DENVER, Aug. 18, 2020 /PRNewswire/ -- Antero
Resources Corporation (NYSE: AR) ("Antero Resources" or
the "Company") announced today that, subject to market and other
conditions, it intends to offer $250
million in aggregate principal amount of convertible senior
notes due 2026 (the "Notes") in a private placement to eligible
purchasers. The Company also expects to grant the initial
purchasers of the Notes a 30-day option to purchase up to an
additional $50 million aggregate
principal amount of the Notes.
The Notes will be senior, unsecured obligations of the Company,
accrue interest payable semi-annually in arrears and mature on
September 1, 2026, unless earlier
repurchased, redeemed or converted. The Notes will be convertible
into cash, shares of the Company's common stock or a combination
thereof, at the Company's election. The Notes will be fully and
unconditionally guaranteed, on a senior, unsecured basis, by the
Company's subsidiaries that currently or in the future guarantee
the Company's existing senior notes. The interest rate, initial
conversion rate and other terms of the Notes are expected to be
determined at the time of pricing of the offering.
The Company intends to use the net proceeds from the offering
(including any additional net proceeds if the initial purchasers
exercise their option to purchase additional Notes) to repay
indebtedness under the Company's credit facility, which amounts may
be reborrowed at any time, including to fund the pending senior
note tender offers.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities and shall not
constitute an offer to sell or a solicitation of an offer to buy,
or a sale of, any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
The Notes to be offered and any shares of the Company's common
stock issuable upon conversion of the Notes have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws and unless so
registered, may not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Notes will be offered only to persons
reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act.
Antero Resources 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 in West Virginia
and Ohio.
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 Resources'
control. All statements, except for statements of historical fact,
made in this release regarding activities, events or developments
Antero Resources expects, believes or anticipates will or may occur
in the future, such as Antero Resources' ability to successfully
consummate the offering of the Notes, the terms and conditions of
the Notes and the Company's expected use of proceeds from the
offering of the Notes, 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 Resources 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 Resources expressly disclaims any
obligation to and does not intend to publicly update or revise any
forward-looking statements.
Antero Resources 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 the Antero
Resources' 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 Resources' Annual Report on Form 10-K for the
year ended December 31, 2019 and its
subsequently filed Quarterly Reports on Form 10-Q.
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SOURCE Antero Resources Corporation