluctuate based on the level of distributions Antero Midstream makes to its partners, including IDR LLC, and the level of distributions IDR LLC makes to its members, including us. We cannot assure you that Antero Midstream will continue to make quarterly distributions at its most recently declared level of $0.365 per unit, or any other level, or increase its quarterly distributions in the future. In addition, while we would expect to increase or decrease distributions to our shareholders if Antero Midstream were to increase or decrease distributions, the timing and amount of such changes in distributions, if any, would not necessarily be comparable to the timing and amount of any changes in distributions made by Antero Midstream. Various factors, such as reserves established by the board of directors of our general partner (including in anticipation of increasing distributions to our unitholders to account for make‑whole distributions paid by IDR LLC to the holders of newly‑vested Series B Units), may affect the distributions we make to our shareholders. The actual amount of cash that is available for distribution to our shareholders will depend on numerous factors, many of which are beyond our control or the control of our general partner.

Our right to receive distributions paid by Antero Midstream on the IDRs may be limited or modified by our general partner without the consent of our shareholders, which may reduce cash distributions to you.

We own all of the capital interests in IDR LLC, which owns all of the IDRs that entitle IDR LLC to receive increasing percentages (up to a maximum of 50%) of any cash distributed by Antero Midstream in excess of $0.1955 per Antero Midstream common unit in any quarter. We receive at least 94% of the cash distributions paid by Antero Midstream on the IDRs. All of the cash flows we receive from IDR LLC is derived from its ownership of these IDRs.

Antero Midstream, like other publicly traded partnerships, generally will undertake an acquisition or expansion capital project only if, after giving effect to related costs and expenses, the transaction would be expected to be accretive, meaning it would increase cash distributions per unit in future periods. Because IDR LLC currently participates in the IDRs at all levels, including the highest sharing level of 50%, an acquisition or capital project generally is less likely to be accretive to the unitholders of Antero Midstream than if the IDRs were entitled to a lower incremental cash flow. IDR LLC may receive a proposal to reduce the IDRs to facilitate a particular acquisition or expansion capital project. Any such reduction of IDRs will reduce the amount of cash that otherwise would have been distributed by IDR LLC to us, which will in turn reduce the cash distributions we otherwise would be able to pay to you. Our shareholders will not be able to vote on, or otherwise prohibit our general partner from taking, similar actions in the future and our general partner may elect to modify the incentive distributions. In addition, there can be no guarantee that the expected benefits of any IDR modification will be realized.

Additionally, IDR LLC has the right under Antero Midstream’s partnership agreement, subject to certain conditions, to elect to relinquish the right to receive incentive distribution payments based on the initial target distribution levels and to reset, at higher levels, the minimum quarterly distribution amount and target distribution levels upon which the incentive distribution payments to IDR LLC would be set. In connection with the resetting of the target distribution levels and the corresponding relinquishment by IDR LLC of incentive distribution payments based on the target cash distributions prior to the reset, IDR LLC will be entitled to receive a number of newly‑issued common units in Antero Midstream equal to the result of dividing (i) the aggregate amount of cash distributions made by Antero Midstream for the quarter immediately preceding the reset event by (ii) the cash distribution made by Antero Midstream in respect of each common unit for such quarter. IDR LLC’s right to reset the minimum quarterly distribution amount and target distribution levels upon which the incentive distributions payable to IDR LLC are based may be exercised, subject to certain

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restrictions, without approval of Antero Midstream’s unitholders, our shareholders or Antero Midstream’s conflicts committee. The reset minimum quarterly distribution amount and target distribution levels will be higher than the minimum quarterly distribution amount and the target distribution levels prior to the reset such that IDR LLC will not receive any incentive distributions under the reset target distribution levels until cash distributions per unit following this event increase.

IDR LLC may exercise this reset right in order to facilitate acquisitions or internal growth projects that would otherwise not be sufficiently accretive to cash distributions per common unit, taking into account the existing levels of incentive distribution payments being made to the general partner.

A reduction in Antero Midstream’s distributions will disproportionately affect the amount of cash distributions on the IDRs.

IDR LLC’s ownership of Antero Midstream’s IDRs currently entitle it to receive increasing percentages, ranging from 15% up to 50%, of all cash distributed by Antero Midstream in excess of $0.1955 per common unit per quarter. Based on Antero Midstream’s distribution history, IDR LLC initially will be entitled to receive 50% of all cash distributed by Antero Midstream in excess of $0.2550 per common unit per quarter. A decrease in the amount of quarterly distributions paid by Antero Midstream to $0.2550 or less per common unit would reduce IDR LLC’s percentage of incremental quarterly cash distributions in excess of $0.1955 per common unit from 50% to 15%. As a result, any such reduction in quarterly cash distributions from Antero Midstream would have the effect of disproportionately reducing the amount of distributions that IDR LLC receives from Antero Midstream on the IDRs as compared to cash distributions Antero Midstream makes with respect to its common units.

If distributions on our common shares are not paid with respect to any fiscal quarter, our shareholders will not be entitled to receive any payments in respect of such quarter.

Our distributions to our shareholders are not cumulative. Consequently, if distributions on our common shares are not paid with respect to any fiscal quarter, our shareholders will not be entitled to receive any payments in respect of such quarter in the future.

The amount of cash that we and Antero Midstream distribute each quarter may limit our ability to grow.

Because we and Antero Midstream each distribute all of our respective cash from operations on a quarterly basis, our growth and Antero Midstream’s growth may not be as fast as the growth of businesses that continually reinvest their cash to expand ongoing operations. In fact, because our cash flows currently are generated solely from distributions we receive from IDR LLC, which are derived exclusively from the IDRs, our growth will be completely dependent upon Antero Midstream. The amount of distributions paid on the IDRs is based on the per unit distribution paid by Antero Midstream on each of its common units and the number of Antero Midstream common units outstanding. If we issue additional common shares or incur debt, the payment of distributions on those additional common shares or interest on that debt could increase the risk that we will be unable to maintain or increase our cash distribution levels.

Our rate of distribution growth may be reduced to the extent we purchase equity interests from Antero Midstream, which will reduce the relative percentage of the cash we receive from the IDRs.

Our business strategy includes, where appropriate, supporting the growth of Antero Midstream by making loans, purchasing equity interests or providing other forms of financial support to Antero Midstream to fund an acquisition of a business or asset or another growth project. To the extent we purchase equity interests from Antero Midstream that are not entitled to distributions or do not receive distributions at the same rates as the IDRs, the rate of our distribution growth may be reduced, at least in the short term, as less of our cash distributions will come from our ownership of IDRs, whose distributions increase at a faster rate than Antero Midstream’s common units and any similar equity interests Antero Midstream may issue in the future.

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Restrictions in Antero Midstream’s existing and future debt agreements could limit Antero Midstream’s ability to make distributions to IDR LLC, and therefore IDR LLC’s ability to make distributions to us, which in turn would limit our ability to make distributions on our common shares.

Antero Midstream’s revolving credit facility and the indenture governing Antero Midstream’s outstanding senior notes contain various operating and financial restrictions and covenants. Antero Midstream’s ability to comply with these restrictions and covenants may be affected by events beyond its control, including prevailing economic, financial and industry conditions. If Antero Midstream is unable to comply with these restrictions and covenants, any indebtedness under this credit facility may become immediately due and payable and Antero Midstream’s lenders’ commitment to make further loans under this credit facility may terminate. Antero Midstream might not have, and might be unable to obtain, sufficient funds to satisfy these accelerated payment obligations.

Antero Midstream’s payment of principal and interest on any indebtedness will reduce its cash distributions on the IDRs, thereby reducing our cash available for distribution on our common shares. Antero Midstream’s revolving credit facility and the indenture governing Antero Midstream’s outstanding senior notes will limit our ability to pay distributions to our shareholders during an event of default or if an event of default would result from the distribution.

For more information regarding risks related to Antero Midstream’s debt agreements, please see “—Risks Related to Antero Midstream’s Business—“Restrictions in Antero Midstream’s revolving credit facility and future debt agreements could adversely affect its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders.”

Our partnership agreement restricts the rights of shareholders owning 20% or more of our shares.

Our shareholders’ voting rights are restricted by the provision in our partnership agreement generally providing that any shares held by a person or group that owns 20% or more of any class of shares then outstanding, other than our general partner, the Sponsors (or certain transferees in private, non‑exchange transactions), their respective affiliates and persons who acquired such shares with the prior approval of our general partner’s board of directors, cannot be voted on any matter. In addition, our partnership agreement contains provisions limiting the ability of our shareholders to call meetings or to acquire information about our operations, as well as other provisions limiting our shareholders’ ability to influence the manner or direction of our management. As a result, the price at which our common shares will trade may be lower because of the absence or reduction of a takeover premium in the trading price.

Our shareholders will not elect or have the power to remove our general partner. The Sponsors will own a sufficient number of common shares to allow them to prevent the removal of our general partner.

Our shareholders only have limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business. The board of directors of our general partner, including our independent directors, were initially designated and elected by the Sponsors or their designees following our IPO. Our remaining shareholders do not have the ability to elect our general partner or the members of the board of directors of our general partner unless the Sponsors no longer own specified amounts of our common shares. Additionally, as a result of our resulting governance arrangements and the 20% voting limitation in our partnership agreement, it will be difficult for one or more of our shareholders to gain control of our general partner’s board of directors.

In addition, if our shareholders are dissatisfied with the performance of our general partner, they have little ability to remove our general partner. Our general partner may not be removed unless that removal is for cause and is approved by the holders of at least 80% of our outstanding shares. The ownership level of the Sponsors enables the Sponsors to prevent our general partner’s removal.

As a result of these provisions, the price at which our common shares will trade may be lower because of the absence or reduction of a takeover premium in the trading price.

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Our general partner may cause us to issue additional common shares, including in connection with the redemption of Series B Units, or other equity securities, as well as issue equity securities that are senior to our common shares, without your approval, which may adversely affect you.

Our general partner may cause us to issue an unlimited number of additional common shares, including in connection with the redemption of Series B Units, or other equity securities of equal rank with the common shares, without shareholder approval. In addition, we may issue an unlimited number of shares that are senior to our common shares in right of distribution, liquidation and voting. The issuance of additional common units or our other equity securities of equal or senior rank will have the following effects:

·

each shareholder’s proportionate ownership interest in us may decrease;

·

the amount of cash available for distribution on each common share may decrease;

·

the relative voting strength of each previously outstanding common share may be diminished; and

·

the market price of the common shares may decline.

If Antero Midstream’s unitholders remove AMP GP as the general partner of Antero Midstream, AMP GP would be required to sell or exchange its general partner interest, and we would lose the ability to manage and control Antero Midstream.

We own, and appoint all of the members of the board of directors of, AMP GP, which owns the non‑economic general partner interest in Antero Midstream. AMP GP may not be removed as general partner of Antero Midstream unless that removal is for cause and is approved by the vote of the holders of not less than 662/3% of the outstanding units of Antero Midstream, voting together as a single class, including units held by AMP GP and its affiliates, and Antero Midstream receives an opinion of counsel regarding limited liability and tax matters. Any removal of AMP GP is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding Antero Midstream common units, voting as a class. The ownership of more than 331/3% of the outstanding units by AMP GP and its affiliates gives them the ability to prevent our general partner’s removal. In the event of the removal of AMP GP as general partner of Antero Midstream or its withdrawal as general partner in violation of Antero Midstream’s partnership agreement, a successor general partner will have the option to purchase AMP GP’s general partner interest for a cash payment equal to the fair market value of that interest. Under all other circumstances where AMP GP withdraws as general partner of Antero Midstream, AMP GP will have the option to require the successor general partner to purchase the general partner interest of Antero Midstream for fair market value. In each case, this fair market value will be determined by agreement between AMP GP and the successor general partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by AMP GP and the successor general partner will determine the fair market value. If, however, AMP GP and the successor general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value. In each case, AMP GP would also lose its ability to manage Antero Midstream.

In addition, if AMP GP is removed as general partner of Antero Midstream, we would face an increased risk of being deemed an investment company.

Our shareholders may not have limited liability if a court finds that shareholder action constitutes control of our business.

Under Delaware law, our shareholders could be held liable for our obligations to the same extent as a general partner if a court determined that the right or the exercise of the right by our shareholders as a group to remove or replace our general partner, to approve some amendments to the partnership agreement or to take other action under our partnership agreement constituted participation in the “control” of our business. Additionally, the limitations on the liability of holders of limited partner interests for the liabilities of a limited partnership have not been clearly established in many jurisdictions.

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Furthermore, Section 17‑607 of the Delaware Revised Uniform Limited Partnership Act provides that, under some circumstances, a shareholder may be liable to us for the amount of a distribution for a period of three years from the date of the distribution.

If in the future we cease to manage and control Antero Midstream, we may be deemed to be an investment company under the Investment Company Act of 1940.

If we cease to manage and control Antero Midstream or IDR LLC and are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or modify our organizational structure or our contractual rights or asset mix to fall outside the definition of an investment company. Registering as an investment company could, among other things, materially limit our ability to engage in transactions with affiliates, including the purchase and sale of certain securities or other property to or from our affiliates, restrict our ability to borrow funds or engage in other transactions involving leverage, require us to add additional directors who are independent of us and our affiliates, and adversely affect the price of our common shares.

The price of our common shares may be volatile, and a trading market that will provide you with adequate liquidity may not develop.

The market price of our common shares could be subject to significant fluctuations, and may decline below the current price. You may be unable to resell your common shares at or above the current price. The following factors, among others, could affect our common share price:

·

Antero Midstream’s operating and financial performance and prospects and the trading price of its common units;

·

the level of Antero Midstream’s quarterly distributions and our quarterly distributions;

·

quarterly variations in the rate of growth of our financial indicators, such as distributable cash flow per common share, net income and revenues;

·

changes in revenue or earnings estimates or publication of research reports by analysts;

·

speculation by the press or investment community;

·

sales of our common shares by our shareholders;

·

the exercise by the Series B Holders of their redemption rights with respect to any vested Series B Units;

·

announcements by Antero Midstream or its competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, securities offerings or capital commitments;

·

general market conditions;

·

changes in accounting standards, policies, guidance, interpretations or principles;

·

adverse changes in tax laws or regulations;

·

domestic and international economic, legal and regulatory factors related to Antero Midstream’s performance; and

·

other factors described in these “Risk Factors.”

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Our common shares and Antero Midstream’s common units may not trade in relation or proportion to one another.

Our common shares and Antero Midstream’s common units may not trade in simple relation or proportion to one another. Instead, while the trading prices of our common shares and Antero Midstream’s common units are likely to follow generally similar broad trends, the trading prices may diverge because, among other things:

·

with respect to the first $0.1955 of distributable cash flow per common unit, Antero Midstream’s cash distributions to its unitholders have a priority over distributions on its IDRs;

·

our cash flows are more volatile than the cash flows paid to Antero Midstream’s unitholders because we participate in tiered incentive distributions associated with the IDRs in Antero Midstream while Antero Midstream’s unitholders participate in all distributions made by Antero Midstream;

·

IDR LLC will distribute a portion of the cash it receives from Antero Midstream to the holders of outstanding Series B Units;

·

we expect to continue to pay federal and state income taxes in the future; and

·

we may enter into other businesses separate and apart from Antero Midstream or any of its affiliates.

An increase in interest rates may cause the market price of our common shares to decline.

Like all equity investments, an investment in our common shares is subject to certain risks. In exchange for accepting these risks, investors may expect to receive a higher rate of return than would otherwise be obtainable from lower‑risk investments. Accordingly, as interest rates rise, the ability of investors to obtain higher risk‑adjusted rates of return by purchasing government‑backed debt securities may cause a corresponding decline in demand for riskier investments generally, including yield‑based equity investments such as publicly traded limited partnership interests. Reduced demand for our common shares resulting from investors seeking other more favorable investment opportunities may cause the trading price of our common shares to decline.

Future sales of our common shares in the public market could reduce our common share price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

Subject to certain limitations and exceptions, each Series B Holder may require IDR LLC to redeem all or a part of such holder’s vested Series B Units for common shares in us at a ratio described in the IDR LLC Agreement, subject to customary conversion rate adjustments for equity splits, equity dividends and reclassification and other similar transactions, and then sell those common shares. We may also issue additional common shares or convertible securities in subsequent public or private offerings. We cannot predict the size of future issuances of our common shares or securities convertible into common shares or the effect, if any, that future issuances and sales of our common shares will have on the market price of our common shares. Sales of substantial amounts of our common shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common shares.

The Sponsors hold a majority of the voting power of our common shares.

The Sponsors are entitled to act separately in their own respective interests with respect to their partnership interests in us, and have the ability to elect all of the members of our board of directors. In addition, they will be able to determine the outcome of all matters requiring shareholder approval, including certain mergers and other material transactions, and will be able to cause or prevent a change in the composition of our board of directors or a change in control of our company that could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of our company. So long as the Sponsors continue to own a significant amount of our outstanding shares, even if such amount is less than 50%, they will continue to be able to strongly influence all matters requiring

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shareholder approval, regardless of whether or not other shareholders believe that the transaction is in their own best interests.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for “emerging growth companies,” including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (1) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002, (2) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (3) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5) hold shareholder advisory votes on executive compensation.

If we or Antero Midstream fail to develop or maintain an effective system of internal controls, our ability to accurately report our financial results or prevent fraud could be adversely affected. As a result, our shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common shares.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a publicly traded company. We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes‑Oxley Act of 2002, which require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we are required to disclose material changes made to our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until our annual report on Form 10-K for the year ended December 31, 2018. If we or Antero Midstream cannot provide reliable financial reports or prevent fraud, our and Antero Midstream’s reputation and operating results will be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful. Any failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our and Antero Midstream’s operating results or cause us or Antero Midstream to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common shares and Antero Midstream’s common units.

The NYSE does not require a limited partnership like us to comply with certain of its corporate governance requirements.

Because we are a limited partnership, the NYSE does not require our general partner to have a majority of independent directors on its board of directors or to establish a compensation committee or a nominating and corporate governance committee. Accordingly, our shareholders will not have the same protections afforded to certain corporations that are subject to all of the NYSE corporate governance requirements. In addition, as a limited partnership we are not required to seek shareholder approval for issuances of common shares, including issuances in excess of 20% of our outstanding equity securities, or for issuances of equity to certain affiliates.

We may incur liability as a result of our ownership of Antero Midstream’s general partner.

Under Delaware law, a general partner of a limited partnership is generally liable for the debts and liabilities of the partnership for which it serves as general partner, subject to the terms of any indemnification agreements contained in the partnership agreement and except to the extent the partnership’s contracts are non‑recourse to the general partner. As

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a result of our structure, we own all of the interests in and appoint all of the members of the board of directors of the general partner of Antero Midstream. To the extent the indemnification provisions in the applicable partnership agreement or non‑recourse provisions in our contracts are not sufficient to protect us from such liability, we may in the future incur liabilities as a result of our ownership of AMP GP.

Our general partner interest or the control of our general partner may be transferred to a third party without shareholder consent.

Our general partner may transfer its general partner interest to a third party, including in a merger or in a sale of all or substantially all of its assets, without the consent of our shareholders. Furthermore, the Sponsors may transfer all or a portion of their ownership interests in our general partner to a third party, also without shareholder consent. The new owners of our general partner would then be in a position to replace the board of directors and officers of our general partner with its own designees and thereby exert significant control over the decisions made by the board of directors and officers.

The future debt that we incur may limit the distributions that we can pay to our shareholders.

Our payment of principal and interest on any future indebtedness will reduce our cash available for distribution to our shareholders. We anticipate that any credit facility we enter into in the future would limit our ability to pay distributions to our shareholders during an event of default or if an event of default would result from the distributions.

Moreover, any future indebtedness may adversely affect our ability to obtain additional financing for future operations or capital needs, limit our ability to pursue other business opportunities, or make our results of operations more susceptible to adverse economic or operating conditions.

The amount of cash distributions that we will be able to distribute to our shareholders will be reduced by the incremental costs associated with our being a publicly traded company, other general and administrative expenses and any reserves that our general partner believes it is prudent to maintain for the proper conduct of our business and for future distributions.

Before we can pay distributions to our shareholders, we will first pay our expenses, including the costs of being a publicly traded company, which we expect to be approximately $1.5 million per year, and taxes and other expenses, and may establish reserves for debt service requirements, if any, for future distributions during periods of limited cash flows or for other purposes.

Risks Related to Conflicts of Interest

Our existing organizational structure and the relationships among us, Antero Midstream, our respective general partners, Antero Resources, the Sponsors and affiliated entities present the potential for conflicts of interest. Moreover, additional conflicts of interest may arise in the future among us and the entities affiliated with any general partner or similar interests we acquire or among Antero Midstream and such entities.

Certain holders of our common shares have investments in our affiliates that may conflict with the interests of other holders of our common shares.

Certain funds affiliated with Warburg Pincus LLC (“Warburg”), certain funds affiliated with Yorktown Partners LLC (“Yorktown”), Paul M. Rady and Glen C. Warren, Jr. (collectively, the “Sponsors”) collectively own 100% of our general partner and a majority of our outstanding common shares. Messrs. Rady and Warren also own a portion of the Series B Units in IDR LLC. Affiliates of Warburg and Yorktown, Mr. Rady and Mr. Warren serve as members of the board of directors of our general partner, the board of directors of Antero Resources, and the board of directors of Antero Midstream’s general partner, and each of Warburg and Yorktown are controlled in part by individuals who serve as members of the board of directors of our general partner, the board of directors of Antero Resources, and the board of directors of Antero Midstream’s general partner. The Sponsors also own common units representing limited partner interests in Antero Midstream and shares of common stock in Antero Resources. Please see “Item 11. Executive

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Compensation—Narrative Disclosure to Summary Compensation Table—Long-Term Equity-Based Incentive Awards—Series B Units in IDR LLC” for more information regarding the Series B Units in IDR LLC. As a result of their investments in Antero Midstream and Antero Resources, the Sponsors may have conflicts of interest with other holders of our common shares. These conflicts of interest could arise in the future between us, on the one hand, and the Sponsors, on the other hand, regarding, among other things, decisions to modify or limit the IDRs in the future, the terms of our agreements with Antero Midstream and Antero Resources and their respective subsidiaries and the pursuit of potentially competitive business activities or business opportunities.

Conflicts of interest may arise as a result of our organizational structure and the relationships among us, Antero Midstream, our respective general partners, Antero Resources and other affiliated entities.

Our partnership agreement defines the duties of our general partner (and, by extension, its officers and directors). Our general partner’s board of directors or its conflicts committee will have authority on our behalf to resolve any conflict involving us and they have broad latitude to consider the interests of all parties to the conflict.

Conflicts of interest may arise between us and our shareholders, on the one hand, and our general partner and affiliated entities, on the other hand, or between us and our shareholders, on the one hand, and Antero Midstream and its unitholders, on the other hand. The resolution of these conflicts may not always be in our best interest or that of our shareholders.

Our partnership agreement defines our general partner’s duties to us and contains provisions that reduce the remedies available to our shareholders for actions that might otherwise be challenged as breaches of fiduciary or other duties under state law.

Our partnership agreement contains provisions that substantially reduce the standards to which our general partner would otherwise be held by state fiduciary duty law. For example, our partnership agreement:

·

permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, the Sponsors, our affiliates or any limited partner. Examples include the exercise of its limited call right, its rights to transfer or vote any shares it may own, and its determination whether or not to consent to any merger or consolidation of our partnership or amendment to our partnership agreement;

·

generally provides that our general partner will not have any liability to us or our shareholders for decisions made in its capacity as a general partner so long as it acted in good faith which, pursuant to our partnership agreement, requires a subjective belief that the determination, or other action or anticipated result thereof is in, or not opposed to, our best interests;

·

generally provides that any resolution or course of action adopted by our general partner and its affiliates in respect of a conflict of interest will be permitted and deemed approved by all of our shareholders, and will not constitute a breach of our partnership agreement or any duty stated or implied by law or equity if the resolution or course of action in respect of such conflict of interest is:

·

approved by a majority of the members of our general partner’s conflicts committee after due inquiry, based on a belief that the course of action or determination that is the subject of such approval is not adverse to us;

·

approved by majority vote of our common shares (excluding shares owned by our general partner and its affiliates, but including shares owned by the Sponsors) voting together as a single class;

·

provides that, to the fullest extent permitted by law, in connection with any action or inaction of, or determination made by, our general partner or the conflicts committee of our general partner’s board of

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directors with respect to any matter relating to us, it shall be presumed that our general partner or the conflicts committee of our general partner’s board of directors acted in a manner that satisfied the contractual standards set forth in our partnership agreement, and in any proceeding brought by any limited partner or by or on behalf of such limited partner or any other limited partner or our partnership challenging any such action or inaction of, or determination made by, our general partner, the person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption; and

·

provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non‑appealable judgment entered by a court of competent jurisdiction determining that our general partner or those other persons acted in bad faith or, in the case of a criminal matter, acted with knowledge that such person’s conduct was criminal.

The Sponsors may have interests that conflict with holders of our common shares.

The Sponsors own a certain number of our outstanding shares and certain of the Sponsors own a portion of the Series B Units in IDR LLC. In addition, certain of the Sponsors own a portion of Antero Midstream’s common units and Antero Resources’ common stock. As a result, the Sponsors may have conflicting interests with holders of our common shares.

Furthermore, conflicts of interest could arise in the future between us, on the one hand, and the Sponsors, on the other hand, concerning among other things, a decision whether to modify or limit the IDRs in the future or potential competitive business activities or business opportunities. These conflicts of interest may not be resolved in our favor.

Antero Resources does not own our general partner and is under no obligation to adopt a business strategy that favors us.

The directors and officers of Antero Resources have a fiduciary duty to make decisions in the best interests of the owners of Antero Resources, which may be contrary to our interests. Antero Resources has dedicated acreage to, and entered into long‑term contracts for gathering and compression services on, Antero Midstream’s gathering and compression systems, as well as long‑term contracts for receiving water services. However, while Antero Midstream has a 20‑year right of first offer to provide processing and fractionation services to Antero Resources, subject to certain exceptions, Antero Resources is under no obligation to consider whether any future drilling plans would create beneficial opportunities for Antero Midstream. Additionally, although Antero Midstream’s water services agreement and the processing and fractionation services provided by the Joint Venture are supported by minimum volume commitments, Antero Midstream’s gathering and compression agreement includes minimum volumes commitments only on high‑pressure pipelines and compressor stations constructed at Antero Resources’ request after the Antero Midstream IPO. A reduction in the current levels of throughput volumes on Antero Midstream’s gathering and compression systems by Antero Resources could have a material adverse effect on Antero Midstream’s business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders, including us.

Our general partner’s affiliates and the Sponsors may compete with us.

Our partnership agreement provides that our general partner will be restricted from engaging in any business activities other than acting as our general partner and those activities incidental to its ownership of interests in us. The restrictions contained in our general partner’s limited liability company agreement are subject to a number of exceptions. Affiliates of our general partner and the Sponsors will not be prohibited from engaging in other businesses or activities that might be in direct competition with us except to the extent they compete using our confidential information.

Our general partner has a call right that may require you to sell your common shares at an undesirable time or price.

If at any time more than 80% of our outstanding common shares on a combined basis (including common shares issued in connection with the redemption of Series B Units) are owned by our general partner, the Sponsors (or certain

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transferees) or their respective affiliates, our general partner will have the right (which it may assign to any of its affiliates, the Sponsors or us), but not the obligation, to acquire all, but not less than all, of the remaining common shares held by public shareholders at a price equal to the greater of (x) the current market price of such shares as of the date three days before notice of exercise of the call right is first mailed and (y) the highest price paid by our general partner, the Sponsors (or certain transferees in private, non‑exchange transactions) or their respective affiliates for such shares during the 90 day period preceding the date such notice is first mailed. As a result, you may be required to sell your common shares at an undesirable time or price and may not receive any return of or on your investment. You may also incur a tax liability upon a sale of your common shares.

Tax Risks

As our only cash‑generating assets consists of our capital interest in IDR LLC and its related direct interests in Antero Midstream, our tax risks are primarily derivative of the tax risks associated with an investment in Antero Midstream.

The tax treatment of Antero Midstream depends on its status as a partnership for U.S. federal income tax purposes, as well as it not being subject to a material amount of entity‑level taxation. If the Internal Revenue Service (“IRS”) were to treat Antero Midstream as a corporation for federal income tax purposes or Antero Midstream were to become subject to additional amounts of entity‑level taxation for state tax purposes, it would reduce the amount of cash available for distribution to us.

We own all of the capital interests in IDR LLC, which directly owns all of the IDRs in Antero Midstream. Accordingly, the value of our investment in IDR LLC, as well as the anticipated after‑tax economic benefit of an investment in our common shares, depends largely on Antero Midstream being treated as a partnership for U.S. federal income tax purposes, which requires that at least 90% of Antero Midstream’s gross income for each taxable year of its existence consist of qualifying income, as that term is defined in Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”).

Despite the fact that Antero Midstream is a limited partnership under Delaware law and, unlike us, has not elected to be treated as a corporation for U.S. federal income tax purposes, it is possible, under certain circumstances, for Antero Midstream to be treated as a corporation for U.S. federal income tax purposes. Although we do not believe, based on its current operations, that Antero Midstream will be so treated, a change in Antero Midstream’s business could cause it to be treated as a corporation for U.S. federal income tax purposes. A change in current law could also cause Antero Midstream to be treated as a corporation for U.S. federal income tax purposes or otherwise subject Antero Midstream to entity‑level taxation. In addition, several states are evaluating ways to subject partnerships to entity‑level taxation through the imposition of state income, franchise and other forms of taxation.

If Antero Midstream were treated as a corporation for U.S. federal income tax purposes, it would pay federal income tax on its taxable income at the applicable corporate tax rate and would likely pay state income taxes at varying rates. Distributions to Antero Midstream’s partners, including IDR LLC, would generally be taxed again as corporate distributions, and no income, gains, losses or deductions would flow through to Antero Midstream’s partners. Because a tax would be imposed upon Antero Midstream as a corporation, its cash available for distribution would be substantially reduced. Therefore, treatment of Antero Midstream as a corporation would result in a material reduction in the anticipated cash flows and after‑tax return to us, likely causing a substantial reduction in the value of our common shares.

Antero Midstream’s partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects Antero Midstream to taxation as a corporation or otherwise subjects Antero Midstream to entity‑level taxation for U.S. federal state or local income tax purposes, Antero Midstream’s minimum quarterly distribution and target distribution amounts may be adjusted to reflect the impact of that law or interpretation on Antero Midstream. If this were to happen, the amount of distributions IDR LLC receives from Antero Midstream and our resulting cash flows could be reduced substantially, which would adversely affect our ability to pay distributions.

19


 

The tax treatment of publicly traded partnerships such as Antero Midstream could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly applied on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including Antero Midstream, may be modified by administrative, legislative or judicial changes, or differing interpretations at any time. From time to time, members of Congress propose and consider such substantive changes to the existing U.S. federal income tax laws that affect publicly traded partnerships. Although there is no current legislative proposal, a prior legislative proposal would have eliminated the qualifying income exception to the treatment of all publicly traded partnerships as corporations upon which we rely for our treatment as a partnership for U.S. federal income tax purposes.

In addition, on January 24, 2017, final regulations regarding which activities give rise to qualifying income within the meanings of Section 7704 of the Code (the “Final Regulations”) were published in the Federal Register. The Final Regulations are effective as of January 19, 2017, and apply to taxable years beginning on or after January 19. 2017. Antero Midstream does not believe the Final Regulations affect its ability to be treated as a partnership for U.S. federal income tax purposes.

However, any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for Antero Midstream to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. Antero Midstream is unable to predict whether any of these changes or other proposals will be reintroduced or ultimately will be enacted. Any similar or future legislative changes could negatively impact the value of our indirect investment in Antero Midstream.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 3. Legal Proceedings

Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. However, we are not currently subject to any material litigation.

 

Item 4. Mine Safety Disclosures

Not applicable.

20


 

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Shares

Our common shares are listed on the New York Stock Exchange and traded under the symbol “AMGP.” On February 9, 2018, our common shares were held by 111 holders of record. The number of holders does not include the holders for whom shares are held in a “nominee” or “street” name.

The table below reflects the high and low intraday sales prices per share of our common shares on the New York Stock Exchange for each period presented:

 

 

 

 

 

 

 

 

 

 

 

 

Common Unit

 

Distributions per

 

    

High

    

Low

    

Common Unit

2017:

 

 

 

 

 

 

 

 

 

Quarter ended December 31, 2017

 

$

20.84

 

 

16.62

 

$

0.0750

Quarter ended September 30, 2017

 

 

22.16

 

 

17.66

 

 

0.0590

Quarter ended June 30, 2017

 

 

22.87

 

 

19.99

 

 

0.0270

 

Prior to May 9, 2017, there was no public market for our common shares.

Securities Authorized for Issuance Under Equity Compensation Plans

On April 17, 2017, our general partner adopted the Antero Midstream GP LP Long-Term Incentive Plan (“2017 LTIP”), pursuant to which certain non-employee directors of our general partner and certain officers, employees, and consultants of Antero Resources are eligible to receive common shares representing limited partner interests in AMGP. An aggregate of 930,851 common shares may be delivered pursuant to awards under the 2017 LTIP, subject to customary adjustments. Common shares have been granted to each of the independent directors of our general partner under the 2017 LTIP. Please read the information under “Item 11. Executive Compensation – Compensation Discussion and Analysis – Equity Compensation Plan Information.”

21


 

Item 6. Selected Financial Data

The following table presents our selected historical financial data, for the periods and as of the dates indicated, for AMGP and our predecessor. AMGP was originally formed as ARMM to become the general partner of Antero Midstream, and converted into a limited partnership on May 4, 2017 in connection with our IPO.

The selected statement of operations data and statement of cash flows data for the years ended December 31, 2015, 2016, and 2017 and the balance sheet data as of December 31, 2016 and 2017 are derived from our audited consolidated financial statements included in Item 8 of this Annual Report on Form 10‑K. The balance sheet data as of December 31, 2015 is derived from our audited consolidated financial statements not included in Item 8 of this Annual Report on Form 10‑K. There were no IDR distributions prior to 2015, and therefore we had no activity.

The selected financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this report.

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

2015

 

2016

 

2017

 

(in thousands, except per share amounts)

Statement of operations data:

 

 

 

 

 

 

 

 

 

Total income

  

$

1,264

  

 

16,944

  

 

69,720

Total expenses

 

 

 —

 

 

814

 

 

41,134

Net income and comprehensive income

 

 

781

 

 

9,711

 

 

2,325

 

 

 

 

 

 

 

 

 

 

Net income per common share (basic and diluted)

 

$

 —

 

 

 —

 

 

0.03

Distributions declared per share

 

 

 —

 

 

 —

 

 

0.16

 

 

 

 

 

 

 

 

 

 

Balance sheet data (at period end):

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

  

$

72

  

 

9,609

  

 

5,987

Total assets

 

 

1,041

 

 

17,369

 

 

29,759

Total capital

 

 

558

 

 

10,269

 

 

15,608

 

 

 

 

 

 

 

 

 

 

Cash flows data:

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

295

 

 

9,537

 

 

28,080

Net cash used in financing activities

 

 

(223)

 

 

 —

 

 

(31,702)

 

 

22


 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our financial statements. This discussion contains forward‑looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward‑looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, please read see “Item 1A. Risk Factors.” and the section entitled “Cautionary Statement Regarding Forward‑Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

References in this Annual Report on Form 10‑K to “ARMM,” “we,” “our,” “us” or like terms, when referring to periods prior to May 4, 2017, refer to our predecessor, Antero Resources Midstream Management LLC. References to “AMGP,” “we,” “our,” “us” or like terms, when referring to periods beginning on May 4, 2017 and prospectively, refer Antero Midstream GP LP.

Overview

We are a Delaware limited partnership that is taxed as a corporation for U.S. federal income tax purposes. We own 100% of the membership interests in Antero Midstream Partners GP LLC, which owns the non-economic general partner interest in Antero Midstream Partners LP (NYSE: AM) (“Antero Midstream”) and we own all of the Series A capital interests (“Series A Units”) in Antero IDR Holdings (“IDR LLC”), which owns the incentive distribution rights (“IDRs”) in Antero Midstream. IDR LLC also has Series B profits interests (“Series B Units”) outstanding that entitle the holders to receive up to 6% of the distributions that Antero Midstream makes on the IDRs in excess of $7.5 million per quarter, subject to certain vesting conditions. We receive at least 94% of the cash distributions paid by Antero Midstream on the IDRs. Antero Midstream is a growth-oriented master limited partnership 52.9% owned by Antero Resources Corporation (NYSE: AR) (“Antero Resources”) that was formed to own, operate and develop midstream energy infrastructure primarily to service Antero Resources’ production and completion activity in the Appalachian Basin’s Marcellus Shale and Utica Shale located in West Virginia and Ohio. We believe that Antero Midstream’s strategically located assets and integrated relationship with Antero Resources position it to be a leading Appalachian midstream provider across the full midstream value chain.

Our revenues are generated solely from the cash distributions we receive from Antero Midstream through our interests in IDR LLC. Because our success is dependent upon the operations and management of Antero Midstream and its resulting performance, Antero Midstream’s Annual Report on Form 10‑K for the year ended December 31, 2017, has been included in this filing as Exhibit 99.1 and incorporated herein by reference.

Our Sources of Revenue

As a result of our ownership interest in IDR LLC, we are positioned to grow our distributions disproportionately relative to the growth rate of Antero Midstream’s common unit distributions. Accordingly, our primary business objective is to increase our cash available for distribution to our shareholders through the execution by Antero Midstream of its business strategy. Unless we directly acquire and hold assets or businesses in the future, our revenues will be generated solely from the cash distributions we receive from Antero Midstream through our interests in IDR LLC.

Financial Presentation

We own the general partner interest in Antero Midstream through our interest in AMP GP and own all of the capital interests in IDR LLC, which we control as managing member. We have no separate operating activities apart from those conducted by Antero Midstream, and our cash flows consist solely of distributions we receive relating to Antero Midstream’s distributions on its IDRs. Our financial statements are based on the equity method of accounting for our investment in Antero Midstream.

23


 

Cash Distributions

We distribute cash available for distribution to our shareholders. Cash available for distribution is the cash distribution received from Antero Midstream reduced by reserves for estimated federal and state income taxes, general and administrative expenses, and reserves for other purposes deemed necessary by the board of directors of our general partner. Distributable cash for the three months ended December 31, 2017 was as follows (in thousands):

 

 

 

 

 

 

 

Three Months Ended December 31, 2017

Cash distributions from Antero Midstream Partners LP

 

$

23,772

Cash reserved for distributions to Series B units of IDR LLC

 

 

(963)

Cash distributions to Antero Midstream GP LP

 

 

22,809

General and administrative expenses

 

 

(279)

Provision for income taxes

 

 

(8,924)

Tax benefit of cash reserved for distributions to Series B units of IDR LLC

 

 

369

Cash available for distribution

 

$

13,975

 

The board of directors of our general partner has declared a cash distribution of $0.075 per share, or a total of approximately $14 million, for the quarter ended December 31, 2017. The distribution will be payable on February 20, 2018 to shareholders of record as of February 1, 2018.

Items Affecting Comparability of Our Financial Results

Certain of the historical financial results discussed below may not be comparable to future financial results primarily as a result of the significant increase in the scope of Antero Midstream’s operations over the last several years. Antero Midstream’s gathering and compression and water handling and treatment systems are relatively new, as a substantial portion of these assets have been built within the last four years. Accordingly, Antero Midstream’s revenues and expenses over that time reflect the significant increase in its operations. Similarly, Antero Resources has experienced significant changes in its production and drilling and completion schedule over that same period. As our income is predicated on Antero Midstream’s cash available for distribution, any change in Antero Midstream’s revenue and expenses could have a direct impact on us. Accordingly, it may be difficult to project trends from our historical financial data going forward.

Certain of the historical financial results discussed below may not be comparable to future financial results primarily as a result of the significant increase in Antero Midstream’s cash distributions. As our sole source of revenue, any change in Antero Midstream’s cash distributions will have a direct financial impact on us. Distributions to the IDRs began in the fourth quarter of 2015 and have increased significantly since that time as the IDRs have been entitled to a greater marginal percentage interest in distributions.

In addition, our historical results of operations do not reflect the incremental expenses we are now incurring as a result of being a publicly traded company. Our historical results of operations also reflect a U.S. federal corporate tax rate of 35%.  Effective January 1, 2018, the U.S. federal corporate tax rate was reduced from 35% to 21%. Accordingly, our historical results of operations will reflect a higher U.S. federal corporate tax rate in comparison to our future financial results.

24


 

Results of Operations

Year Ended December 31, 2016 Compared to Year Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of

 

 

Year Ended December 31,

 

Increase

 

 

2016

  

2017

 

(Decrease)

  

 

(in thousands)

 

Equity in earnings of Antero Midstream Partners LP

$

16,944

 

 

69,720

 

 

52,776

 

Total income

 

16,944

 

 

69,720

 

 

52,776

 

General and administrative expense

 

814

 

 

6,201

 

 

5,387

 

Equity-based compensation

 

 —

 

 

34,933

 

 

34,933

 

Total expenses

 

814

 

 

41,134

 

 

40,320

 

Income before income taxes

 

16,130

 

 

28,586

 

 

12,456

 

Provision for income taxes

 

(6,419)

 

 

(26,261)

 

 

(19,842)

 

Net income and comprehensive income

$

9,711

 

 

2,325

 

 

(7,386)

 

 

Equity in earnings of Antero Midstream Partners LP. Equity in earnings of Antero Midstream increased from $16.9 million for the year ended December 31, 2016 to $69.7 million for the year ended December 31, 2017. Antero Midstream’s per-unit distribution increased in the year ended December 31, 2017 from the year ended December 31, 2016, resulting in an increase in distributions on the IDRs. In addition, IDR LLC receives a portion of Antero Midstream distributions based on a tiered approach, in which the percentage received of the total distribution increases at certain levels. The highest tier, in which cash distributions to Antero Midstream’s unitholders exceeds $0.255 per common unit it any quarter, entitles IDR LLC to 50% of said distribution. This tier was met in each quarter of 2017, opposed to only the third and fourth quarter of 2016, which contributed to the increase in our equity in earnings of Antero Midstream.

General and administrative expenses. General and administrative expenses increased from $0.8 million for the year ended December 31, 2016 to $6.2 million for the year ended December 31, 2017. During the year ended December 31, 2016, we did not incur any significant general and administrative costs; however, during the year ended December 31, 2017 we incurred approximately $5.1 million of general and administrative costs in connection with our IPO and $1.1 million of expenses related to being a public company.

Equity-based compensation expenses. Equity-based compensation expenses increased from $0 for the year ended December 31, 2016 to $34.9 million for the year ended December 31, 2017. The increase was due to the issuance of equity-based compensation in the form of Series B Units on December 31, 2016, which vest over a three-year period. See Note 4 to the consolidated financial statements.

Income tax expense. Income tax expense increased from $6.4 million for the year ended December 31, 2016 to $26.3 million for the year ended December 31, 2017. The increase is primarily due to higher taxable income as a result of the increase in equity in earnings of Antero Midstream  related to the IDRs, net of the increase in general and administrative expenses.

The difference between income tax expense and expected income tax expense for financial statement purposes computed by applying the federal statutory rate of 35% to pre-tax income is caused by nondeductible equity-based compensation and IPO expenses, and the effect of state income taxes.

As a result of the Tax Cuts and Job Act enacted on December 22, 2017, the U.S. corporate income tax rate will be reduced to 21% for tax years beginning in 2018.

Net income and comprehensive income. Net income and comprehensive income decreased from $9.7 million for the year ended December 31, 2016 to $2.3 million for the year ended December 31, 2017. The decrease was primarily due

25


 

to an increase in equity-based compensation and general and administrative expenses, partially offset by the increase in equity in earnings of Antero Midstream in 2017.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of

 

Year Ended December 31,

 

Increase

 

2015

  

2016

 

(Decrease)

Equity in earnings of Antero Midstream Partners LP

$

1,264

 

 

16,944

 

 

15,680

Total income

 

1,264

 

 

16,944

 

 

15,680

General and administrative expense

 

 —

 

 

814

 

 

814

Total expenses

 

 —

 

 

814

 

 

814

Income before income taxes

 

1,264

 

 

16,130

 

 

14,866

Provision for income taxes

 

(483)

 

 

(6,419)

 

 

(5,936)

Net income and comprehensive income

$

781

 

 

9,711

 

 

8,930

 

Equity in earnings of Antero Midstream Partners LP. Equity in earnings of Antero Midstream increased from $1.3 million for the year ended December 31, 2015 to $16.9 million for the year ended December 31, 2016. Antero Midstream commenced cash distributions on its IDRs during the three months ended September 30, 2015. As a result, we recognized the equity in earnings of Antero Midstream from four quarters of cash distributions by Antero Midstream on the IDRs during the year ended December 31, 2016, and two quarters of cash distributions by Antero Midstream on the IDRs during the year ended December 31, 2015.

General and administrative expenses. General and administrative expenses increased from $0 for the year ended December 31, 2015 to $0.8 million for the year ended December 31, 2016. In the year ended December 31, 2015, we did not incur any significant general and administrative costs; however, in the fourth quarter of 2016 we incurred general and administrative costs primarily in connection with our IPO.

Income tax expense. Income tax expense increased from $0.5 million for the year ended December 31, 2015 to $6.4 million for the year ended December 31, 2016. The increase is primarily due to higher taxable income as a result of the increase in equity in earnings of Antero Midstream related to the IDRs.

The difference between income tax expense and expected income tax expense computed by applying the federal statutory rate of 35% to pre-tax income is caused by nondeductible IPO expenses and the effect of state income taxes.

Net income and comprehensive income. Net income and comprehensive income increased from net income of $0.8 million for the year ended December 31, 2015 to net income of $9.7 million for the year ended December 31, 2016. The increase was primarily due to an increase in equity in earnings of Antero Midstream, partially offset by the increase in the provision for income taxes in 2016.

Capital Resources and Liquidity

Sources and Uses of Cash

As a result of our interest in IDR LLC, we will receive at least 94% of the cash distributions paid by Antero Midstream on its IDRs. Our interest in the IDR distributions is our only cash-generating asset. We expect that income attributable to the IDR distributions from Antero Midstream will be adequate to meet our working capital requirements and expected quarterly cash distributions for at least the next twelve months. At December 31, 2017 we had a working capital deficit due to our income tax payable, which is based on equity in earnings from unconsolidated affiliates for the year ended December 31, 2017. The cash distribution attributable to our equity in earnings for the three months ended December 31, 2017 will be received in the first quarter of 2018 when Antero Midstream declares and pays the cash distribution for the fourth quarter, and will be received prior to the due date of our tax payment. On January 16, 2018,

26


 

Antero Midstream declared a cash distribution that included an IDR distribution of $23.8 million payable to IDR LLC on February 13, 2018.

 

The following table and discussion present a summary of our combined net cash provided by (used in) operating activities and financing activities for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

(in thousands)

    

2015

    

2016

    

2017

Operating activities

 

$

295

 

 

9,537

 

 

28,080

Financing activities

 

 

(223)

 

 

 —

 

 

(31,702)

Net increase (decrease) in cash and cash equivalents

 

$

72

 

 

9,537

 

 

(3,622)

 

Cash Flows Provided by Operating Activities

Net cash provided by operating activities was $0.3 million, $9.5 million, and $28.1 million for the years ended December 31, 2015, 2016, and 2017, respectively. The increase in cash flows from operating activities in 2017 from 2016 of $18.6 million was due to an increase in distributions from Antero Midstream of $43.1 million in 2017 compared to 2016, partially offset by a $5.5 million increase in general and administrative expenses (primarily attributable to the IPO) and a $19.1 million payment in 2017 for 2016 and 2017 income taxes. These changes, together with other working capital items, resulted in the net increase in cash provided by operating activities. The increase in cash flows from operating activities in 2016 from 2015 of $9.2 million was due to an increase in distributions from Antero Midstream of $10.1 million in 2016 compared to 2015, partially offset by a $0.8 million increase in general and administrative expenses.

Cash Flows Used in Investing Activities

We did not have any investing cash flows activities during the years ended December 31, 2015, 2016 or 2017.

Cash Flows Used in Financing Activities

Net cash used in financing activities for the year ended December 31, 2017 consisted of $15.7 million in pre-IPO income distributed to Antero Investment prior to its liquidation and $16.0 million in quarterly cash distributions to our shareholders. Net cash used in financing activities for the year ended December 31, 2015 consisted of $0.2 million in pre-IPO income distributed to Antero Investment prior to its liquidation. We did not have any financing cash flows activities during the year ended December 31, 2016.

 

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our consolidated financial statements.

27


 

Equity-Based Compensation

Equity-based compensation awards are measured at their grant date fair value and related compensation cost is recognized over the vesting period of the grant. Compensation cost for awards with only service conditions is recognized on a straight-line basis over the requisite service period of the entire reward. Estimating the fair value of each award involves a number of significant estimates including interest rates, expected volatility of our equity value, and expected distributions on the Series B Units.

Equity Method Accounting

We use the equity method to account for our investment in Antero Midstream because we have the ability to exercise significant influence over, but not control, Antero Midstream. Accordingly, we record, in the period in which it is earned, distributions from Antero Midstream associated with our ownership of IDR LLC, which owns 100% of Antero Midstream’s IDRs. The financial statements of AMGP do not consolidate the accounts of Antero Midstream. The accounts of Antero Midstream, a variable interest entity, are included in the consolidated financial statements of Antero Resources, the primary beneficiary of Antero Midstream.

New Accounting Pronouncements

On August 26, 2016, the FASB issued ASU 2016‑15, Classification of Certain Cash Receipts and Cash Payments, which removes diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows, including the presentation of distributions received from equity method investees. The new standard becomes effective for AMGP on January 1, 2018. We do not believe that this standard will have a material impact on our ongoing financial reporting upon adoption.

On June 16, 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which requires an entity to measure its financial assets at the net amount expected to be collected.  The ASU will replace most existing guidance in GAAP regarding the valuation of financial assets when it becomes effective.  The new standard becomes effective for us on January 1, 2020.  We do not believe that this standard will have a material impact on our ongoing financial reporting upon adoption.

Off-Balance Sheet Arrangements

As of December 31, 2017, we did not have any off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The nature of our business and operations is such that no activities or transactions are conducted or entered into by us that would require us to have a discussion under this item.

For a discussion of these matters as they pertain to Antero Midstream, please read Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” of Antero Midstream’s Annual Report on Form 10‑K for the year ended December 31, 2017, which has been included in this filing as Exhibit 99.1 and incorporated herein by reference, as the activities of Antero Midstream have a significant impact on our results of operations and financial position.

Item 8. Financial Statements and Supplementary Data

The Report of Independent Registered Public Accounting Firm, Consolidated Financial Statements and supplementary financial data required for this Item are set forth beginning on page F‑1 of this report and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

28


 

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a15(e) and 15d15(e) under the Exchange Act) as of the end of the period covered by this annual report. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as December 31, 2017 at a reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

This annual report is not required to include a report of management’s assessment regarding internal control over financial reporting or an attestation of our independent public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the fourth quarter of 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934

 

Pursuant to Section 13(r) of the Securities Exchange Act of 1934, we, Antero Midstream GP LP, may be required to disclose in our annual and quarterly reports to the SEC, whether we or any of our “affiliates” knowingly engaged in certain activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by U.S. economic sanctions. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Because the SEC defines the term “affiliate” broadly, it includes any entity under common “control” with us (and the term “control” is also construed broadly by the SEC).

The description of the activities below has been provided to us by Warburg, affiliates of which: (i) beneficially own more than 10% of our outstanding common shares and/or are members of our general partner’s board of directors, (ii) beneficially own more than 10% of the equity interests of, and have the right to designate members of the board of directors of Santander Asset Management Investment Holdings Limited (“SAMIH”). SAMIH may therefore be deemed to be under common “control” with us; however, this statement is not meant to be an admission that common control exists.

The disclosure below relates solely to activities conducted by SAMIH and its affiliates. The disclosure does not relate to any activities conducted by us or by Warburg and does not involve our or Warburg’s management. Neither we nor Warburg has had any involvement in or control over the disclosed activities, and neither we nor Warburg has independently verified or participated in the preparation of the disclosure. Neither we nor Warburg is representing as to the accuracy or completeness of the disclosure nor do we or Warburg undertake any obligation to correct or update it.

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We understand that one or more SEC-reporting affiliates of SAMIH intend to disclose in their next annual or quarterly SEC report that:

(a)Santander UK plc (“Santander UK”) holds two savings accounts and one current account for two customers resident in the United Kingdom (“UK”) who are currently designated by the United States (“US”) under the Specially Designated Global Terrorist (“SDGT”) sanctions program. Revenues and profits generated by Santander UK on these accounts in the year ended December 31, 2017 were negligible relative to the overall revenues and profits of Banco Santander SA.

(b)Santander UK holds two frozen current accounts for two UK nationals who are designated by the US under the SDGT sanctions program. The accounts held by each customer have been frozen since their designation and have remained frozen through the year ended December 31, 2017. The accounts are in arrears (£1,844.73 in debit combined) and are currently being managed by Santander UK Collections & Recoveries department. No revenues or profits were generated by Santander UK on this account in the year ended December 31, 2017.

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Management of Antero Midstream GP LP

Our general partner, AMGP GP LLC (“AMGP GP”), manages our operations and activities. Our shareholders are limited partners and do not participate in the management of our operations. As a general partner, our general partner is liable for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically non‑recourse to it. Our general partner has the sole discretion to incur indebtedness or other obligations on our behalf on a non‑recourse basis to the general partner.

We and our general partner have no employees. All of our officers and other personnel necessary for our business to function (to the extent not outsourced) are employed by Antero Resources. As a result, the services agreement provides for our payment of an annual fee to Antero Resources for corporate, general and administrative services. This fee is initially $0.5 million per year and is subject to adjustment on an annual basis based on the CPI. The fee is also subject to adjustment to reflect any increase in the cost of providing services due to changes in applicable law, rules or regulations and any increase in the scope and extent of the services provided. The fee will not be decreased below the initial fee unless the type or extent of services provided materially decreases.

All of our officers and a majority of the directors of our general partner are also officers or directors of Antero Resources and Antero Midstream’s general partner. Our general partner’s executive officers expect to spend the substantial majority of their time managing the business of Antero Midstream and Antero Resources, which benefits us as Antero Midstream’s performance determines our success. We estimate that these officers spend less than 10% of their time on our business, as distinct from Antero Midstream’s and Antero Resources’ businesses. The actual time devoted by these officers to managing our business as well as Antero Midstream’s and Antero Resources’ will fluctuate as a result of the relative activity level between the two entities. The amount of incremental time spent by non‑officer directors who serve on both boards depends to some extent on committee assignments, but our general partner estimates that such directors will spend less than 20% more time by serving on the board of directors of our general partner.

In addition to the fee and expenses described above, we reimburse Antero Resources for costs and expenses to the extent that such costs and expenses are directly allocable to the provision of services to us, our general partner, or our subsidiaries (other than Antero Midstream and its subsidiaries), including recurring costs associated with being a separate publicly traded entity, and taxes, other than payroll taxes, or other direct operating expenses, paid by Antero Resources for our benefit. We will also reimburse our general partner for any additional expenses incurred on our behalf or to maintain our legal existence and good standing. There is no limit on the amount of fees and expenses we may be required to pay to affiliates of our general partner on our behalf pursuant to the services agreement.

Board Leadership Structure

The Board of Directors of AMGP GP (the “Board”) does not have a formal policy addressing whether or not the roles of Chairman and Chief Executive Officer should be separate or combined. The directors serving on the Board possess considerable professional and industry experience, significant experience as directors of both public and private companies and a unique knowledge of the challenges and opportunities that we face. As such, the Board believes that it is in the best position to evaluate our needs and to determine how best to organize our leadership structure to meet those needs.

At present, our Board has chosen to combine the positions of Chairman and Chief Executive Officer. While the Board believes it is important to retain the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be separated or combined in one individual, the Board believes that the current Chief Executive Officer is an individual with the necessary experience, commitment and support of the other members of the Board to effectively carry out the role of Chairman.

The Board believes this structure promotes better alignment of strategic development and execution, more effective implementation of strategic initiatives and clearer accountability for our success or failure. Moreover, the Board

31


 

believes that combining the Chairman and Chief Executive Officer positions does not impede independent oversight of AMGP. Five of the seven members of the Board are independent under NYSE rules.

Board’s Role in Risk Oversight

In the normal course of our business, we are exposed to a variety of risks. The Board oversees our strategic direction, and in doing so considers the potential rewards and risks of our business opportunities and challenges, and monitors the development and management of risks that impact our strategic goals.

Executive Sessions

To facilitate candid discussion among our directors, the non-management directors meet in regularly scheduled executive sessions. The director who presides at these meetings is chosen by the Board prior to such meetings.

Interested Party Communications

Shareholders and other interested parties may communicate by writing to: Antero Midstream GP LP, 1615 Wynkoop Street, Denver, Colorado 80202. Shareholders may submit their communications to the Board, any committee of the Board or individual directors on a confidential or anonymous basis by sending the communication in a sealed envelope marked "Shareholder Communication with Directors" and clearly identify the intended recipient(s) of the communication.

Our Chief Administrative Officer will review each communication and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressee if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the general partner, then the general partner’s Chief Administrative Officer may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.

Information may be submitted confidentially and anonymously, although we may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal actions and in other circumstances. Our policy is not to take any adverse action, and not to tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, our policies or our Corporate Code of Business Conduct and Ethics.

Available Governance Materials

The Board has adopted the following materials, which are available on our website at www.anteromidstreamgp.com:

·

Charter of the Audit Committee of the Board of Directors;

·

Corporate Code of Business Conduct and Ethics;

·

Financial Code of Ethics; and

·

Corporate Governance Guidelines.

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Shareholders may obtain a copy, free of charge, of each of these documents by sending a written request to Antero Midstream GP LP, 1615 Wynkoop Street, Denver, Colorado, 80202. We intend to disclose any amendments to, or waivers from, our Code of Business Conduct and Ethics on our website.

Directors and Executive Officers

The following table shows information for our general partner’s executive officers and directors. Directors hold office until their successors have been elected or qualified or until the earlier of their death, resignation, removal or disqualification. Executive officers serve at the discretion of the board. There are no family relationships among any of the directors or executive officers. Some of the directors and all of the executive officers also serve as executive officers of Antero Resources and Antero Midstream’s general partner.

 

 

 

 

 

Name

    

Age

    

Position With Our General Partner  

Paul M. Rady

 

64

 

Chairman and Chief Executive Officer

Glen C. Warren, Jr.

 

62

 

Director, President and Secretary

Michael N. Kennedy

 

43

 

Chief Financial Officer and Senior Vice President—Finance

Kevin J. Kilstrom

 

63

 

Senior Vice President—Production

Alvyn A. Schopp

 

59

 

Chief Administrative Officer, Regional Senior Vice President and Treasurer

Ward D. McNeilly

 

67

 

Senior Vice President—Reserves, Planning and Midstream

Peter R. Kagan

 

49

 

Director

W. Howard Keenan, Jr.

 

67

 

Director

James R. Levy

 

41

 

Director

Brooks J. Klimley

 

60

 

Director

Rose M. Robeson

 

57

 

Director

 

Paul M. Rady has served as Chief Executive Officer of our general partner since January 2017 and as Chairman of the Board of Directors of our general partner since April 2017 and has served as Chief Executive Officer and Chairman of the Board of Directors of the general partner of Antero Midstream since February 2014. Mr. Rady was a co‑founder and served as Chief Executive Officer and Chairman of the Board of Directors of Antero Resources since May 2004 and of its predecessor company from its founding in 2002 to its sale to XTO Energy, Inc. in April 2005. Prior to Antero Resources, Mr. Rady served as President, CEO and Chairman of Pennaco Energy from 1998 until its sale to Marathon in early 2001. Prior to Pennaco, Mr. Rady was with Barrett Resources from 1990 until 1998 where he initially was recruited as Chief Geologist in 1990, then served as Exploration Manager, EVP Exploration, President, COO and Director and ultimately CEO. Mr. Rady began his career with Amoco where he served 10 years as a geologist focused on the Rockies and Mid‑Continent. Mr. Rady holds a B.A. in Geology from Western State College of Colorado and M.Sc. in Geology from Western Washington University.

Mr. Rady’s significant experience as a chief executive of oil and gas companies, together with his training as a geologist and broad industry knowledge, enable Mr. Rady to provide the board with executive counsel on a full range of business, strategic and professional matters.

Glen C. Warren, Jr. has served as President and Secretary of our general partner since January 2017 and as a director of our general partner since April 2017 and has served as President and Secretary and as a director of the general partner of Antero Midstream since January 2016, prior to which he served as President, Chief Financial Officer and Secretary and as a director of the general partner of Antero Midstream beginning in February 2014. Mr. Warren was a co‑founder and served as President, Chief Financial Officer and Secretary and as a director of Antero Resources since May 2004 and of its predecessor company from its founding in 2002 to its sale to XTO Energy, Inc. in April 2005. Prior to Antero Resources, Mr. Warren served as EVP, CFO and Director of Pennaco Energy from 1998 until its sale to Marathon in early 2001. Mr. Warren spent 10 years as a natural resources investment banker focused on equity and debt financing and M&A advisory with Lehman Brothers, Dillon, Read & Co. Inc. and Kidder, Peabody & Co. Mr. Warren began his career as a landman in the Gulf Coast region with Amoco, where he spent six years. Mr. Warren holds a B.A. from the University of Mississippi, a J.D. from the University of Mississippi School of Law and an M.B.A. from the Anderson School of Management at U.C.L.A.

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Mr. Warren’s significant experience as a chief financial officer of oil and gas companies, together with his experience as an investment banker and broad industry knowledge, enable Mr. Warren to provide the board with executive counsel on a full range of business, strategic, financial and professional matters.

Michael N. Kennedy has served as our Chief Financial Officer and Senior Vice President of Finance since April 2017 and has served as Chief Financial Officer and Senior Vice President of Finance of the general partner of Antero Midstream since January 2016, prior to which he served as Vice President of Finance of the general partner of Antero Midstream beginning in February 2014. Mr. Kennedy has also served as Senior Vice President of Finance of Antero Resources since January 2016, prior to which he served as Vice President of Finance of Antero Resources beginning in August 2013. Mr. Kennedy was Executive Vice President and Chief Financial Officer of Forest Oil Corporation (“Forest”) from 2009 to 2013. From 2001 until 2009, Mr. Kennedy held various financial positions of increasing responsibility within Forest. From 1996 to 2001, Mr. Kennedy was an auditor with Arthur Andersen LLP focusing on the Natural Resources industry. Mr. Kennedy holds a B.S. in Accounting from the University of Colorado at Boulder.

Kevin J. Kilstrom has served as our Senior Vice President of Production since April 2017 and has served as Senior Vice President of Production of the general partner of Antero Midstream since January 2016, prior to which he served as Vice President of Production of the general partner of Antero Midstream beginning in February 2014. Mr. Kilstrom also has served as Senior Vice President of Production of Antero Resources since January 2016, prior to which he served as Vice President of Production of Antero Resources beginning in June 2007. Mr. Kilstrom was a Manager of Petroleum Engineering with AGL Energy of Sydney, Australia (“AGL”) from 2006 to 2007. Prior to AGL, Mr. Kilstrom was with Marathon Oil (“Marathon”) as an Engineering Consultant and Asset Manager from 2003 to 2006 and as a Business Unit Manager for Marathon’s Powder River coal bed methane assets from 2001 to 2003. Mr. Kilstrom also served as a member of the board of directors of three Marathon subsidiaries from October 2003 through May 2005. Mr. Kilstrom was an Operations Manager and reserve engineer at Pennaco Energy from 1999 to 2001. Mr. Kilstrom was at Amoco for more than 22 years prior to 1999. Mr. Kilstrom holds a B.S. in Engineering from Iowa State University and an M.B.A. from DePaul University.

Alvyn A. Schopp has served as our Chief Administrative Officer, Regional Senior Vice President, and Treasurer since April 2017 and has served as Chief Administrative Officer, Regional Senior Vice President, and Treasurer of Antero Midstream’s general partner since January 2016, prior to which he served as Chief Administrative Officer, Regional Vice President and Treasurer of Antero Midstream’s general partner beginning in February 2014. Mr. Schopp has also served as Chief Administrative Officer, Regional Senior Vice President, and Treasurer of Antero Resources since January 2016, as Chief Administrative Officer, Regional Vice President and Treasurer from September 2013 to January 2016, as Vice President of Accounting and Administration and Treasurer from January 2005 to September 2013, as Controller and Treasurer from 2003 to 2005 and as Vice President of Accounting and Administration and Treasurer of Antero Resources’ predecessor company, Antero Resources Corporation, from January 2005 until its sale to XTO Energy, Inc. in April 2005. From 1993 to 2000, Mr. Schopp was CFO, Director and ultimately CEO of T‑Netix. From 1980 to 1993 Mr. Schopp was with KPMG LLP, most recently as a Senior Manager. Mr. Schopp holds a B.B.A. from Drake University.

Ward D. McNeilly has served as our Senior Vice President of Reserves, Planning and Midstream since April 2017 and has served as Senior Vice President of Reserves, Planning and Midstream of Antero Midstream’s general partner since January 2016, prior to which he served as Vice President of Reserves, Planning and Midstream of Antero Midstream’s general partner beginning in February 2014. Mr. McNeilly also has served as Senior Vice President of Reserves, Planning & Midstream of Antero Resources since January 2016, prior to which he served as Vice President of Reserves, Planning & Midstream of Antero Resources beginning in October 2010. Mr. McNeilly has 37 years of experience in oil and gas asset management, operations, and reservoir management. From 2007 to October 2010, Mr. McNeilly was BHP Billiton’s Gulf of Mexico Operations Manager. From 1996 through 2007, Mr. McNeilly served in various North Sea and Gulf of Mexico Deepwater operations and asset management positions with Amoco and then BP. Mr. McNeilly served in a number of different domestic and international positions with Amoco from 1979 to 1996. Mr. McNeilly holds a B.S. in Geological Engineering from the Mackay School of Mines at the University of Nevada.

Peter R. Kagan has served as a director of our general partner since April 2017. Mr. Kagan has also served as a director of Antero Midstream since February 2014 and a director of Antero Resources since 2004. Mr. Kagan has been with Warburg Pincus since 1997 where he leads the firm’s investment activities in energy and natural resources. He is a

34


 

Partner of Warburg Pincus & Co. and a Managing Director of Warburg Pincus LLC. He is also a member of Warburg Pincus LLC’s Executive Management Group. Mr. Kagan received a B.A. degree cum laude from Harvard College and J.D. and M.B.A. degrees with honors from the University of Chicago. Prior to joining Warburg Pincus, he worked in investment banking at Salomon Brothers in both New York and Hong Kong. Mr. Kagan currently also serves on the boards of directors of the following public companies: Laredo Petroleum Holdings, Inc., MEG Energy Corp. and Targa Resources Corp., as well as the boards of several private companies. In addition, he is a director of Resources for the Future and a trustee of Milton Academy.

Mr. Kagan has significant experience with energy companies and investments and broad knowledge of the oil and gas industry. We believe his background and skill set make Mr. Kagan well‑suited to serve as a member of our board of directors.

W. Howard Keenan, Jr. has served as a director of our general partner since April 2017. Mr. Keenan has also served as a director of Antero Midstream since February 2014 and a director of Antero Resources since 2004. Mr. Keenan has over 40 years of experience in the financial and energy businesses. Since 1997, he has been a Member of Yorktown Partners LLC, a private investment manager focused on the energy industry. From 1975 to 1997, he was in the Corporate Finance Department of Dillon, Read & Co. Inc. and active in the private equity and energy areas, including the founding of the first Yorktown Partners fund in 1991. He is serving or has served as a director of multiple Yorktown Portfolio companies and currently serves as a director of the following public companies: Ramaco Resources, Inc. and Solaris Oilfield Infrastructure, Inc. Mr. Keenan holds a B.A. degree cum laude from Harvard College and an M.B.A. degree from Harvard University.

Mr. Keenan has significant experience with energy companies and investments and broad knowledge of the oil and gas industry. We believe his background and skill set make Mr. Keenan well‑suited to serve as a member of our board of directors.

James R. Levy has served as a director of our general partner since April 2017 and joined the audit committee of the board of directors of our general partner in connection with our listing on the NYSE. Mr. Levy has also served as a director of Antero Resources since October 2013, where he serves on the compensation committee. Mr. Levy joined Warburg Pincus in 2006 and focuses on investments in the energy industry. Mr. Levy is a Partner of Warburg Pincus & Co. and a Managing Director of Warburg Pincus LLC. Prior to joining Warburg Pincus, Mr. Levy worked as a private equity investor at Kohlberg & Company and in M&A advisory at Wasserstein Perella & Co. Mr. Levy currently serves on the board of directors of Laredo Petroleum as well as the board of directors of several private companies. In addition, he is a trustee of Prep for Prep. Mr. Levy received a Bachelor of Arts degree from Yale University.

Mr. Levy has significant experience with energy companies and investments and broad knowledge of the oil and gas industry. We believe his background and skill set make Mr. Levy well‑suited to serve as a member of our board of directors.

Brooks J. Klimley joined the board of our general partner in connection with our listing on the NYSE, and serves as a member of the audit committee. Mr. Klimley served as a director of Antero Midstream, where he also served as a member of the audit committee, from March 2015 until he joined the board of our general partner. In 2013, Mr. Klimley joined The Silverfern Group, which is focused on private equity co‑investments, after a nearly 25 year career leading investment banking practices covering the energy and mining sectors. In addition, he has served as an Adjunct Professor at Columbia University’s graduate schools of business and international affairs since 2010. Previously, Mr. Klimley acted as President of Brooks J. Klimley & Associates, an energy advisory services firm focused on strategy and capital raising for energy and natural resources companies. Prior to founding his own firm in 2009, Mr. Klimley acted as the President of CIT Energy and held senior leadership positions at a number of financial institutions, including Citicorp, Bear Stearns, UBS and Kidder, Peabody. Mr. Klimley holds a dual B.A./M.A. in Jurisprudence (Law) from Oxford University and a joint degree in Economics and History from Columbia University.

Mr. Klimley has significant experience with energy companies and investments and broad knowledge of the oil and gas industry. We believe his background and skill set make Mr. Klimley well‑suited to serve as a member of our board of directors.

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Rose M. Robeson joined the board of directors of our general partner in connection with our listing on the NYSE, and serves as chairman of the audit committee. Prior to her retirement in March 2014, Ms. Robeson was Senior Vice President & Chief Financial Officer of DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP from May 2012 until January 2014. Ms. Robeson also served as Group Vice President and Chief Financial Officer of DCP Midstream LLC from January 2002 to May 2012. Ms. Robeson served as a director of American Midstream GP, LLC, the general partner of American Midstream Partners, LP (NYSE: AMID) from June 2014 to June 2016. Ms. Robeson served as a director of Tesco Corporation from November 2015 to December 2017. Ms. Robeson earned her B.S. degree in accounting from Northwest Missouri State University. Ms. Robeson became a certified public accountant in 1983 and her license is currently inactive. Ms. Robeson is a member of the board of directors of SM Energy, an independent energy company engaged in the acquisition, development, and production of crude oil, natural gas and natural gas liquids in onshore North America, and serves as Audit Committee Chair. Ms. Robeson is also a director of Newpark Resources (NYSE: NR), a worldwide provider of drilling fluids systems and composite matting systems used in oilfield services, and serves on the Audit, Compensation, and Nominating and Governance committees.

Ms. Robeson brings to the Board over 30 years of experience in various aspects of the oil and gas industry, including exploration and production, midstream and refining and marketing. She also has significant financial management, risk management and accounting oversight experience, which is important in the oversight of our financial reporting and risk management functions. Ms. Robeson’s service on other public company boards enhances her strong corporate governance background. We believe her background and skill set make Ms. Robeson well‑suited to serve as a member of our board of directors and as Chairman of the audit committee.

Committees of the Board of Directors

The board of directors of our general partner has an audit committee. We do not have a compensation committee, but rather the board of directors of our general partner approves equity grants to directors and Antero Resources employees. The board of directors of our general partner may establish a conflicts committee to review specific matters that the board believes may involve conflicts of interest.

Audit Committee

Rules implemented by the NYSE and SEC require us to have an audit committee comprised of at least three directors who meet the independence and experience standards established by the NYSE and the Exchange Act, subject to transitional relief during the year following our IPO. Messrs. Levy and Klimley serve on our audit committee, and Ms. Robeson serves as the Chairman of the committee. As required by the rules of the SEC and listing standards of the NYSE, the audit committee currently consists of a majority of independent directors under the standards established by the NYSE and the Exchange Act and will consist solely of independent directors within one year of our IPO. SEC rules also require that a public company disclose whether or not its audit committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules. Our board of directors believes that Ms. Robeson possesses substantial financial experience based on her extensive experience in finance as it relates to the oil and gas industry as the former CFO of DCP Midstream LLC. As a result of these qualifications, we believe Ms. Robeson satisfies the definition of “audit committee financial expert.”

This committee oversees, reviews, acts on and reports on various auditing and accounting matters to our board of directors, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee oversees our compliance programs relating to legal and regulatory requirements. We adopted an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and NYSE.

Conflicts Committee

Our general partner may, from time to time, have a conflicts committee to which the board will appoint at least two independent directors and which may be asked to review specific matters that the board believes may involve conflicts of interest and determines to submit to the conflicts committee for review. The conflicts committee will determine if the

36


 

resolution of the conflict of interest is adverse to the interest of the partnership. The members of the conflicts committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates, Antero Resources, and must meet the independence standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors, along with other requirements in our partnership agreement. Any matters approved by the conflicts committee will be conclusively deemed to be approved by us and all of our partners and not a breach by our general partner of any duties it may owe us or our unitholders.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires executive officers and managing board members of our general partner and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish us with copies of all such reports.

Based solely upon our review of reports received by us, or representations from certain reporting persons that no filings were required, we believe that all of the officers and managing board members of our general partner and persons who beneficially owned more than 10% of our common units complied with all applicable filing requirements during fiscal year 2017.

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Item 11. Executive Compensation

Executive Compensation

Overview

The tables and narrative disclosure below provide compensation disclosure that satisfies the requirements applicable to emerging growth companies.

Neither we nor our general partner have any employees. All of the executive officers of our general partner and other personnel who provide services to our business are employed by Antero Resources. The tables and narrative disclosure below provide compensation information for the following named executive officers of our general partner, whom we refer to herein collectively as our “Named Executive Officers”:

2017 Named Executive Officers

 

 

 

Name

    

Principal Position

Paul M. Rady

 

Chairman of the Board and Chief Executive Officer

Glen C. Warren, Jr.

 

Director, President and Secretary

Michael N. Kennedy

 

Chief Financial Officer and Senior Vice President—Finance

Alvyn A. Schopp

 

Chief Administrative Officer, Regional Senior Vice President and Treasurer

Kevin J. Kilstrom

 

Senior Vice President—Production

Ward D. McNeilly

 

Senior Vice President—Reserves, Planning and Midstream

 

Our Named Executive Officers currently receive all of their compensation and benefits for services provided to our business from Antero Resources, Antero Midstream and IDR LLC. All decisions regarding the compensation of our Named Executive Officers, other than with respect to long-term equity incentive awards under the Antero Midstream Partners LP Long-Term Incentive Plan (the “Midstream LTIP”) and Series B Units issued by IDR LLC, are made by the compensation committee of Antero Resources’ board of directors (the “Compensation Committee”). Pursuant to the services agreement that we have entered into with Antero Resources and our general partner, we are required to reimburse Antero Resources for a proportionate amount of compensation expenses incurred on our behalf. Although we bear an allocated portion of Antero Resources’ costs of providing such compensation and benefits to our Named Executive Officers, we have no control over such costs and do not establish or direct the compensation policies or practices of Antero Resources or Antero Midstream. 

The elements of compensation provided by Antero Resources and the Compensation Committee’s decisions with respect to our Named Executive Officers’ compensation are not subject to approval by the board of directors of our general partner. Certain members of the board of directors of our general partner are members of the board of directors of Antero Resources. Messrs. Kagan, Keenan and Levy served on the board of directors of our general partner and the board of directors of Antero Resources in 2017. As used in this Item 11 (other than in this “Overview” and the “Compensation of Directors” section below), references to “our,” “we,” “us,” the “Company,” and similar terms refer to Antero Resources, references to the “Board” or “Board of Directors” refer to the board of directors of Antero Resources, and references to the Partnership refer to Antero Midstream.

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Summary Compensation Table

The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered in all capacities during the fiscal years ended December 31, 2017, 2016 and 2015.

Summary Compensation Table for the Years Ended December 31, 2017, 2016 and 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal Position

    

Year

    

Salary
($)(1)

    

Bonus 
($)(2)

    

Stock
Awards
($)(3)

    

Option
Awards
($)

    

All Other
Compensation
($)(4)

    

Total
($)

Paul M. Rady

 

2017

 

$

853,833 

 

$

823,680 

 

$

8,240,720 

 

$

— 

 

$

6,983 

 

$

9,925,217 

(Chairman of the Board of

 

2016

 

$

831,667 

 

$

1,249,500 

 

$

8,185,133 

 

$

— 

(5)  

$

10,600 

 

$

10,276,900 

Directors and Chief

 

2015

 

$

820,833 

 

$

990,000 

 

$

6,000,009 

 

$

1,474,000 

(6)  

$

10,600 

 

$

9,295,442 

Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glen C. Warren, Jr.

 

2017

 

$

641,833 

 

$

516,000 

 

$

5,493,827 

 

$

— 

 

$

10,800 

 

$

6,662,461 

(Director, President and

 

2016

 

$

625,000 

 

$

782,500 

 

$

5,456,802 

 

$

— 

(5)  

$

10,600 

 

$

6,874,902 

Chief Financial Officer of the

 

2015

 

$

616,667 

 

$

620,000 

 

$

3,999,992 

 

$

982,672 

(6)  

$

10,600 

 

$

6,229,931 

Company and Secretary)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alvyn A. Schopp

 

2017

 

$

429,833 

 

$

367,200 

 

$

2,032,733 

 

$

— 

 

$

6,418 

 

$

2,836,185 

(Chief Administrative

 

2016

 

$

418,333 

 

$

445,188 

 

$

12,805,262 

 

$

— 

 

$

10,600 

 

$

13,679,383 

Officer and Sr. Regional

 

2015

 

$

412,500 

 

$

352,750 

 

$

1,500,013 

 

$

368,500 

(6)  

$

10,600 

 

$

2,644,363 

Vice President)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kevin J. Kilstrom

 

2017

 

$

429,833 

 

$

367,200 

 

$

2,032,733 

 

$

— 

 

$

8,553 

 

$

2,838,320 

(Sr. Vice President—

 

2016

 

$

418,333 

 

$

445,188 

 

$

6,739,263 

 

$

— 

 

$

10,600 

 

$

7,613,384 

Production)

 

2015

 

$

412,500 

 

$

352,750 

 

$

1,500,013 

 

$

368,500 

(6)  

$

10,600 

 

$

2,644,363 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ward D. McNeilly

 

2017

 

$

389,000 

 

$

332,350 

 

$

2,032,733 

 

$

— 

 

$

10,800 

 

$

2,764,884 

(Sr. Vice President—

 

2016

 

$

378,333 

 

$

402,688 

 

$

6,739,263 

 

$

— 

 

$

10,600 

 

$

7,530,884 

Reserves, Planning and

 

2015

 

$

372,500 

 

$

300,000 

 

$

1,349,995 

 

$

331,650 

(6)  

$

10,600 

 

$

2,364,745 

Midstream)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael N. Kennedy

 

2017

 

$

373,167 

 

$

300,000 

 

$

2,032,733 

 

$

— 

(5)  

$

10,800 

 

$

2,716,700 

(Sr. Vice President—

 

2016

 

$

363,333 

 

$

364,000 

 

$

2,021,264 

 

$

— 

 

$

9,680 

 

$

2,758,277 

Finance, and Chief Financial

 

2015

 

$

358,333 

 

$

288,000 

 

$

3,439,439 

 

$

368,500 

(6)  

$

10,600 

 

$

4,464,872 

Officer of the Partnership)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)

The amounts in this column may differ from those reported above under “Compensation Discussion and Analysis—Elements of Direct Compensation—Base Salaries” due to the fact that adjustments to the base salaries of our Named Executive Officers for the 2016 and 2017 fiscal years took effect on March 1, 2016, and March 1, 2017, respectively.

(2)

Represents the aggregate amount of the annual discretionary cash bonuses paid to each Named Executive Officer.

(3)

The amounts in this column represent the grant date fair value of (i) restricted stock unit awards and performance share unit awards granted to the Named Executive Officers pursuant to the AR LTIP (as discussed in “Narrative Disclosure to Summary Compensation Table—Restricted Stock Unit Awards and Performance Share Units” below) and (ii) phantom units (which include Midstream DERs, as discussed in “Narrative Disclosure to Summary Compensation Table—Phantom Unit Awards” below) granted to the Named Executive Officers pursuant to the Midstream LTIP, each as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718. See Note 4 to our consolidated financial statements for additional detail regarding assumptions underlying the value of these equity awards.

(4)

The amounts in this column represent the amount of the Company’s 401(k) match for fiscal 2015, 2016 and 2017 for each participating Named Executive Officer.

(5)

In December 2016, Messrs. Rady and Warren were each issued Series B Units in IDR LLC, two-thirds of which were unvested as of December 31, 2017. Mr. Kennedy was granted Series B Units in IDR LLC on January 10, 2017, two-thirds of which were unvested as of December 31, 2017. As discussed below under the heading “Payments Upon Termination or Change in Control—Series B Units in IDR LLC,” the Series B Units in IDR LLC are intended to constitute “profits interests” for federal tax purposes. Accordingly, if IDR LLC had been liquidated as of the date these Series B Units were granted, Messrs. Rady, Warren and Kennedy would not have been entitled to receive any distributions with respect to such Series B Units. Please see “Narrative Disclosure to

39


 

Summary Compensation Table and Grants of Plan-Based Awards Table—Series B Units in IDR LLC” for more information regarding the Series B Units in IDR LLC.

(6)

These amounts reflect the grant date fair value of stock option awards granted to our Named Executive Officers pursuant to the AR LTIP in April 2015, computed in accordance with FASB ASC Topic 718. See Note 4 to our consolidated financial statements for additional detail regarding assumptions underlying the value of these equity awards.

Narrative Disclosure to Summary Compensation Table

The following is a discussion of material factors necessary to an understanding of the information disclosed in the Summary Compensation Table.

Elements of Direct Compensation

Our Named Executive Officers’ compensation includes the following key components:

·

Base salaries;

·

Annual cash incentive payments; and

·

Long-term equity-based incentive awards.

Base Salaries

Base salaries are designed to provide a minimum, fixed level of cash compensation for services rendered during the year. Base salaries are reviewed annually, but are not necessarily increased if the Compensation Committee believes that (1) our executives are currently compensated at proper levels in light of Company performance or external market factors, or (2) an increase or addition to other elements of compensation would be more appropriate in light of our objectives.

Annual Cash Incentive Awards

Purpose and Operation

Annual cash incentive payments, which we also refer to as cash bonuses, are a key component of each Named Executive Officer’s annual compensation package. This annual incentive plan is based on a balanced scorecard that is used to measure our performance. The bonus targets for each of the Named Executive Officers, which are expressed as a percentage of base salary, are listed below:

Executive Officer

    

2017 Target
Bonus (as a %
of base salary)

 

Paul M. Rady

 

120 

%

Glen C. Warren, Jr.

 

100 

%

Alvyn A. Schopp

 

85 

%

Kevin J. Kilstrom

 

85 

%

Ward D. McNeilly

 

85 

%

Michael N. Kennedy

 

80 

%

 

40


 

Performance Metrics

The following table identifies the selected financial, operational and strategic performance metrics for the 2017 annual incentive program, the relative weightings for each category, and the threshold, target and maximum bonus levels for each metric, as well as the actual performance levels achieved with respect to each metric:

Performance
Category

    

Weighting
Factor
(1)

    

Selected Metric

    

Minimum

    

Target

    

Maximum

    

Actual

    

Performance
Score

 

Financial

 

25 

%  

EBITDAX (YE 2016 Strip) ($MM)(2)

 

 

1,440 

 

 

1,544 

 

 

1,640 

 

 

1,557 

 

14 

%

 

 

 

 

Net Debt / EBITDAX(2)

 

 

3.7x

 

 

3.5x

 

 

3.3x

 

 

3.1x

 

25 

%

Operational

 

35 

%  

Net Production vs. Plan (Mcfe/d)

 

 

2,160 

 

 

2,238 

 

 

2,300 

 

 

2,253 

 

%

 

 

 

 

Development Costs ($/Mcfe)(3)

 

$

0.70 

 

$

0.65 

 

$

0.60 

 

$

0.53 

 

10 

%

 

 

 

 

Cash Production Expense ($/Mcfe)(4)

 

$

1.81 

 

$

1.74 

 

$

1.67 

 

$

1.69 

 

%

 

 

 

 

G&A Expense ($/Mcfe)(5)

 

$

0.21 

 

$

0.19 

 

$

0.17 

 

$

0.18 

 

%

 

 

 

 

Capital Expenditures vs. Plan ($MM)(6)

 

$

2,200 

 

$

2,100 

 

$

2,000 

 

$

2,041 

 

%

 

 

 

 

Drilling Rate of Return (%) at predrill commodity prices and actual costs

 

 

43 

%  

 

53 

%  

 

63 

%  

 

50 

%  

%

 

 

 

 

Lost Time Incident Rate (LTIR)

 

 

0.30 

 

 

0.10 

 

 

0.08 

 

 

0.03 

 

10 

%

Strategic

 

40 

%  

Succession Planning

 

 

 

 

 

(7)

 

 

 

 

 

(7)

 

10 

%

 

 

 

 

Strategic Planning

 

 

 

 

 

(7)

 

 

 

 

 

(7)

 

10 

%

 

 

 

 

Safety Training and Contractor Management

 

 

 

 

 

(7)

 

 

 

 

 

(7)

 

10 

%

 

 

 

 

No Meaningful Environmental Incidents

 

 

 

 

 

(7)

 

 

 

 

 

(7)

 

10 

%

Total

 

100 

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

132 

%


(1)

Equal weighting among performance metrics for each performance category.

(2)

Excludes $98 million EBITDAX impact from previously disclosed contractual disputes relating to natural gas sales contracts.

(3)

Represents well-by-well net capital costs divided by well-by-well net reserves for all Company-operated wells completed in 2017.

(4)

Includes marketing revenues and expenses.

(5)

Excludes non-cash stock-based compensation.

(6)

Includes drilling and completion, leasehold acquisitions, water and midstream capital. Excludes proved property acquisitions.

(7)

Target for these items is at the discretion of the Compensation Committee, taking into account specific actions and plans incurred throughout the course of the year. The Compensation Committee determines the amount of progress in each case and considers the actions taken by management and the level of contribution to the overall success of the Company.

41


 

2017 Scorecard Results

Although our actual performance indicated a payout calculation of 132%, the Compensation Committee determined that payouts under the 2017 annual incentive scorecard should be capped at 80% of target for Messrs. Rady and Warren and 100% of target for Messrs. Schopp, Kilstrom, McNeilly and Kennedy. The Compensation Committee elected for the 2017 bonuses to be paid in March 2018. The table below reflects the results of our 2017 annual incentive scorecard:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Officer

    

2017 Target
Bonus ($)

    

Performance
Achievement
Level
(Percentage of
Target)

    

Unadjusted 2017
Bonus Result ($)

    

Performance
Capped
Maximum
(Percentage of
Target)

    

Actual 2017
Bonus ($)

Paul M. Rady

 

$

1,029,600 

 

132 

%  

$

1,359,072 

 

80 

%  

$

823,680 

Glen C. Warren, Jr.

 

$

645,000 

 

132 

%  

$

851,400 

 

80 

%  

$

516,000 

Alvyn A. Schopp

 

$

367,200 

 

132 

%  

$

484,704 

 

100 

%  

$

367,200 

Kevin J. Kilstrom

 

$

367,200 

 

132 

%  

$

484,704 

 

100 

%  

$

367,200 

Ward D. McNeilly

 

$

332,350 

 

132 

%  

$

438,702 

 

100 

%  

$

332,350 

Michael N. Kennedy

 

$

300,000 

 

132 

%  

$

396,000 

 

100 

%  

$

300,000 

 

Long-Term Equity-Based Incentive Awards

Restricted Stock Unit Awards and Performance Share Units

The Compensation Committee granted restricted stock unit awards and performance share unit awards under the Antero Resources Corporation Long-Term Incentive Plan (the “AR LTIP”) to each of our Named Executive Officers in April 2017. The restricted stock unit awards will vest pro rata on each of the first four anniversaries of the date of grant. The performance share unit awards will be earned based upon our three-year total shareholder return relative to our selected peer group, as described below. In each case, the applicable Named Executive Officer must remain continuously employed by us from the grant date through the applicable vesting date. All of the restricted stock units and performance share unit awards will also vest in full upon a termination of a Named Executive Officer’s employment due to his death or disability.

The performance share units awarded in 2017 will be earned, if at all, based upon the Company’s three-year total shareholder return performance measured against a selected peer group of onshore publicly traded oil and gas companies that are reasonably similar to us in terms of size and operations. In order to achieve a payout under the performance share unit awards, our total shareholder return performance relative to the peer group over the performance period must rank at or above the 30th percentile for a threshold payout, the 55th percentile for a target payout, or the 80th percentile for the maximum payout. The payout will be determined as follows:

 

 

 

 

 

 

Performance Level

    

Relative Total
Shareholder Return
Percentile Ranking

    

Performance
Payout%*

 

Maximum

 

80 

%  

200 

%

Target

 

55 

%  

100 

%

Threshold

 

30 

%  

50 

%


*

Regardless of our relative ranking, if our total shareholder return is negative for the performance period, the number of performance share units earned will not exceed 100% of target. If our relative total shareholder return percentile ranking falls between performance levels, the performance payout percentage will be determined by linear interpolation between such performance levels.

Vested restricted stock units (less any restricted stock units withheld to satisfy applicable tax withholding obligations) will be settled through the issuance of common stock within 30 days following the vesting date. Named Executive Officers holding unvested restricted stock units are entitled to receive dividend equivalent right credits (the “AR DERs”), if any, equal to cash distributions paid in respect of a share of our common stock. The AR DERs will be paid in cash within 30 days following the vesting of the associated restricted stock units, or, if applicable, will be forfeited at the

42


 

same time the associated restricted stock units are forfeited. The potential acceleration and forfeiture events related to these restricted stock units are described in greater detail under the heading “Potential Payments Upon Termination or Change in Control” below.

Phantom Unit Awards

On April 15, 2017, the board of directors of the general partner of the Partnership granted phantom units under the Midstream LTIP to each of our Named Executive Officers in connection with the Company’s annual compensation program to recognize the Named Executive Officers’ contributions to the operations of the Partnership. Phantom units granted under the Midstream LTIP generally represent the right to receive common units of the Partnership upon vesting. The phantom unit awards granted to our Named Executive Officers will vest, in four equal installments, on each of the first four anniversaries of the grant date so long as the applicable Named Executive Officer remains continuously employed by us from the grant date through the applicable vesting date. All of the phantom units granted to a Named Executive Officer will become fully vested immediately if such Named Executive Officer’s employment terminates due to death or disability or the consummation of a change in control (as defined in the Midstream LTIP). Vested phantom units (less any phantom units withheld to satisfy applicable tax withholding obligations) will be settled through the issuance of common units within 30 days following the vesting date. Named Executive Officers holding unvested phantom units are entitled to receive distribution equivalent right credits (the “Midstream DERs”) equal to cash distributions paid in respect of a common unit of the Partnership. The Midstream DERs will be paid in cash within 30 days following the vesting of the associated phantom units, or, if applicable, will be forfeited at the same time the associated phantom units are forfeited. The potential acceleration and forfeiture events relating to these phantom units are described in greater detail under the heading “Potential Payments Upon Termination or Change in Control” below.

Series B Units in IDR LLC

IDR LLC was formed to hold 100% of the Partnership’s IDRs. As of December 31, 2017, Messrs. Rady, Warren and Kennedy held 48,000, 32,000 and 4,000, respectively, of the 98,600 outstanding Series B Units in IDR LLC. To the extent vested, the Series B Units in IDR LLC entitle the holders thereof to receive, subject to the terms and provisions of the limited liability company agreement of IDR LLC (the “IDR LLC Agreement”) and the incentive unit award agreements pursuant to which the awards were granted, a proportionate amount of up to 6% of any future profits of IDR LLC that result from any distributions on the Partnership’s IDRs that are held by IDR LLC in excess of $7.5 million per quarter. Unvested Series B Units in IDR LLC are not entitled to receive any distributions; however, in connection with any subsequent distribution on the Partnership’s IDRs following the date an unvested Series B Unit in IDR LLC becomes vested, the holder of such vested Series B Unit in IDR LLC is entitled to receive an additional distribution equal to the aggregate amount of distributions that would have been made with respect to such Series B Unit in IDR LLC during the period in which such Series B Unit was unvested if such Series B Unit had been vested.

With respect to vested Series B Units in IDR LLC, Messrs. Rady, Warren and Kennedy have the right, upon delivery of notice to IDR LLC, to require IDR LLC to redeem all or a portion of their vested Series B Units for a number of newly issued AMGP common shares, equal to the quotient determined by dividing (a) the product of (i) the Per Vested B Unit Entitlement (as defined below) and (ii) the number of vested Series B Units being redeemed, by (b) the volume-weighted average price of an AMGP common share for the 20 trading days ending on and including the trading day prior to the date of such notice (the “AMGP VWAP Price”).  However, in no event will the aggregate number of AMGP common shares issued by AMGP pursuant to all such redemptions by owners of Series B Units exceed 6% of the aggregate number of issued and outstanding AMGP common shares. 

For purposes of the redemption right described above, the “Per Vested B Unit Entitlement” is calculated in accordance with the IDR LLC Agreement, and will equal, as of the date of determination, the quotient obtained by dividing (a) the product of (i) the fair market value of IDR LLC (which for this purpose is based on the equity value of AMGP calculated on the applicable date of determination by multiplying the AMGP VWAP Price and the number of then-outstanding AMGP common shares) as of such date minus $2.0 billion and (ii) the product of (A) 6%, (B) the percentage of authorized Series B Units that are outstanding at such time and (C) the percentage of outstanding Series B Units that have vested, by (b) the total number of vested Series B Units outstanding at such time.  In addition, upon the earliest to occur of (x) December 31, 2026, (y) a change of control transaction of AMGP or of IDR LLC, or (z) a liquidation of IDR

43


 

LLC, AMGP may redeem each outstanding Series B Unit in exchange for AMGP common shares in accordance with the ratio described above, subject to certain limitations.

The remaining unvested Series B Units in IDR LLC issued to Messrs. Rady and Warren on December 31, 2016, will become vested in two equal installments on December 31 of each of 2018 and 2019, so long as the applicable executive remains continuously employed by us or one of our affiliates through each vesting date. The remaining unvested Series B Units in IDR LLC issued to Mr. Kennedy on January 10, 2017 will become vested in two equal installments on December 31 of each of 2018 and 2019, so long as Mr. Kennedy remains continuously employed by us or one of our affiliates through each vesting date. The potential acceleration and forfeiture events relating to these units are described in greater detail under the heading “Potential Payments Upon Termination or Change of Control” below.

Other Benefits

Employment Agreements

We do not maintain any employment, severance or change-in-control agreements with any of our Named Executive Officers.

Health and Welfare Benefits

Our Named Executive Officers are eligible to participate in all of our employee health and welfare benefit arrangements on the same basis as other employees (subject to applicable law). These arrangements include medical, dental and disability insurance, as well as health savings accounts. We provide these benefits in order to ensure that we can competitively attract and retain officers and other employees. This is a fixed component of compensation, and these benefits are provided on a non-discriminatory basis to all employees.

Retirement Benefits

We maintain an employee retirement savings plan through which employees may save for retirement or future events on a tax-advantaged basis. Participation in the 401(k) plan is at the discretion of each individual employee, and our Named Executive Officers participate in the plan on the same basis as all other employees. The plan permits us to make discretionary matching and non-elective contributions. Since January 1, 2014, the Company has matched 100% of the first 4% of eligible compensation that employees contribute to the plan. Matching contributions provided by the Company are immediately fully vested.

Perquisites and Other Personal Benefits

We believe the total mix of compensation and benefits provided to our Named Executive Officers is currently competitive. Therefore, perquisites do not play a significant role in our Named Executive Officers’ total compensation.