DENVER, Aug. 24, 2020 /PRNewswire/ -- Antero
Resources Corporation (NYSE: AR) ("Antero" or the
"Company") today announced that as of 5:00 p.m., New York
City time, on August 24, 2020
(the "Dutch Auction Early Tender Deadline"), $88,389,000 aggregate principal amount of the
Company's 5.125% Senior Notes due 2022 (the "2022 Notes") and
$95,661,000 aggregate principal
amount of the Company's 5.625% Senior Notes due 2023 (the "2023
Notes" and, together with the 2022 Notes, the "Dutch Auction
Notes") had been tendered and not withdrawn prior to the Dutch
Auction Early Tender Deadline, in accordance with the previously
announced cash tender offers for the Dutch Auction Notes (the
"Dutch Auction Offers") on the terms and subject to the conditions
set forth in the Offer to Purchase, dated as of August 11, 2020 (as it may be amended and
supplemented from time to time, the "Offer to Purchase"). The
Company intends to accept for purchase all such notes (the
"Accepted Notes") and to make payment for Accepted Notes on
August 25, 2020.
Select terms of the early tender results and pricing of the
Dutch Auction Offers are described in the table below:
Dutch Auction
Notes:
|
CUSIP
Numbers / ISIN(1)
|
Outstanding
Principal Amount
Prior to the
Commencement of
the Dutch Auction
Offers(2)
|
Principal
Amount
Tendered on or
Prior to the Dutch
Auction Early
Tender Deadline and
Accepted
|
Base
Price(3)
|
Clearing
Premium(4)
|
Dutch Auction
Total
Consideration(5)
|
5.125% Senior
Notes
due 2022
|
03674X AC0 /
US03674XAC02
|
$
756,030,000
|
$
88,389,000
|
$
800.00
|
$
60.00
|
$
860.00
|
5.625% Senior
Notes
due 2023
|
03674X AF3 /
US03674XAF33
|
$
705,641,000
|
$
95,661,000
|
$
720.00
|
$
60.00
|
$
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 Dutch Auction 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 Dutch Auction Notes accepted for purchase.
Includes the Dutch Auction Early Tender Payment of
$30.00.
|
(4)
|
As defined in the
Offer to Purchase.
|
(5)
|
Per $1,000
principal amount of Dutch Auction Notes accepted for purchase.
Includes the Dutch Auction Early Tender Payment of $30.00. Holders
whose Dutch Auction Notes are validly tendered in the Dutch Auction
Offers after the Dutch Auction Early Tender Deadline but by the
Dutch Auction Expiration Date (and not validly withdrawn) and
accepted for purchase in the Dutch Auction Offers will be entitled
to receive the Dutch Auction Offer Consideration, which is equal to
the Dutch Auction Total Consideration, less the $30.00 Dutch
Auction Early Tender Payment. Holders whose Dutch Auction Notes are
accepted for purchase 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 Dutch
Auction Notes accepted for purchase.
|
The deadline for holders to validly withdraw tenders of Dutch
Auction Notes (unless otherwise required by applicable law) was
5:00 p.m., New York City time, on August 24, 2020, and was not extended. The Dutch
Auction Offers will expire at 11:59
p.m., New York City time,
on September 8, 2020, unless extended
by Antero in its sole discretion (such date and time, as the same
may be extended, the "Dutch Auction Expiration Date"). Pursuant to
the Offer to Purchase, holders of Dutch Auction Notes may still
tender their Dutch Auction Notes by the Dutch Auction Expiration
Date, but will be entitled to receive only the Dutch Auction Offer
Consideration, which is equal to the Dutch Auction Total
Consideration set forth in the table above, less the $30.00 Dutch Auction Early Tender Payment.
As previously announced, $191,566,000 principal amount of the Company's
outstanding 5.375% Senior Notes due 2021 (the "2021 Notes") were
tendered pursuant to the Company's cash tender offer for any and
all of its outstanding 2021 Notes (the "Any and All Offer" and,
together with the Dutch Auction Offers, the "Offers" and, the Dutch
Auction Notes, collectively with the 2021 Notes, the "Notes"),
which amount included $18,480,000
principal amount of 2021 Notes tendered pursuant to guaranteed
delivery procedures (the "Guaranteed Delivery Notes"). Because
holders owning approximately $9
million aggregate principal amount of Guaranteed Delivery
Notes did not perform the delivery requirements under the
guaranteed delivery procedures, Antero accepted for purchase
$182,725,000 aggregate principal
amount of 2021 Notes.
Between the Dutch Auction Notes tendered by the Dutch Auction
Early Tender Deadline and 2021 Notes repurchased by the Company in
the Any and All Offer, the Company will have repurchased an
aggregate $366,775,000 notional
amount of senior notes in the Offers at a 10% weighted average
discount, reducing total debt by $37
million.
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 August 11,
2020, 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.
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