Antero Midstream Corp S-3ASR, filed Mar 17, 2022

Antero Midstream Corp (AM)

S-3ASR 2022-03-17

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	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
										Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS		ii
WHERE YOU CAN FIND MORE INFORMATION		iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		iv
ABOUT ANTERO MIDSTREAM CORPORATION		1
RISK FACTORS		2
USE OF PROCEEDS		3
DESCRIPTION OF CAPITAL STOCK		4
DESCRIPTION OF DEBT SECURITIES		9
DESCRIPTION OF DEPOSITARY SHARES		24
DESCRIPTION OF WARRANTS		26
PLAN OF DISTRIBUTION		28
LEGAL MATTERS		30
EXPERTS		30

	Page
ABOUT THIS PROSPECTUS		ii
WHERE YOU CAN FIND MORE INFORMATION		iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		iv
ABOUT ANTERO MIDSTREAM CORPORATION		1
RISK FACTORS		2
USE OF PROCEEDS		3
DESCRIPTION OF CAPITAL STOCK		4
SELLING STOCKHOLDERS		9
PLAN OF DISTRIBUTION		11
LEGAL MATTERS		13
EXPERTS		13

	Shares of Common Stock Beneficially Owned Prior to the Offering(1)				Shares of Common Stock That May Be Offered by this Prospectus		Shares of Common Stock Beneficially Owned After the Offering
Name of Selling Stockholder	Number		Percentage(2)				Number		Percentage(2)
Antero Resources Corporation(3)		139,042,345		29.1%		139,042,345		—		—
Yorktown(4)		1,729,964		*		1,729,964		—		—
Current Officers of the Company as a Group(5)		4,651,497		*		4,651,497		—		—

SEC registration fee	$	132,247*
Printing and engraving expenses		**
Accounting fees and expenses		**
Legal fees and expenses		**
Transfer agent and registrar fees		**
Trustee fees and expenses		**
Miscellaneous		**
Total	$	132,247**

Exhibit Number			Exhibits
1.1*			Form of Underwriting Agreement.
3.1			Certificate of Conversion of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).
3.2			Certificate of Incorporation of Antero Midstream Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).
3.2			Bylaws of Antero Midstream Corporation, effective March 12, 2019 (incorporated by reference to Exhibit 3.4 to the Company’s Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).
3.3			Certificate of Designations of Antero Midstream Corporation, dated March 12, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (Commission File No. 001-38075) filed on March 12, 2019).
4.1			Registration Rights Agreement, dated as of March 12, 2019, by and among the Company, and the other parties listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed (Commission File No. 001-38075) on March 12, 2019).
4.2**			Form of Indenture for Senior Debt Securities.
4.3**			Form of Indenture for Subordinated Debt Securities.
4.4**			Form of Senior Debt Securities (included in Exhibit 4.2).
4.5**			Form of Subordinated Debt Securities (included in Exhibit 4.3).
4.6*			Form of Warrant Agreement.
5.1**			Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
23.1**			Consent of KPMG LLP, an independent registered public accounting firm.
23.2**			Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1**			Powers of Attorney (included on signature pages of this registration statement).

Exhibit Number			Exhibits
25.1**			Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture.
25.2**			Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture.
107**			Filing Fee Table

Name	Title	Date
/s/ PAUL M. RADY Paul M. Rady	Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)	March 17, 2022
/s/ BRENDAN E. KRUEGER Brendan E. Krueger	Chief Financial Officer, Vice President — Finance and Treasurer (Principal Financial Officer)	March 17, 2022
/s/ SHERI L. PEARCE Sheri L. Pearce	Senior Vice President — Accounting and Chief Accounting Officer (Principal Accounting Officer)	March 17, 2022
/s/ MICHAEL N. KENNEDY Michael N. Kennedy	Director and Senior Vice President — Finance	March 17, 2022
/s/ PETER A. DEA Peter A. Dea	Director	March 17, 2022
/s/ DAVID H. KEYTE David H. Keyte	Director	March 17, 2022
/s/ BROOKS J. KLIMLEY Brooks J. Klimley	Director	March 17, 2022

Trust Indenture Act Section		Indenture Section
Section 310(a)(1)		609
(a)(2)		609
(a)(3)		Not Applicable
(a)(4)		Not Applicable
608
Section 311(a)		613
(b)		613
Section 312(a)		701
		702
702
(c)		702
Section 313(a)		703
(b)		703
(c)		703
(d)		703
Section 314(a)		704
(a)(4)		101
(b)		Not Applicable
(c)(1)		102
(c)(2)		102
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		102
Section 315(a)		601
(b)		602
(c)		601
(d)		601
(e)		514
Section 316(a)		101
(a)(1)(A)		502
		512
(a)(1)(B)		513
(a)(2)		Not Applicable
(b)		508
(c)		104
Section 317(a)(1)		503
(a)(2)		504
(b)		1003
Section 318(a)		107

Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			6

	Section 101	Definitions	6
	Section 102	Compliance Certificates and Opinions.	12
	Section 103	Form of Documents Delivered to Trustee	13
	Section 104	Acts of Holders; Record Dates	13
	Section 105	Notices, Etc., to Trustee, Company	16
	Section 106	Notice to Holders; Waiver	16
	Section 107	Trust Indenture Act Matters	17
	Section 108	Effect of Headings and Table of Contents	17
	Section 109	Successors and Assigns	17
	Section 110	Separability Clause	17
	Section 111	Benefits of Indenture	17
	Section 112	Governing Law	17
	Section 113	Legal Holidays	18
	Section 114	No Adverse Interpretation of Other Agreements	18
	Section 115	No Personal Liability of Directors, Officers, Employees and Stockholders	18
	Section 116	Language of Notices, Etc	18
	Section 117	Force Majeure	18
	Section 118	Waiver of Jury Trial	19
	Section 119	U.S.A. Patriot Act	19

Article II SECURITY FORMS			19

	Section 201	Forms Generally	19
	Section 202	Form of Face of Security	20
	Section 203	Form of Reverse of Security	22
	Section 204	Form of Legend for Global Securities	26
	Section 205	Form of Trustee’s Certificate of Authentication	26

Article III THE SECURITIES			26

	Section 301	Amount Unlimited; Issuable in Series	26
	Section 302	Denominations	30
	Section 303	Execution, Authentication, Delivery and Dating	30
	Section 304	Temporary Securities	31
	Section 305	Registration, Registration of Transfer and Exchange	31
	Section 306	Mutilated, Destroyed, Lost and Wrongfully Taken Securities	34
	Section 307	Payment of Interest; Interest Rights Preserved	35
	Section 308	Persons Deemed Owners	36
	Section 309	Cancellation	37
	Section 310	Computation of Interest	37
	Section 311	CUSIP Numbers	37

Article IV SATISFACTION AND DISCHARGE			37

	Section 401	Satisfaction and Discharge of Indenture	37
	Section 402	Application of Trust Money	38

Article V REMEDIES			39

	Section 501	Events of Default	39
	Section 502	Acceleration of Maturity; Rescission and Annulment	40
	Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	41
	Section 504	Trustee May File Proofs of Claim	42
	Section 505	Trustee May Enforce Claims Without Possession of Securities	42
	Section 506	Application of Money Collected	43
	Section 507	Limitation on Suits	43
	Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	44
	Section 509	Restoration of Rights and Remedies	44
	Section 510	Rights and Remedies Cumulative	44
	Section 511	Delay or Omission Not Waiver	44
	Section 512	Control by Holders	44
	Section 513	Waiver of Past Defaults	45
	Section 514	Undertaking for Costs	45
	Section 515	Waiver of Usury, Stay or Extension Laws	45

Article VI THE TRUSTEE			46

	Section 601	Certain Duties and Responsibilities	46
	Section 602	Notice of Defaults	47
	Section 603	Certain Rights of Trustee	47
	Section 604	Not Responsible for Recitals or Issuance of Securities	49
	Section 605	May Hold Securities	49
	Section 606	Money Held in Trust	49
	Section 607	Compensation and Reimbursement	49
	Section 608	Conflicting Interests	50
	Section 609	Corporate Trustee Required; Eligibility	50
	Section 610	Resignation and Removal; Appointment of Successor	51
	Section 611	Acceptance of Appointment by Successor	52
	Section 612	Merger, Conversion, Consolidation or Succession to Business	53
	Section 613	Preferential Collection of Claims Against Company	53
	Section 614	Appointment of Authenticating Agent	54

Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY			55

	Section 701	Company to Furnish Trustee Names and Addresses of Holders	55
	Section 702	Preservation of Information; Communications to Holders	55
	Section 703	Reports by Trustee	56
	Section 704	Reports by Company and Guarantors	56

Article VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			56

	Section 801	Company May Consolidate, Etc., Only on Certain Terms	56
	Section 802	Successor Substituted	57

Article IX SUPPLEMENTAL INDENTURES			57

	Section 901	Supplemental Indentures Without Consent of Holders	57
	Section 902	Supplemental Indentures With Consent of Holders	59
	Section 903	Execution of Supplemental Indentures	60
	Section 904	Effect of Supplemental Indentures	60
	Section 905	Conformity with Trust Indenture Act	60
	Section 906	Reference in Securities to Supplemental Indentures	61

Article X COVENANTS			61

	Section 1001	Payment of Principal, Premium and Interest	61
	Section 1002	Maintenance of Office or Agency	61
	Section 1003	Money for Securities Payments to Be Held in Trust	62
	Section 1004	Corporate Existence	62
	Section 1005	Statement by Officers as to Default	63
	Section 1006	Waiver of Certain Covenants	63

Article XI REDEMPTION OF SECURITIES			63

	Section 1101	Applicability of Article	63
	Section 1102	Election to Redeem; Notice to Trustee	64
	Section 1103	Selection by Trustee of Securities to Be Redeemed	64
	Section 1104	Notice of Redemption	65
	Section 1105	Deposit of Redemption Price	66
	Section 1106	Securities Payable on Redemption Date	66
	Section 1107	Securities Redeemed in Part	67
	Section 1108	No Limit on Repurchases	67

Article XII SINKING FUNDS			67

	Section 1201	Applicability of Article	67
	Section 1202	Satisfaction of Sinking Fund Payments with Securities	67
	Section 1203	Redemption of Securities for Sinking Fund	68

Article XIII DEFEASANCE AND COVENANT DEFEASANCE			68

	Section 1301	Company’s Option to Effect Defeasance or Covenant Defeasance	68
	Section 1302	Defeasance and Discharge	68
	Section 1303	Covenant Defeasance	69
	Section 1304	Conditions to Defeasance or Covenant Defeasance	69
	Section 1305	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	71
	Section 1306	Reinstatement	71

	ANTERO MIDSTREAM CORPORATION, a Delaware corporation

	By:
	Name:
	Title:

	COMPUTERSHARE TRUST COMPANY, N.A.,
	As Trustee

	By:
		Authorized Signatory

	COMPUTERSHARE TRUST COMPANY, N.A.,
	As Trustee

	By	[NAME OF AUTHENTICATING
		AGENT],
		As Authenticating Agent

	By:
		Authorized Signatory

Year	Redemption Price	Year	Redemption Price

Year	Redemption Price For Redemption Through Operation of the Sinking Fund	Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund

Vinson & Elkins LLP Attorneys at Law	845 Texas Avenue, Suite 4700

Austin Dallas Dubai Houston London Los Angeles New York	Houston, TX 77002

Richmond Riyadh San Francisco Tokyo Washington	Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com

Article XIV SUBORDINATION OF SECURITIES			74

	Section 1401	Securities Subordinate to Senior Debt	74
	Section 1402	Payment Over of Proceeds Upon Dissolution, Etc	74
	Section 1403	Prior Payment to Senior Debt Upon Acceleration of Securities	75
	Section 1404	No Payment When Senior Debt in Default	76
	Section 1405	Payment Permitted in Certain Situations	77
	Section 1406	Subrogation to Rights of Holders of Senior Debt	77
	Section 1407	Provisions Solely to Define Relative Rights	78
	Section 1408	Trustee to Effectuate Subordination	78
	Section 1409	No Waiver of Subordination Provisions	78
	Section 1410	Notice to Trustee	78
	Section 1411	Reliance on Judicial Order or Certificate of Liquidating Agent	79
	Section 1412	Trustee Not Fiduciary For Holders of Senior Debt	79
	Section 1413	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	79
	Section 1414	Article Applicable to Paying Agents	80

	CUSIP [ ]
No.	$

	By	[NAME OF AUTHENTICATING AGENT],
		As Authenticating Agent

National Banking Association (Jurisdiction of incorporation of organization if not a U.S. national bank)	04-3401714 (I.R.S. Employer Identification Number)
150 Royall Street, Canton, MA (Address of principal executive offices)	02021 (Zip Code)

Delaware		61-1748605
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

	By:	/s/ Patrick Giordano
		Vice President

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		-0-
Interest-bearing balances		-0-
Securities:
Held-to-maturity securities		-0-
Available-for-sale securities		224,842
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		-0-
Securities purchased under agreements to resell		-0-
Loans and lease financing receivables:
Loans and leases held for sale		-0-
Loans and leases, net of unearned income		-0-
LESS: Allowance for loan and lease losses		-0-
Loans and leases, net of unearned income and allowance		-0-
Trading assets		-0-
Premises and fixed assets (including capitalized leases)		25,436
Other real estate owned		-0-
Investments in unconsolidated subsidiaries and associated companies		-0-
Direct and indirect investments in real estate ventures		-0-
Intangible assets:
Goodwill		738,825
Other intangible assets		-0-
Other assets		52,684
Total assets		1,041,787
LIABILITIES
Deposits:
In domestic offices		-0-
Noninterest-bearing		-0-
Interest-bearing		-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		-0-
Securities sold under agreements to repurchase		-0-
Trading liabilities		-0-
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		-0-
Not applicable
Not applicable
Subordinated notes and debentures		-0-
Other liabilities		178,811
Total liabilities		178,811
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		500
Surplus (exclude all surplus related to preferred stock)		827,224
Retained earnings		35,252
Accumulated other comprehensive income		-0-
Other equity capital components		-0-
Total bank equity capital		862,976
Noncontrolling (minority) interests in consolidated subsidiaries		-0-
Total equity capital		862,976
Total liabilities and equity capital		1,041,787