DENVER, Aug. 10,
2022 /PRNewswire/ -- Antero Resources Corporation
(NYSE: AR) ("Antero Resources", "Antero" or the "Company")
announced today that the Company's previously announced cash tender
offer (the "Any and All Offer") for any and all of the Company's
outstanding 8.375% Senior Notes due 2026 (the "Any and All Notes")
expired at 5:00 p.m., New York City time, on August 10, 2022. According to information
provided by IPREO LLC, the Tender Agent and Information Agent for
the Any and All Offer, $181,656,000
aggregate principal amount of the Any and All Notes were validly
tendered and not validly withdrawn prior to or at the expiration of
the Any and All Offer. This amount excludes $2,803,000 aggregate principal amount of the Any
and All Notes tendered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase, dated August 4, 2022 (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' (as
defined in the Offer to Purchase) performance of the delivery
requirements under such procedures. The obligation of the Company
to accept any Any and All Notes tendered and to pay the
consideration for the Any and All Notes is subject to satisfaction
or waiver of certain conditions and other terms set forth solely in
the Offer to Purchase. If the conditions are satisfied or waived,
the Company expects to pay for such Any and All Notes on
August 11, 2022 (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").
Holders of Any and All Notes that validly tendered (including
pursuant to the guaranteed delivery procedures set forth in the
Offer to Purchase) and did not validly withdraw their Any and All
Notes prior to the expiration of the Any and All Offer will receive
total consideration of $1,090 for
each $1,000 principal amount of Any
and All Notes tendered and accepted for payment, plus accrued but
unpaid interest up to but not including the Any and All Settlement
Date.
The Company intends to fund the purchase of the Any and All
Notes with cash on hand and/or borrowings under its revolving
credit facility.
Wells Fargo Securities, LLC is acting as Lead Dealer Manager,
Truist Securities, Inc. and CIBC World Markets Corp. are acting as
Co-Dealer Managers and IPREO LLC is acting as the Tender Agent and
Information Agent for the Any and All Offer. 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 Any and All Offer may be directed to Wells Fargo
Securities, LLC (toll-free) (866) 309-6316 or (collect) (704)
410-4756.
The Company previously announced the commencement of a cash
tender offer (the "Maximum Tender Offer") for an amount of the
Company's outstanding 7.625% Senior Notes due 2029 (the "Maximum
Tender Notes") 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
Maximum Tender Offer, the "Aggregate Maximum Principal Amount").
Assuming all of the Any and All Notes tendered are accepted for
purchase, the Aggregate Maximum Principal Amount of Maximum Tender
Notes is expected to be $115,541,000.
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. The Any and All
Offer is being made only pursuant to the Offer to Purchase and only
in such jurisdictions as permitted by applicable law.
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 Any and All
Offer or the Maximum Tender Offer 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