0000899243-19-007792.txt : 20190314 0000899243-19-007792.hdr.sgml : 20190314 20190314200502 ACCESSION NUMBER: 0000899243-19-007792 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190312 FILED AS OF DATE: 20190314 DATE AS OF CHANGE: 20190314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners, L.P. CENTRAL INDEX KEY: 0001621242 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682572 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners GP LLC CENTRAL INDEX KEY: 0001621224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682573 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682574 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682575 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682576 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682577 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X O&G, L.P. CENTRAL INDEX KEY: 0001528258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682578 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY X O&G, L.P. DATE OF NAME CHANGE: 20110818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X, L.P. CENTRAL INDEX KEY: 0001414561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682579 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X GP L.P. CENTRAL INDEX KEY: 0001414564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682580 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: Warburg Pincus X LLC DATE OF NAME CHANGE: 20071009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WPP GP LLC CENTRAL INDEX KEY: 0001621874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38075 FILM NUMBER: 19682581 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Antero Midstream Corp CENTRAL INDEX KEY: 0001623925 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 611748605 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1615 WYNKOOP STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 357-7310 MAIL ADDRESS: STREET 1: 1615 WYNKOOP STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Antero Midstream GP LP DATE OF NAME CHANGE: 20170505 FORMER COMPANY: FORMER CONFORMED NAME: Antero Resources Midstream Management LLC DATE OF NAME CHANGE: 20141031 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-12 0 0001623925 Antero Midstream Corp AM 0001528258 Warburg Pincus Private Equity X O&G, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001414564 Warburg Pincus X GP L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001621874 WPP GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001621242 Warburg Pincus Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001621224 Warburg Pincus Partners GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Shares representing limited partner interests 2019-03-12 4 D 0 34834296 D 0 D Common Shares representing limited partner interests 2019-03-12 4 D 0 1114410 D 0 I See footnotes Common Shares representing limited partner interests 2019-03-12 4 D 0 53823 D 0 I See footnotes Common Shares representing limited partner interests 2019-03-12 4 D 0 19107060 D 0 I See footnotes Common Stock 2019-03-12 4 A 0 34834296 A 34834296 D Common Stock 2019-03-12 4 A 0 1114410 A 35948706 I See footnotes Common Stock 2019-03-12 4 A 0 53823 A 36002529 I See footnotes Common Stock 2019-03-12 4 A 0 19107060 A 55109589 I See footnotes On March 12, 2019, in connection with the conversion of Antero Midstream GP LP ("AMGP") from a limited partnership to a corporation named Antero Midstream Corporation ("New AM") under the laws of the State of Delaware (the "Conversion"), each common share representing limited partnership interests of AMGP (the "AMGP Common Shares") was converted into one share of common stock of New AM ("New AM Common Shares"). This Form 4 is filed on behalf of Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G" and, together with its affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), the "WP X O&G Funds"). As of March 12, 2019, prior to the Conversion, the Warburg Pincus Entities (as defined below) collectively owned 55,109,589 AMGP Common Shares, of which (a) 34,834,296 are owned by WP X O&G and 1,114,410 are owned by WP X Partners, for an aggregate total of 35,948,706 AMGP Common Shares owned by the WP X O&G Funds, and (b) 19,160,883 are owned by the WP VIII Funds (as defined below). (Continued from Footnote 2) As of March 12, 2019, after the Conversion, the Warburg Pincus Entities collectively own 55,109,589 New AM Common Shares, of which (i) 34,834,296 are owned by WP X O&G and 1,114,410 are owned by WP X Partners, for an aggregate total of 35,948,706 New AM Common Shares owned by the WP X O&G Funds, and (ii) 19,160,883 are owned by the WP VIII Funds. The Warburg Pincus funds are the WP X O&G Funds and Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), and its two affiliated partnerships, Warburg Pincus Netherlands Private Equity VIII C.V. I, a limited partnership formed under the laws of the Netherlands ("WP VIII CV I"), and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP-WPVIII Investors"), and together with WP VIII and WP VIII CV I, the "WP VIII Funds"). Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of (a) WP X GP, and (b) WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP-WPVIII GP"), which, in turn, is the general partner of WP-WPVIII Investors. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII and WP VIII CV I. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP X O&G Funds and the WP VIII Funds. Each of the WP X O&G Funds, the WP VIII Funds, WP-WPVIII GP, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 35,948,706 AMGP Common Shares (prior to the Conversion) and the 35,948,706 New AM Common Shares (after the Conversion) held collectively by the WP X O&G Funds, and (b) WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 19,160,883 AMGP Common Shares (prior to the Conversion) and the 19,160,883 New AM Common Shares (after the Conversion) held collectively by the WP VIII Funds. (Continued from Footnote 8) The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of such AMGP Common Shares and such New AM Common Shares except to the extent of their pecuniary interest therein. Each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. WP X GP and WP X GP LP each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 35,948,706 AMGP Common Shares (prior to the Conversion) and the 35,948,706 New AM Common Shares (after the Conversion) directly held by the WP X O&G Funds. WPP GP indirectly holds, and therefore may be deemed to be the beneficial owner of, the 36,002,529 AMGP Common Shares (prior to the Conversion) and the 36,002,529 New AM Common Shares (after the conversion) directly held by WP-WPVIII Investors and the WP X O&G Funds. WP Partners, WP Partners GP, WP and WP LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 55,109,589 AMGP Common Shares (prior to the Conversion) and the 55,109,589 New AM Common Shares directly held by the WP VIII Funds and the WP X O&G Funds. Exhibit 99.1 - Joint Filers' Signatures /s/ Robert B. Knauss 2019-03-14 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                            Joint Filers' Signatures


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

By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Robert B. Knauss
    Title: Partner


WARBURG PINCUS X, L.P.

By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Robert B. Knauss
    Title: Partner


WARBURG PINCUS X GP L.P.

By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Robert B. Knauss
    Title: Partner


WPP GP LLC

By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Robert B. Knauss
    Title: Partner


WARBURG PINCUS PARTNERS, L.P.

By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Robert B. Knauss
    Title: Partner


WARBURG PINCUS PARTNERS GP LLC
By: Warburg Pincus & Co., its managing member

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Robert B. Knauss
    Title: Partner


WARBURG PINCUS & CO.

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Robert B. Knauss
    Title: Partner


WARBURG PINCUS LLC

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Robert B. Knauss
    Title: Managing Director


CHARLES R. KAYE

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Charles R. Kaye
    By: Robert B. Knauss, Attorney-in-Fact*


JOSEPH P. LANDY

By: /s/ Robert B. Knauss                   Date: March 14, 2019
    ------------------------------------         -------------------------------
    Name: Joseph P. Landy
    By: Robert B. Knauss, Attorney-in-Fact*

-------------------------------
* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously
filed with the U.S. Securities & Exchange Commission on July 12, 2016 as an
exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with
respect to WEX Inc. and is hereby incorporated by reference.