Antero Midstream Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
On December 9, 2025, Antero Midstream Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that the Company’s indirect, wholly owned subsidiaries, Antero Midstream Partners LP (“Antero Midstream Partners”) and Antero Midstream Finance Corporation (“Finance Corp” and, together with Antero Midstream Partners, the “Issuers”), intend to commence a private offering (the “Notes Offering”) of $500 million aggregate principal amount of senior notes due 2034 (the “Notes”). The Issuers intend to use the net proceeds from the Notes Offering, together with borrowings under Antero Midstream Partners’ revolving credit facility and the net proceeds from the disposition of all of the Company’s Utica Shale midstream assets (the “Utica Disposition”), to fund the acquisition of HG Energy II Midstream Holdings, LLC from HG Energy II LLC (the “HG Acquisition”), and related fees and expenses. The completion of the Notes Offering is not contingent on the consummation of the HG Acquisition or the Utica Disposition and the HG Acquisition and the Utica Disposition are not contingent on the closing of the Notes Offering.
If (i) the closing of the HG Acquisition has not occurred on or prior to the later of (x) June 2, 2026 and (y) such date to which the outside date under the Membership Interest Purchase Agreement, dated December 5, 2025, by and among by and among Antero Midstream Partners, Antero Resources Corporation, HG Energy II LLC, HG Energy II Production Holdings LLC and HG Energy II Midstream Holdings LLC (the “HG Purchase Agreement”) as in effect on the closing date of this offering may be extended in accordance with the terms thereof, which date shall be no later than September 2, 2026, any such extension to be set forth in an officers’ certificate delivered to the trustee prior to the close of business on June 2, 2026 or such other extended outside date as shall then be applicable (the “Special Mandatory Redemption Outside Date”), (ii) prior to the Special Mandatory Redemption Outside Date, the HG Purchase Agreement is terminated according to its terms without the closing of the HG Acquisition or (iii) Antero Midstream Partners determines based on its reasonable judgment that the HG Acquisition will not close prior to the Special Mandatory Redemption Outside Date or at all, Antero Midstream Partners will be required to redeem all of the outstanding Notes at a redemption price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest, if any, to but excluding the special mandatory redemption date.
In connection with the Notes Offering, the Company disclosed (i) that as of December 8, 2025, there was a total of approximately $462 million of borrowings outstanding under Antero Midstream Partners’ revolving credit facility, including approximately $83 million deposited into escrow, which will be credited toward the cash consideration payable at the closing of the HG Acquisition and (ii) an estimated aggregate of approximately $16 million of fees and expenses relating to the HG Acquisition and Utica Disposition.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or jurisdiction securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or jurisdiction securities laws.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT | DESCRIPTION | |
| 99.1 | Antero Midstream Corporation press release, dated December 9, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANTERO MIDSTREAM CORPORATION | ||
| By: | /s/ Justin J. Agnew | |
| Justin J. Agnew | ||
| Chief Financial Officer, Vice President – Finance & Investor Relations | ||
Dated: December 9, 2025
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