UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~ March 204, 2019

ANTERO MIDSTREAM PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware		001-36719		46-4109058
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1615 Wynkoop Street Denver, Colorado 80202 (Address of Principal Executive Offices) (Zip Code)

~~Denver,~~Registrant’s ~~Colorado~~Telephone ~~80202 (Address~~Number, ofincluding ~~principal~~area ~~executive~~code: ~~offices)~~ (~~Zip Code~~303) 357-7310

Registrant’s Telephone Number, including area code (303) 357-7310

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On February 25, 2019, Antero Midstream Partners LP (the “Partnership”) and its wholly-owned subsidiary, Antero Midstream Finance Corporation (together with the Partnership, the “Issuers”) completed the previously announced offering of $650,000,000 aggregate principal amount of their 5.75% Senior Notes due 2027 (the “Notes”), pursuant to a purchase agreement, dated February 20, 2019 (the “Purchase Agreement”), by and among the Issuers, J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule 1 thereto (the “Initial Purchasers”), and the subsidiary guarantors party thereto. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by the Partnership’s existing subsidiaries (other than Antero Midstream Finance Corporation) and its future wholly-owned domestic subsidiaries that guarantee certain of the Partnership’s indebtedness (collectively, the “Guarantors”).

The Notes and the Guarantees were issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereunder. The Initial Purchasers intend to resell the Notes and Guarantees (i) inside the United States to “qualified institutional buyers,” as defined in Rule 144A (“Rule 144A”) under the Securities Act in private sales exempt from registration under the Securities Act in accordance with Rule 144A, and (ii) to other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act (“Regulation S”) in accordance with Regulation S. The Notes and Guarantees have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

The issue price for the Notes and Guarantees was 100% of their principal amount. The Partnership intends to use the approximately $641 million of net proceeds of the Offering, after discounts and estimated offering expenses, to repay indebtedness under its revolving credit facility.

The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations and other terms and conditions customary in agreements of this type.

Certain of the Initial Purchasers or their affiliates perform and have performed commercial and investment banking and advisory services for the Partnership from time to time for which they receive and have received customary fees and expenses. In particular, affiliates of certain of the Initial Purchasers are lenders under the Partnership’s revolving credit facility and therefore may receive their pro rata share of any proceeds from the sale of the Notes that are used to repay borrowings under the Partnership’s revolving credit facility. The Initial Purchasers may, from time to time, engage in transactions with and perform services for the Partnership in the ordinary course of their business, for which they will receive fees and expenses.

In addition, the Issuers and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities for a period of 60 days after the date of the Purchase Agreement without the prior consent of J.P. Morgan Securities LLC.

The summary of the Purchase Agreement set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Indenture

The Notes were issued under and are governed by an indenture, dated as of February 25, 2019 (the “Indenture”), by and among the Issuers, Wells Fargo Bank, National Association, as trustee, and the Guarantors. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with the Issuers’ unrestricted affiliates, and limitations on asset sales.

At any time prior to March 1, 2022, the Issuers may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 105.750% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with an amount of cash not greater than the net proceeds from certain equity offerings. At any time prior to March 1, 2022, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest, if any, to the redemption date. The Issuers may also redeem all or a part of the Notes at any time on or after March 1, 2022, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the redemption date. If the Issuers experience a Change of Control (as defined in the Indenture), the Issuers may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

The Notes and the Guarantees rank equally in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness and senior to all of the Issuers’ and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of the Issuers’ and the Guarantors’ existing and future secured debt, including debt under the Partnership’s revolving credit agreement, to the extent of the value of the assets securing such debt, and are structurally subordinated to all liabilities of the Partnership’s subsidiaries (other than Antero Midstream Finance Corporation) that do not guarantee the Notes.

The summary of the Indenture set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 concerning the Purchase Agreement and Indenture is incorporated herein by reference.

Item 8.01 Other Events.

On ~~February~~March 204, 2019, ~~the~~Antero ~~Partnership~~Midstream ~~issued~~Partners aLP ~~press~~(“Antero ~~release,~~Midstream”) aand ~~copy~~Antero ofMidstream ~~which~~GP isLP ~~attached~~(“AMGP”) ~~hereto~~received asfrom ~~Exhibit~~American Stock Transfer ~~99.1~~& ~~and~~Trust ~~incorporated~~Company, ~~herein~~LLC the preliminary results of the elections made by ~~reference,~~holders ~~announcing~~of Antero Midstream’s common units other than Antero Resources Corporation (“Antero Resources”) regarding their preference as to the ~~pricing~~form of consideration to be received in connection with the ~~Offering~~previously announced simplification transaction between AMGP, Antero Midstream and certain of their affiliates.

~~This~~As ~~press~~previously ~~release~~disclosed, ~~shall~~each ~~not~~holder ~~constitute~~of anAntero ~~offer~~Midstream’s tocommon ~~sell~~units orother ~~the~~than ~~solicitation~~Antero ofResources an(collectively, ~~offer~~the to“AM ~~buy,~~public ~~nor~~unitholders”) ~~shall~~will ~~there~~ be ~~any~~entitled ~~sale~~to ofreceive, ~~these~~at ~~securities~~its inelection ~~any~~and ~~state~~subject into ~~which the offer~~proration, ~~solicitation~~in orexchange ~~sale~~for ~~would~~each becommon ~~unlawful~~unit ~~prior~~held, toone ~~the~~of ~~registration or qualification under~~ the ~~securities laws of any such state.~~following:

~~Item 9~~· $3.01415 ~~Financial~~in ~~Statements~~cash and ~~Exhibits~~1.6350 shares of common stock of Antero Midstream Corporation (“New AM”), the entity into which AMGP will convert at the closing of the previously announced simplification transaction (the “Public Mixed Consideration”);

· 1.6350 shares of New AM common stock plus an additional number of shares of New AM common stock equal to the quotient of (dA) ~~Exhibits~~ $3.415 and (B) the average volume-weighted average AMGP trading price for the 20 trading days ended March 4, 2019 (the “Public Stock Consideration”); or

EXHIBIT		DESCRIPTION
4.1		Indenture, dated as of February 25, 2019, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
4.2		Form of 5.75% Senior Note due 2027 (included in Exhibit 4.1).
10.1		Purchase Agreement, dated as of February 20, 2019, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation and the subsidiary guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein.
99.1		Antero Midstream Partners LP press release dated February 20, 2019.

· $3.415 in cash plus an additional amount of cash equal to the product of (A) 1.6350 and (B) the average volume-weighted average AMGP trading price for the 20 trading days ended March 4, 2019 (the “Public Cash Consideration”).

3There are currently 88,459,812 Antero Midstream common units held by AM public unitholders (the “eligible units”). Based on available information as of the election deadline on March 4, 2019, the preliminary consideration election results are as follows for AM public unitholders (excluding common units owned by Antero Resources):

~~SIGNATURES~~· AM public unitholders holding approximately 7.9% of the eligible units elected to receive Public Mixed Consideration

~~Pursuant~~· AM topublic ~~the~~unitholders ~~requirements~~holding ofapproximately ~~the~~43.2% ~~Securities Exchange Act~~ of ~~1934,~~ the ~~registrant~~eligible ~~has~~units ~~duly~~elected ~~caused this report~~ to bereceive ~~signed~~Public onStock ~~its behalf by the undersigned hereunto duly authorized.~~Consideration

	ANTERO MIDSTREAM PARTNERS LP
	By:	Antero Midstream Partners GP LLC,
		its general partner
	By:	/s/ Glen C. Warren, Jr.
		Glen C. Warren, Jr.
		President and Secretary
Dated: February 25, 2019

· AM public unitholders holding approximately 22.0% of the eligible units elected to receive Public Cash Consideration.

4· AM public unitholders holding approximately 26.9% of the eligible units failed to make a valid election prior to the election deadline and, therefore, are deemed to have elected to receive Public Mixed Consideration.

Under the terms of the Simplification Agreement, dated as of October 9, 2018, by and between AMGP, Antero Midstream and certain of their affiliates (the “Simplification Agreement”), to the extent the amount of cash that AM public unitholders would have received had all AM public unitholders elected to receive the Public Mixed Consideration exceeded the amount of cash they actually elected to receive (i) Antero Resources could elect to increase the amount of cash it would receive as consideration and (ii) the number of shares of New AM common stock it will receive would be reduced accordingly. Based on the preliminary results described above, there will be no excess available cash. As such, Antero Resources will be entitled to receive, in exchange for each unit that Antero Resources holds, 1.6023 shares of New AM common stock and $3.00 in cash (or approximately $297 million in aggregate cash consideration).

After the final results of the consideration election process are determined, the final allocation of consideration, including any necessary proration, will be made in accordance with the terms of the Simplification Agreement. The final allocation is currently expected to occur on or about March 12, 2019.

NO OFFER OR SOLICITATION

This current report includes a discussion of the previously announced transaction between Antero Midstream and AMGP and certain of their affiliates (the “Transaction”). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of Securities Act of 1933, as amended.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the Transaction, AMGP has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, that includes a joint proxy statement of Antero Midstream and AMGP and a prospectus of AMGP. The Transaction will be submitted to Antero Midstream’s unitholders and AMGP’s shareholders for their consideration. Antero Midstream and AMGP may also file other documents with the SEC regarding the Transaction. The registration statement on Form S-4 became effective on January 30, 2019, and the definitive joint proxy statement/prospectus was mailed to Antero Midstream unitholders and AMGP shareholders of record as of January 11, 2019. This document is not a substitute for the registration statement and joint proxy statement/prospectus that has been filed with the SEC or any other documents that AMGP or Antero Midstream may file with the SEC or send to shareholders of AMGP or unitholders of Antero Midstream in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF ANTERO MIDSTREAM AND AMGP ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.

Investors and security holders are able to obtain free copies of the registration statement and the joint proxy statement/prospectus and all other documents filed or that will be filed with the SEC by AMGP or Antero Midstream through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Antero Midstream will be made available free of charge on Antero Midstream’s website at http://investors.anteromidstream.com/investor-relations/AM, under the heading “SEC Filings,” or by directing a request to Investor Relations, Antero Midstream Partners LP, 1615 Wynkoop Street, Denver, Colorado 80202, Tel. No. (303) 357-7310. Copies of documents filed with the SEC by AMGP will be made available free of charge on AMGP’s website at http://investors.anteromidstreamgp.com/Investor-Relations/AMGP or by directing a request to Investor Relations, Antero Midstream GP LP, 1615 Wynkoop Street, Denver, Colorado 80202, Tel. No. (303) 357-7310.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANTERO MIDSTREAM PARTNERS LP

	By:	Antero Midstream Partners GP LLC,
		its general partner


	By:	/s/ Glen C. Warren, Jr.
		Glen C. Warren, Jr.
		President and Secretary

Dated: March 5, 2019

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