DENVER, Aug. 18, 2020 /PRNewswire/ -- Antero Resources
Corporation (NYSE: AR) ("Antero Resources" or the
"Company") announced today the pricing of its private placement to
eligible purchasers of $250 million
in aggregate principal amount of 4.25% convertible senior notes due
2026 (the "Notes"). In connection with the offering of the Notes,
the Company granted the initial purchasers of the Notes an option,
which is exercisable within 30 days, to purchase up to an
additional $50 million aggregate
principal amount of the Notes. The offering is expected to close on
August 21, 2020, subject to the
satisfaction of customary closing conditions.
The Notes will be senior, unsecured obligations of the Company
and will accrue interest at a rate of 4.25% per annum, payable
semi-annually in arrears on March 1
and September 1 of each year,
beginning on March 1, 2021. The Notes
will mature on September 1, 2026,
unless earlier repurchased, redeemed or converted. Before
May 1, 2026, noteholders will have
the right to convert their Notes only upon the occurrence of
certain events. From and after May 1,
2026, noteholders may convert their Notes at any time at
their election until the close of business on the second scheduled
trading day immediately before the maturity date. The Company will
settle conversions by paying or delivering, as applicable, cash,
shares of its common stock or a combination thereof, at the
Company's election. The initial conversion rate is
230.2026 shares of common stock per $1,000 principal amount of Notes, which
represents an initial conversion price of approximately
$4.34 per share of common stock.
The initial conversion price represents a premium of approximately
20% over the last reported sale price of the Company's common stock
on the New York Stock Exchange of $3.62 per share on August 18, 2020. The conversion rate and
conversion price will be subject to adjustment upon the occurrence
of certain events.
The Notes will be redeemable, in whole or in part, for cash at
the Company's option at any time, and from time to time, on or
after March 1, 2024 and before the
maturity date, but only if the last reported sale price per share
of the Company's common stock exceeds 130% of the conversion price
then in effect for at least 20 trading days (whether or not
consecutive), including the trading date immediately preceding the
date on which the Company provides notice of redemption, during the
30 consecutive trading days ending on, and including, the trading
day immediately before the date on which the Company provides the
related notice of redemption, at a cash redemption price equal to
the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest.
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.
If a "fundamental change" (as defined in the indenture for the
Notes) occurs, then noteholders may require the Company to
repurchase their Notes for cash. The repurchase price will be equal
to the principal amount of the Notes to be repurchased, plus
accrued and unpaid interest, if any, to, but excluding, the
applicable repurchase date.
Antero Resources estimates that it will receive net proceeds of
approximately $242 million, after
deducting the initial purchasers' discounts and estimated expenses
(assuming no exercise of the initial purchasers' option to purchase
additional Notes). 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 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