DENVER, Aug. 4, 2022
/PRNewswire/ -- Antero Resources Corporation (NYSE: AR) ("Antero
Resources", "Antero", or the "Company") today announced that it has
commenced tender offers (each, an "Offer" and, collectively, the
"Offers") to purchase for cash (i) any and all of the Company's
outstanding 8.375% Senior Notes due 2026 (such notes, the "Any and
All Notes" and, such offer, the "Any and All Tender Offer") and
(ii) an amount of the Company's outstanding 7.625% Senior Notes due
2029 (such notes, the "Maximum Tender Notes" and, such offer, the
"Maximum Tender Offer") equal to the difference between
$300,000,000 and the aggregate
principal amount of Any and All Notes accepted for purchase (as
such amount may be increased or eliminated by the Company pursuant
to the terms of the Offers, the "Aggregate Maximum Principal
Amount"), in each case, on the terms and subject to the conditions
set forth in the Company's Offer to Purchase, dated August 4, 2022 (as it may be amended or
supplemented from time to time, the "Offer to Purchase").
The Offer to Purchase relates to two separate Offers, one for
each series of notes (each series, a "Series of Notes", and such
notes, collectively, the "Notes"). No Offer is conditioned on any
minimum amount of Notes being tendered or the consummation of any
other Offer.
Any and All of the Notes Listed
Below
|
(the Any and All Notes)
|
|
Notes
|
CUSIP / ISIN
|
Principal Amount
Outstanding
|
Total Consideration
(1)(2)
|
8.375% Senior Notes due
2026
|
03674X AN6
U0018L AF7 /
US03674XAN66
USU0018LAF77
|
$
285,548,000
|
$ 1,090.00
|
Up to the Aggregate Maximum Principal Amount of the
Notes Listed Below
|
(the Maximum Tender Notes)
|
|
Notes
|
CUSIP / ISIN
|
Principal
Amount
Outstanding
|
Tender
Consideration(1)(2)
|
Early
Tender
Premium(1)
|
Total
Consideration
(1)(2)(3)
|
7.625% Senior Notes
due 2029
|
03674X AQ9
U0018LAG5 /
US03674XA97
USU0018LAG50
|
$534,000,000
|
$ 1,020.00
|
$ 50.00
|
$ 1,070.00
|
|
|
(1)
|
Per $1,000 principal
amount of Notes validly tendered and not validly withdrawn and
accepted for purchase.
|
(2)
|
Excludes accrued
interest, which will be paid on Notes accepted for purchase as
described herein.
|
(3)
|
Includes the Early
Tender Premium (as defined in the Offer to Purchase) for Notes
validly tendered at or prior to the Early Tender Deadline (as
defined below) (and not validly withdrawn) and accepted for
purchase.
|
The Any and All Tender Offer will expire at 5:00 p.m., New York
City time, on August 10, 2022,
unless extended or earlier terminated (such time and date, as the
same may be extended with respect to the Any and All Tender Offer,
the "Any and All Expiration Date"). Holders (as defined in the
Offer to Purchase) of the Any and All Notes must validly tender and
not validly withdraw their Any and All Notes at or prior to the Any
and All Expiration Date to be eligible to receive the Total
Consideration for such Any and All Notes. The settlement date for
the Any and All Tender Offer is expected to be August 11, 2022, unless extended by the Company
(the "Any and All Settlement Date"), or for Any and All Notes
validly tendered pursuant to the guaranteed delivery procedures set
forth in the Offer to Purchase, August 15,
2022 (the "Guaranteed Delivery Settlement Date").
The Maximum Tender Offer will expire at 11:59 p.m., New York
City time, on August 31, 2022,
unless extended or earlier terminated (such time and date, as the
same may be extended with respect to the Maximum Tender Offer, the
"Maximum Tender Expiration Date"). Holders of Maximum Tender Notes
must validly tender and not validly withdraw their Maximum Tender
Notes at or prior to 5:00 p.m.,
New York City time, on
August 17, 2022 (such time and date,
as the same may be extended, the "Early Tender Deadline") in order
to be eligible to receive the Total Consideration, which includes
the Early Tender Premium for the Maximum Tender Notes of
$50.00 per $1,000 principal amount of Notes tendered.
Holders who validly tender their Maximum Tender Notes after the
Early Tender Deadline and at or prior to the Maximum Tender
Expiration Date will be eligible to receive only the Tender
Consideration as set forth in the table above.
In each case, such Holders will also be entitled to receive
accrued and unpaid interest, if any, from the last interest payment
date for the applicable Series of Notes up to, but not including,
the applicable Settlement Date (as defined below), if and when the
applicable Notes are accepted for purchase. For the avoidance of
doubt, Any and All Notes validly tendered pursuant to the
guaranteed delivery procedures set forth in the Offer to Purchase
will only be entitled to receive accrued and unpaid interest, if
any, from the last interest payment date up to, but not including,
the Any and All Settlement Date. The Offers are open to all Holders
of the Notes.
Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York
City time, on (i) August 10,
2022, with respect to the Any and All Notes, or (ii)
August 17, 2022, with respect to the
Maximum Tender Notes, by following the procedures described in the
Offer to Purchase, but may not thereafter be validly withdrawn,
except as provided for in the Offer to Purchase or required by
applicable law.
If the aggregate principal amount of Maximum Tender Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline equals or exceeds the Aggregate Maximum Principal
Amount, Holders of the Maximum Tender Notes who validly tender and
do not validly withdraw Maximum Tender Notes after the Early Tender
Deadline and at or prior to the Maximum Tender Expiration Date will
not have any such Maximum Tender Notes accepted for payment, unless
the Company increases the Aggregate Maximum Principal Amount. There
can be no assurance that any or all tendered Maximum Tender Notes
will be accepted for purchase.
If purchasing all of the validly tendered and not validly
withdrawn Maximum Tender Notes on the applicable Settlement Date
(as defined in the Offer to Purchase) would cause the Aggregate
Maximum Principal Amount to be exceeded on such Settlement Date,
the Company will accept such Maximum Tender Notes on a pro rata
basis, so as to not exceed the Aggregate Maximum Principal Amount
(with adjustments to avoid the purchase of Maximum Tender Notes in
a principal amount other than in the applicable minimum
denomination requirements contained in the indenture governing the
Maximum Tender Notes and in integral multiples of $1,000 in excess thereof). As such, there can be
no assurance that any or all tendered Maximum Tender Notes will be
accepted for purchase, even if validly tendered and not validly
withdrawn prior to the Early Tender Deadline.
The Company reserves the right, but is under no obligation, to
increase or eliminate the Aggregate Maximum Principal Amount at any
time without extending the applicable Maximum Tender Withdrawal
Deadline (as defined in the Offer to Purchase), subject to
applicable law. As such, there can be no assurance that any or all
tendered Maximum Tender Notes will be accepted for purchase, even
if validly tendered and not validly withdrawn prior to the Early
Tender Deadline.
The Company reserves the right, but is under no obligation, at
any time after the Early Tender Deadline and before the Maximum
Tender Expiration Date, to accept Maximum Tender Notes that have
been validly tendered and not validly withdrawn for purchase on a
date determined at the Company's option (such date, if any, the
"Maximum Tender Early Settlement Date"). The Company currently
expects the Maximum Tender Early Settlement Date, if any, to occur
on August 19, 2022. If the Company
chooses to exercise its option to have a Maximum Tender Early
Settlement Date, the Company will purchase any remaining Maximum
Tender Notes that have been validly tendered and not validly
withdrawn after the Early Tender Deadline and at or prior to the
Maximum Tender Expiration Date, subject to the Aggregate Maximum
Principal Amount and all conditions to the Maximum Tender Offer
having been satisfied or waived by the Company, on the final
settlement date (the "Maximum Tender Final Settlement Date"). The
Company will purchase any and all Any and All Notes that have been
validly tendered and not validly withdrawn at or prior to the Any
and All Expiration Date, subject to all conditions of the Any and
All Offer having been satisfied or waived by the Company, on the
Any and All Settlement Date or on the Guaranteed Delivery
Settlement Date, as applicable (each of the Maximum Tender Early
Settlement Dates, the Any and All Settlement Date, the Guaranteed
Delivery Settlement Date and the Maximum Tender Final Settlement
Date, a "Settlement Date").
The Maximum Tender Final Settlement Date, if any, is expected to
be September 2, 2022, unless extended
by the Company. If the Company chooses not to exercise its option
to have a Maximum Tender Early Settlement Date, it will purchase
all Maximum Tender Notes that have been validly tendered and not
validly withdrawn at or prior to the Maximum Tender Expiration
Date, subject to the Aggregate Maximum Principal Amount and all
conditions to the Maximum Tender Offer having been satisfied or
waived by the Company, on the Maximum Tender Final Settlement Date.
No tenders of Notes submitted after the Maximum Tender Expiration
Date will be valid.
The Company reserves the right to terminate or withdraw the
Offers in whole or terminate or withdraw the Offers with respect to
any Series of Notes at any time, subject to applicable law.
Wells Fargo Securities, LLC is acting as Lead Dealer Manager,
Truist Securities, Inc. and CIBC World Capital Markets Corp. are
acting as Co-Dealer Managers and IPREO LLC is acting as the Tender
Agent and Information Agent for the Offers. Requests for documents
may be directed to IPREO LLC at (888) 593-9546 (toll-free), (212)
849-3880 (all others) or by email at
ipreo-tenderoffer@ihsmarkit.com. Copies of such documents are also
available at the following web address:
https://www.debtdomain.com/public/antero/index.html. Questions
regarding the Offers may be directed to Wells Fargo Securities, LLC
(toll-free) (866) 309-6316 or (collect) (704) 410-4756.
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities, including in
connection with the Offers. The Offers are only being made pursuant
to the terms of the Offer to Purchase. The Offers are not being
made in any state or jurisdiction in which such Offers would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. None of the
Company, any Dealer Manager, or the Tender Agent and Information
Agent is making any recommendation as to whether or not Holders
should tender their Notes in connection with the Offers.
Cautionary Statement Regarding Forward-Looking
Information
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, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. Words such as "may," "assume," "forecast,"
"position," "predict," "strategy," "expect," "intend," "plan,"
"estimate," "anticipate," "believe," "project," "budget,"
"potential," or "continue," and similar expressions are used to
identify forward-looking statements, although not all
forward-looking statements contain such identifying words.
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, availability of drilling, completion and production
equipment and services, environmental risks, drilling and
completion and other operating risks, marketing and transportation
risks, regulatory changes or changes in law, the uncertainty
inherent in estimating natural gas, NGLs and oil reserves and in
projecting future rates of production, cash flows and access to
capital, the timing of development expenditures, conflicts of
interest among our stockholders, impacts of world health events
(including the COVID-19 pandemic), cybersecurity risks, the state
of markets for, and availability of, verified quality carbon
offsets, 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, 2021 and
in its subsequent Quarterly Reports on Form 10-Q.
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SOURCE Antero Resources Corporation