Appalachian shale driller Antero Resources Corp. is joining the midstream simplification trend with a stock-and-cash merger deal between its pipeline entity Antero Midstream Partners LP and its general partner Antero Midstream GP LP.
Under the agreement, Antero Midstream GP would acquire all of Antero Midstream Partners' 188.1 million of outstanding common units, including 98.9 million units held by Antero Resources. Antero Midstream GP would convert into a corporation, and the combined entity resulting from the deal would be named Antero Midstream Corp. The deal would also result in Antero Resources owning about 31% of Antero Midstream Corp.
"[W]e believe the midstream simplification will unlock shareholder value with a best-in-class midstream structure, a more liquid vehicle from a trading perspective and better alignment of interest between Antero entities, while also accelerating the return of capital to our shareholders," said Glen Warren, president and CFO of Antero Resources.
The deal would eliminate all incentive distribution rights in Antero Midstream Partners. Following the conversion to a corporation, the combined entity would have a board with a majority of independent directors.
Antero Resources will be eligible to receive $3 in cash and 1.6023 Antero Midstream Corp. shares for each Antero Midstream Partners unit held. Antero Midstream Partners public unit holders would receive $3.415 in cash and 1.635 Antero Midstream Corp. shares for each Antero Midstream Partners unit held. The deal consideration is equivalent to $30.43 per Antero Midstream Partners unit for Antero Resources, and $31.41 per Antero Midstream Partners unit for the public unit holders, based on the closing price on Oct. 8.
In total, Antero Resources is expected to earn cash proceeds of at least $300 million and 158.4 million shares of the combined entity. Antero Midstream Partners' public unit holders would be given the choice to receive their merger consideration in all cash, all stock or a combination of cash and stock. Antero Resources may choose to take a larger portion of its consideration in cash, depending on the results of the consideration election by public unit holders.
Antero Resources' board also authorized a share repurchase program of up to $600 million, which would trim its outstanding shares by about 10%. The buyback would begin in the fourth quarter, to be fully funded by the cash proceeds from the simplification deal and expected free cash flow. It is scheduled to run over the next 12 to 18 months.
The simplification is scheduled to close in the first quarter of 2019.
Antero Resources is an oil and gas exploration and production company with operations focused in the Appalachian Basin in West Virginia, Ohio and Pennsylvania, and Antero Midstream Partners operates the gathering, processing, and other midstream assets servicing Antero's acreage.