DENVER, Aug. 11, 2020 /PRNewswire/ -- Antero
Resources Corporation (NYSE: AR) ("Antero
Resources" or the "Company") today announced today that it has
commenced cash tender offers (the "Offers") to purchase (i) any and
all of the Company's outstanding 5.375% Senior Notes due 2021 (such
notes, the "Any and All Notes" and, such offer, the "Any and All
Offer") and (ii) up to the Dutch Auction Cap (as defined below) of
the Company's outstanding 5.125% Senior Notes due 2022 the ("2022
Notes") and the Company's 5.625% Senior Notes due 2023 (the "2023
Notes" and, together with the 2022 Notes, the "Dutch Auction Notes"
and, such offers, the "Dutch Auction Offers" and, the Dutch Auction
Notes together with the Any and All Notes, the "Notes"), in each
case, on the terms and subject to the conditions set forth in the
Offer to Purchase, dated the date hereof (as it may be amended or
supplemented from time to time, the "Offer to Purchase").
The Dutch Auction Cap will be a principal amount of 2022 Notes
and/or 2023 Notes that could be purchased with a maximum purchase
price, excluding accrued interest, equal to $525,000,000 less the aggregate amount paid by
the Company to purchase the Any and All Notes (other than accrued
interest) in the Any and All Offer, but in no event more than
$250,000,000 (such amount, the "Dutch
Auction Cap"). The Any and All Offer is scheduled to expire at
5:00 p.m., New York City time, on Monday, August 17, 2020, unless extended (such
time and date, as the same may be extended, the "Any and All
Expiration Date"). The Dutch Auction Offers are scheduled to expire
at 11:59 p.m., New York City time, on Tuesday, September 8, 2020, unless extended (such
time and date, as the same may be extended, the "Dutch Auction
Expiration Date").
Information relating to the Notes and the Offers is set forth in
the table below:
Title of
Notes
|
|
CUSIP
Numbers / ISIN(1)
|
|
Outstanding
Principal
Amount(2)
|
|
Total
Consideration
(Bid Price
Range)(3)
|
Any and All
Notes:
|
|
|
|
|
|
|
5.375% Senior Notes due
2021
|
|
03674P AL7 /
US03674PAL76
|
|
$
500,202,000
|
|
$
980.00
|
Dutch Auction
Notes:
|
|
|
|
|
|
|
5.125% Senior Notes due
2022
|
|
03674X AC0 /
US03674XAC02
|
|
$
756,030,000
|
|
$ 800.00 –
$860.00
|
5.625% Senior Notes due
2023
|
|
03674X AF3 /
US03674XAF33
|
|
$
705,641,000
|
|
$ 720.00 –
$780.00
|
________________
|
(1)
|
No representation is
made as to the correctness or accuracy of the CUSIP numbers or ISIN
listed in this release or printed on the Notes. They
are provided solely for the convenience of
holders.
|
(2)
|
As of the date of
this release.
|
(3)
|
Per $1,000 principal
amount of Notes accepted for purchase, including the Dutch Auction
Early Tender Payment of $30.00 for the Dutch Auction Notes. Holders
whose Dutch Auction Notes are validly tendered in the Dutch Auction
Offers after the Dutch Auction Early Tender Deadline (as defined
below) but by the Dutch Auction Expiration Date (and not validly
withdrawn) and accepted for purchase in the Dutch Auction Offers
will receive the Dutch Auction Offer Consideration (as defined
below), which does not include the Dutch Auction Early Tender
Payment. There is no early tender payment for the Any and All Notes
tendered in the Any and All Offer. Holders will also receive
accrued and unpaid interest from the applicable last interest
payment date to, but not including, the applicable settlement date
with respect to the Notes accepted for purchase.
|
Holders of Any and All Notes who validly tender (and do not
validly withdraw) their Any and All Notes at or prior to
5:00 p.m., New York City time on Monday, August 17, 2020, unless extended, or who
comply with the guaranteed delivery procedures in accordance with
the instructions described in the Offer to Purchase, will receive
total consideration of $980.00 per
$1,000 principal amount of Any and
All Notes purchased pursuant to the Offers. There will not be an
early tender payment for the Any and All Notes.
The total consideration payable for each $1,000 principal amount of Dutch Auction Notes
will be determined based on a modified "Dutch Auction" procedure.
Holders of Dutch Auction Notes who validly tender (and do not
validly withdraw) their Dutch Auction Notes at or prior to
5:00 p.m., New York City time, on Monday, August 24, 2020, unless extended (the
"Dutch Auction Early Tender Deadline"), will receive the applicable
"Dutch Auction Total Consideration," including a "Dutch Auction
Early Tender Payment" of $30.00 per
$1,000 principal amount of Dutch
Auction Notes. Holders who validly tender their Dutch Auction Notes
after the Dutch Auction Early Tender Deadline will not be eligible
to receive the Dutch Auction Early Tender Payment.
As more fully described in the Offer to Purchase, the Dutch
Auction Total Consideration for each $1,000 principal amount of the Dutch Auction
Notes validly tendered (and not validly withdrawn) at or prior to
the Dutch Auction Early Tender Deadline and accepted for purchase
will be equal to the sum of: (1) the "Base Price" for the Dutch
Auction Notes, which is also equal to the minimum "bid price," and
(2) the "Clearing Premium," which will be determined pursuant to a
modified "Dutch Auction" by consideration of the "bid price"
specified by each holder that tenders Dutch Auction Notes prior to
the Dutch Auction Early Tender Deadline pursuant to the Offers. The
bid premiums of Dutch Auction Notes validly tendered after the
Dutch Auction Early Tender Deadline will not be used in determining
the Clearing Premium. The bid price for tendered Dutch Auction
Notes represents the minimum consideration a holder is willing to
receive for those Dutch Auction Notes and must fall within the
acceptable bid price range specified in the table above and be in
increments of $5.00.
The total consideration for each $1,000 principal amount of the Dutch Auction
Notes validly tendered (and not validly withdrawn) after the Dutch
Auction Early Tender Deadline and at or prior to the Dutch Auction
Expiration Date and accepted for purchase will consist of the Dutch
Auction Total Consideration less the Dutch Auction Early Tender
Payment (the "Dutch Auction Offer Consideration").
As more fully described in the Offer to Purchase, the Clearing
Premium for the Dutch Auction Offers will be the lowest single bid
premium (the amount by which bid price exceeds the Base Price) at
which the Company will be able to purchase Dutch Auction Notes in
an aggregate principal amount equal to the Dutch Auction Cap. If
the aggregate amount of Dutch Auction Notes validly tendered (and
not validly withdrawn) at or below the Clearing Premium would cause
the Company to purchase more than the Dutch Auction Cap for the
Dutch Auction Offers, then holders of Dutch Auction Notes tendered
at the Clearing Premium will be subject to proration as described
in the Offer to Purchase.
In addition, the Company will pay accrued and unpaid interest on
all Notes tendered and accepted for payment in the Offers from the
last interest payment date to, but not including, the applicable
settlement date.
Tendered Any and All Notes may be validly withdrawn at any time
by the Any and All Expiration Date, but not thereafter unless
otherwise required by applicable law. Tendered Dutch Auction Notes
may be validly withdrawn at any time prior to 5:00 p.m., New York
City time, on Monday, August 24,
2020, unless extended (the "Dutch Auction Withdrawal
Deadline"), but not thereafter unless otherwise required by
applicable law.
The Company reserves the right, in its sole discretion, to
increase the Dutch Auction Cap for the Dutch Auction Notes. If the
Company increases the Dutch Action Cap, it does not currently
intend to extend the Dutch Auction Withdrawal Deadline or otherwise
reinstate withdrawal rights, subject to applicable law.
Consummation of the Offers is subject to the satisfaction or
waiver of certain conditions, which are more fully described in the
Offer to Purchase. If any of the conditions are not satisfied, the
Company may terminate the Offers and return tendered Notes. The
Company has the right to waive any conditions with respect to the
Notes and to consummate the Offers. In addition, the Company has
the right, in its sole discretion, to terminate the Offers at any
time, subject to applicable law. The Company has the right, in its
sole discretion, to amend, extend or terminate an Offer without
amending, extending or terminating any other Offer.
Additional Information
The dealer manager for the Offers is J.P. Morgan Securities LLC
and the co-dealer managers for the Offers are BMO Capital Markets
Corp. and Citigroup Global Markets Inc. Any questions regarding the
terms of the Offers should be directed to J.P. Morgan at
(toll-free) (866) 834-2045 or (collect) (866) 834-2045. The
depositary and information agent is IPREO LLC. Any questions
regarding procedures for tendering Notes or requests for copies of
the Offer to Purchase, the Letter of Transmittal or the Notice of
Guaranteed Delivery should be directed to the information agent for
the Offers, IPREO LLC, at (888) 593-9546 (toll-free), (212)
849-3880 (all others) or ipreo-tenderoffer@ihsmarkit.com. Copies of
such documents are also available at the following web address:
https://www.debtdomain.com/public/antero/index.html.
This press release is for informational purposes only. This
press release is not an offer to purchase or a solicitation of an
offer to purchase with respect to any Notes or any other
securities. The Offers are being made pursuant to an Offer to
Purchase, a related Letter of Transmittal and a related Notice of
Guaranteed Delivery, each dated the date hereof, which set forth
the complete terms and conditions of the Offers. The Offers are not
being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
the Offers to be made by a licensed broker or dealer, the Offers
will be deemed to be made on behalf of the Company by the Dealer
Managers, or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction. None of the Company,
the Dealer Managers, the Depositary or the Information Agent makes
any recommendation as to whether holders should tender or refrain
from tendering their Notes. Holders must make their own decision as
to whether to tender or refrain from tendering any or all of such
Holder's Notes and, how much they should tender or, in the case of
the Dutch Auction Offers, at what bid price any Dutch Auction Notes
should be tendered.
Antero is an independent natural gas and oil company engaged
in the acquisition, development and production of unconventional
liquids-rich natural gas properties located in the Appalachian
Basin.
This release includes "forward-looking statements." Such
forward-looking statements are subject to a number of risks and
uncertainties, many of which are not under Antero's control. All
statements, except for statements of historical fact, made in this
release regarding activities, events or developments Antero
expects, believes or anticipates will or may occur in the future,
such as Antero's ability to successfully consummate the Offers and
the terms thereof, are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. All forward-looking
statements speak only as of the date of this release. Although
Antero believes that the plans, intentions and expectations
reflected in or suggested by the forward-looking statements are
reasonable, there is no assurance that these plans, intentions or
expectations will be achieved. Therefore, actual outcomes and
results could materially differ from what is expressed, implied or
forecast in such statements. Except as required by law, Antero
expressly disclaims any obligation to and does not intend to
publicly update or revise any forward-looking statements.
Antero cautions you that these forward-looking statements are
subject to all of the risks and uncertainties incident to the
exploration for and development, production, gathering and sale of
natural gas, NGLs and oil, most of which are difficult to predict
and many of which are beyond Antero's control. These risks include,
but are not limited to, commodity price volatility, inflation, lack
of availability of drilling and production equipment and services,
environmental risks, drilling and other operating risks, regulatory
changes, the uncertainty inherent in estimating natural gas and oil
reserves and in projecting future rates of production, cash flow
and access to capital, the timing of development expenditures,
impacts of world health events, including the COVID-19 pandemic,
potential shut-ins of production due to lack of downstream demand
or storage capacity, and the other risks described under the
heading "Item 1A. Risk Factors" in Antero's Annual Report on Form
10-K for the year ended December 31,
2019 and in its subsequent Quarterly Reports on Form
10-Q.
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SOURCE Antero Resources Corporation