Antero Resources Announces First Results of Tender Offer for its 2029 Bonds

DENVER, August 17, 2022 /PRNewswire/ — Antero Resources Corporation (NYSE:AR) (“Antero Resources”, “Antero” or the “Company”) today announced the first results of the previously announced tender offer to purchase in cash an amount of the Company’s 7.625% senior notes. maturing in 2029 (these bonds, the “Maximum Tender Bonds”, and this offer, the “Maximum Tender Offer”) equal to the difference between $300,000,000 and the aggregate principal amount of the Company’s 8.375% senior bonds due 2026 (the “All Bonds”) accepted for purchase under the announced cash tender offer previously by the Company for all and all Notes (this offer, the “All and All Offer”, together with the Maximum Tender Offer, the “Offers”, and this difference, the “Tender Offer Cap Maximum”). The terms and conditions of the Maximum Tender Offer are set out in the Company’s Tender Offer, dated August 4, 2022 (the “offer to purchase”). From 5:00 p.m., New York City It’s time August 17, 2022 (the “Early Submission Deadline”), an aggregate principal amount of $284,733,000 of Maximum Tender Notes had been validly offered and not validly withdrawn. The time allowed to bearers to validly withdraw their offers of Maximum Tender Notes was 5:00 p.m., New York City It’s time August 17, 2022, and was not extended. The Company intends to accept for purchase $118,344,000 Maximum Deposit Notes (the “Accepted Notes”) using a pro rata factor of approximately 41.56% and to make payment for the Accepted Notes on August 19, 2022.

Some conditions of the first tender results are described in the table below.

Remarks

CUSIP numbers /
IS IN

Outstanding Principal
Front pillar
Beginning of the
Maximum purchase offer

The principal amount
Submitted on or before
the early tender
Deadline and accepted
For the purchase

Offer
Consideration(1)(2)

Early Tender
Prime(1)

Total

Consideration
(1)(2)(3)

7.625% Seniors
Tickets due in 2029

03674XAQ9

U0018LAG5 /

US03674XA97

USU0018LAG50

$534,000,000

$118,344,000

$1,020.00

$50.00

$1,070.00



(1)

Per $1,000 principal amount of Maximum Deposit Notes validly deposited and not validly withdrawn and accepted for purchase.

(2)

Excludes accrued interest, which will be paid on the maximum Deposit Notes accepted for purchase, as described in the Offer to Purchase.

(3)

Includes the Early Tender Premium (as defined in the Offer to Purchase) for Maximum Tender Notes validly tendered by the Early Tender Deadline (and not validly withdrawn) and accepted for purchase.

The Maximum Tender Offer will expire at 11:59 p.m., New York City It’s time August 31, 2022, unless extended by Antero in its sole discretion (the date and time, to the extent that they may be extended, the “Maximum Offer Expiry Date”). Given that the Maximum Tender Offer Cap was fully subscribed by the Early Tender Deadline, the Company does not intend to accept for purchase Maximum Tender Notes validly tendered after the Early Tender Deadline .

As previously announced, $181,656,000 the full principal amount of the Any and All Notes tendered under the Any and All Offer, which amount excludes $2,803,000 aggregate principal amount of the Any and All Notes tendered pursuant to guaranteed delivery procedures (the “Guaranteed Delivery Notes”). Since holders holding approximately $2,803,000 the total principal amount of guaranteed delivery notes has not met the delivery conditions under the guaranteed delivery procedures, Antero has accepted the purchase $181,656,000 total principal amount of Any and All Notes.

Wells Fargo Securities, LLC acts as Lead Dealer Manager, Truist Securities, Inc. and CIBC World Markets Corp. act as Co-Dealer Managers and IPREO LLC acts as Submission Agent and Information Agent for Bids. Requests for documents may be directed to IPREO LLC at (888) 593-9546 (toll free), (212) 849-3880 (all others) or by email at [email protected]. Copies of these documents are also available at the following web address: https://www.debtdomain.com/public/antero/index.html. Questions regarding the offerings may be directed to Wells Fargo Securities, LLC (toll free) (866) 309-6316 or (call collect) (704) 410-4756.

This announcement is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, with respect to any securities. The Maximum Tender Offer is made only pursuant to the Tender Offer. The Maximum Tender Offer is not being made in any state or jurisdiction in which such an offer would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Neither the Company, nor any Dealer Manager, nor the Redemption Agent and Information Agent makes any recommendation as to whether or not holders should tender their Maximum Tender Notes under the Maximum Tender Offer.

Caution Regarding Forward-Looking Information

This release includes “forward-looking statements”. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Antero’s control. All statements, except statements of historical facts, made in this release regarding activities, events or developments that Antero expects, believes or anticipates Antero will or may occur in the future, such as that Antero’s ability to successfully complete the maximum tender offer and the terms thereof, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “may”, “assume”, “plan”, “position”, “predict”, “strategy”, “expect”, “intend”, “plan”, “estimate” , “anticipate”, “believe”, “project”, “budget”, “potential”, or “continue” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such words of identification. All forward-looking statements speak only as of the date of this release. Although Antero believes that the plans, intentions and expectations reflected or implied by the forward-looking statements are reasonable, there can be no assurance that such plans, intentions or expectations will be achieved. Accordingly, actual results could differ materially from what is expressed, implied or anticipated in such statements. Except as required by law, Antero expressly disclaims any obligation and does not intend to update or revise publicly t forward-looking statements.

Antero cautions you that these forward-looking statements are subject to all risks and uncertainties associated with the exploration for and development, production, gathering and sale of natural gas, NGLs and petroleum, most of which are difficult to be expected and many of which are beyond Antero’s control. These risks include, but are not limited to, commodity price volatility, inflation, availability of drilling, completions and production equipment and services, environmental risks, drilling and completions risks and other operating risks, marketing and transportation risks, regulatory or legislative changes, the inherent uncertainty in estimating natural gas, NGL and oil reserves and projecting future production rates, cash flow and access to capital, timing of development expenditures, conflicts of interest among our shareholders, impacts of global health events (including COVID-19). 19), risks relating to cybersecurity, the state of the markets and the availability of verified quality carbon offsets, and the other risks described under the heading “Item 1A. Risk Factors” in Antero’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in its subsequent quarterly reports on Form 10-Q.

SOURCE Antero Resources Corporation

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