Item 1.01
Entry Into a Material Definitive Agreement.
On May 9, 2018, Antero Midstream GP LP (the AMGP) entered into a senior secured credit facility consisting of a $12 million credit commitment. The credit facility was entered into by AMGP, as borrower, and Wells Fargo Bank, National Association, as lender (the Lender), and is evidenced by a credit agreement dated as of May 9, 2018 (the Credit Facility). Pursuant to the Credit Facility, AMGP is entitled to borrow up to $12 million.
All of AMGPs obligations under the Credit Facility are guaranteed by its current subsidiary, Antero IDR Holdings LLC (IDR Holdings), and certain of its future subsidiaries, and secured by a first priority perfected security interest (subject to permitted liens) in certain other assets of AMGP and such subsidiary guarantors.
Loans to AMGP under the Credit Facility are base rate loans. AMGP is required to fully repay any amounts borrowed under the Credit Facility at least once per fiscal quarter following AMGPs receipt of quarterly distributions from its indirect subsidiary, Antero Midstream Partners LP, and AMGP is permitted to repay additional amounts borrowed prior to the maturity date without any premium or penalty.
The Credit Facility contains events of default customary for facilities of this nature, including, but not limited, to: (i) events of default resulting from
AMGPs failure or the failure of any credit party to comply with covenants; (ii) the occurrence of a change of control; (iii) the institution of insolvency or similar proceedings against AMGP or any credit party; and (iv) the occurrence of a default under any other material indebtedness AMGP or any guarantor may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Credit Facility, the lenders may declare any outstanding principal balance of the Credit Facility, together with accrued and unpaid interest, to be immediately due and payable and exercise other remedies, including remedies against the collateral, as more particularly specified in the Credit Facility.
The Credit Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments and transactions with affiliates
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The foregoing summary of the Credit Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Facility, which will be filed as an exhibit to AMGPs Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.