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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On June 1, 2021, Antero Resources Corporation
(the “Company”) completed the previously announced private placement (the “Offering”) of $600,000,000 aggregate
principal amount of its 5.375% Senior Notes due 2030 (the “Notes”), along with the related guarantees of the Notes (the “Guarantees”).
The Company used a portion of the net proceeds from the Offering to redeem all $574.2 million aggregate principal amount of the Company’s
5.625% senior notes due 2023 on June 1, 2021 in accordance with the previously issued Conditional Notice of Redemption and the remaining
net proceeds to repay borrowings under its revolving credit facility. The Notes and Guarantees were issued pursuant to an indenture, dated
as of June 1, 2021 (the “Indenture”), by and among the Company, the subsidiary guarantors named therein (the “Guarantors”)
and Wells Fargo Bank, National Association, as trustee.
The Indenture contains customary terms, events
of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments,
undertaking transactions with the Company’s unrestricted affiliates, and limitations on asset sales.
The Notes are or will be fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by (i) the Company’s existing subsidiaries that guarantee the Company’s
revolving credit facility and (ii) certain of the Company’s future subsidiaries.
On or after March 1, 2025, the Company may redeem
all or, from time to time, part of the Notes at the redemption prices specified in the Indenture, plus accrued and unpaid interest on
the Notes, if any, to the applicable redemption date. In addition, prior to March 1, 2025, the Company may, on one or more occasions,
redeem up to 35% of the aggregate principal amount of the Notes, but in an amount not greater than the net cash proceeds of certain equity
offerings, at a redemption price of 105.375% of the principal amount of the Notes, plus any accrued and unpaid interest to the date of
such redemption. At any time prior to March 1, 2025, the Company may redeem the Notes, in whole or in part, at a redemption price equal
to 100% of the principal amount of the Notes, plus the Applicable Premium (as defined in the Indenture), together with any accrued and
unpaid interest to the date of such redemption. Upon the occurrence of a Change of Control (as defined in the Indenture), the holders
of the Notes will have the right to require the Company to repurchase all or a portion of the Notes at a price equal to 101% of the principal
amount of the Notes, plus any accrued and unpaid interest to the date of purchase.
The Notes and the Guarantees were issued and sold
pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to Section 4(a)(2) thereunder. The Notes were resold only to persons reasonably believed to be qualified institutional buyers
in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside of the United States in reliance on Regulation S under
the Securities Act. The Notes and Guarantees have not been, and will not be, registered under the Securities Act or the securities laws
of any other jurisdiction and may only be offered or sold in the United States in transactions that are exempt from the registration requirements
of the Securities Act and applicable state securities laws.
The summary of the Indenture set forth in this
Item 2.03 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1
hereto and is incorporated herein by reference.