DENVER, Aug. 17, 2020 /PRNewswire/ -- Antero Resources
Corporation (NYSE: AR) ("Antero" or the
"Company") announced today that, as of 5:00 p.m.,
New York City time, on
August 17, 2020, $191,566,000 principal amount of the Company's
outstanding 5.375% Senior Notes due 2021 (the "2021 Notes") have
been tendered and accepted for purchase (the "Tendered Notes")
pursuant to the previously announced cash tender offer (the "Any
and All Offer") 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 or
supplemented from time to time, the "Offer to Purchase"). This
amount includes $18,480,000 principal
amount of 2021 Notes tendered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase and the related
notice of guaranteed delivery provided in connection with the Any
and All Offer, which remain subject to the holders' performance of
the delivery requirements under such procedures (the "Guaranteed
Delivery Notes").
Holders of 2021 Notes that have been accepted for purchase will
receive the total consideration of $980.00 for each $1,000 principal amount of 2021 Notes purchased
pursuant to the Any and All Offer, plus accrued and unpaid interest
thereon from the last interest payment date to, but not including,
August 18, 2020. Antero expects to
make payment for the Tendered Notes (other than the Guaranteed
Delivery Notes) on August 18, 2020
and to make payment for the Guaranteed Delivery Notes delivered
pursuant to the guaranteed delivery procedures on August 20, 2020.
Based on the results of the Any and All Offer, the maximum
purchase price, excluding accrued interest, available to purchase
the Company's outstanding 5.125% Senior Notes due 2022 and 5.625%
Senior Notes due 2023 (collectively, the "Dutch Auction Notes" and,
with the 2021 Notes, the "Notes") subject to the previously
announced cash tender offers (the "Dutch Auction Offers" and,
collectively with the Any and All Offer, the "Offers") will be
$250,000,000, which was the maximum
amount available for the Dutch Auction Offers regardless of the
principal amount of Tendered Notes. The "Dutch Auction Cap" will be
a principal amount of Dutch Auction Notes that can be purchased
with such maximum purchase price.
The Dutch Auction Offers are scheduled to expire at 11:59 p.m., New York
City time, on Tuesday, September 8,
2020, unless extended (the "Dutch Auction Expiration
Date"). As more fully described in the Offer to Purchase,
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" (as defined in the Offer to
Purchase), 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.
Information relating to the Dutch Auction Notes and Dutch
Auction Offers is set forth in the table below:
Dutch Auction
Notes
|
|
CUSIP
Numbers / ISIN(1)
|
|
Outstanding
Principal
Amount(2)
|
|
Total
Consideration
(Bid Price
Range)(3)
|
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 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. 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 receive the
Dutch Auction Offer Consideration (as defined in the Offer to
Purchase), which does not include the Dutch Auction Early Tender
Payment. 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 Dutch Auction
Notes accepted for purchase.
|
As previously announced, and as more fully described in the
Offer to Purchase, the "Clearing Premium" 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. 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 Clearing Premium for the Dutch Auction Offers will be
the lowest single bid premium (the amount by which bid price
exceeds the "Base Price," which is also equal to the minimum "bid
price") at which Antero 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 Antero to purchase more than the Dutch Auction
Cap, then holders of Dutch Auction Notes tendered at the Clearing
Premium will be subject to proration as described in the Offer to
Purchase.
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 Dutch Auction Notes, and how
much they should tender or 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