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Antero Resources Corporation (AR) (“Antero”) today announced the pricing of the Antero Midstream Partners LP (the “Partnership”) initial public offering of 40,000,000 common units representing limited partner interests in the Partnership at $25.00 per common unit. The Partnership was initially offering 37,500,000 common units at an estimated price range of $19.00 to $21.00 per common unit.  The Partnership has granted the underwriters a 30-day option to purchase up to an additional 6,000,000 common units.  The common units are expected to begin trading on the New York Stock Exchange on November 5, 2014 under the symbol “AM.”  The Partnership will initially own gathering and compression assets that service Antero’s production. The offering is expected to close on November 10, 2014, subject to the satisfaction of customary closing conditions.

Upon conclusion of the offering, the public will own 26.3% of the 151,881,914 outstanding common and subordinated units (or 30.3% if the underwriters exercise in full their option to purchase additional common units).  Antero and its affiliates will own the remaining 73.7% limited partner interest in the Partnership (or 69.7% if the underwriters exercise in full their option to purchase additional common units).  Antero Midstream Management LLC, a wholly owned subsidiary of Antero’s controlling stockholder, will serve as the general partner of the Partnership and will own the Partnership’s incentive distribution rights.

Total gross proceeds from the offering will be $1 billion and net proceeds will be approximately $947 million (or approximately $1.1 billion if the underwriters exercise in full their option to purchase additional common units), and the Partnership intends to use approximately $1 million to pay finance structuring costs in connection with its new revolving credit facility, approximately $458 million to repay outstanding indebtedness it will assume from Antero and approximately $238 million (or approximately $380 million if the underwriters exercise in full their option to purchase additional common units) to make a distribution to Antero as reimbursement for certain capital expenditures incurred.  The Partnership will retain $250 million of the net proceeds for general partnership purposes.

Barclays and Citigroup are acting as joint book-running managers and structuring agents for the offering. Wells Fargo Securities, Credit Suisse, J.P. Morgan and Morgan Stanley are also acting as joint book-running managers.

Antero Resources Midstream LLC, which will be converted into the Partnership in connection with the offering, has filed a registration statement relating to these securities with the Securities and Exchange Commission that has been declared effective. This offering will be made only by means of a written prospectus forming part of the effective registration statement.  A copy of the prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained, when available, from:

Barclays
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
barclaysprospectus@broadridge.com
Toll-Free: (888) 603-5847

Citigroup
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
prospectus@citi.com
Toll-Free: (800) 831-9146

Wells Fargo Securities
c/o Equity Syndicate Department
375 Park Avenue
New York, New York 10152
cmclientsupport@wellsfargo.com Toll-Free: (800) 326-5897

Credit Suisse
c/o Prospectus Department
One Madison Avenue, Level B1
New York, New York 10010

newyork.prospectus@credit-suisse.com
Toll-Free: (800) 221-1037

J.P. Morgan

c/o Broadridge Financial Solutions
1155 Long Island Avenue Edgewood, New York 11717
Toll-Free: (866) 803-9204

Morgan Stanley

c/o Prospectus Department

180 Varick Street, Second Floor

New York, New York 10014

prospectus@morganstanley.com

Toll-Free: (866) 718-1649

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Antero Midstream Partners LP is a limited partnership that will own, operate and develop midstream gathering, compression and pipeline assets that service Antero’s production located in the Appalachian Basin in West Virginia, Ohio and Pennsylvania.