ANTERO RESOURCES CORPORATION (NYSE:AR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive
Agreement.
Purchase Agreement
On December7, 2016, Antero Resources Corporation (the
Company) entered into a purchase agreement (the
Purchase Agreement), by and among the Company,
J.P.Morgan Securities LLC, as representative of the initial
purchasers listed in Schedule 1 thereto (the Initial
Purchasers), and the subsidiary guarantors party
thereto, which provides for the sale by the Company of
$600,000,000 aggregate principal amount of its 5.00% Senior Notes
due 2025 (the Notes) to the Initial Purchasers
(the Offering). The Notes will be jointly and
severally, fully and unconditionally, guaranteed (the
Guarantees) on a senior unsecured basis by
certain of the Companys subsidiaries, and certain of its future
restricted subsidiaries (collectively, the
Guarantors).
The Notes and the Guarantees will be issued and sold to the
Initial Purchasers to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
Securities Act), to Section4(2)thereunder. The
Initial Purchasers intend to resell the Notes and Guarantees
(i)inside the United States to qualified institutional buyers, as
defined in Rule144A (Rule144A) under the
Securities Act in private sales exempt from registration under
the Securities Act in accordance with Rule144A, and (ii)to other
eligible purchasers to offers and sales that occur outside the
United States within the meaning of RegulationS under the
Securities Act (RegulationS) in accordance with
RegulationS. The Notes and Guarantees have not been registered
under the Securities Act or applicable state securities laws and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.
The issue price for the Notes and Guarantees was 50% of their
principal amount. The Company expects to receive net proceeds
from the issuance and sale of the Notes of approximately
$592.9million, after discounts and estimated offering expenses.
The Company intends to use $540.8 million of the net proceeds of
the Offering to finance the redemption of its outstanding 6.0%
senior notes due 2020, exclusive of accrued interest. The Company
intends to use the remaining net proceeds for general corporate
purposes.
The Purchase Agreement contains customary representations,
warranties and covenants and includes the terms and conditions
for the sale of the Notes, indemnification (including
indemnification for liabilities under the Securities Act) and
contribution obligations and other terms and conditions customary
in agreements of this type.
Certain of the Initial Purchasers or their affiliates perform and
have performed commercial and investment banking and advisory
services for the Company from time to time for which they receive
and have received customary fees and expenses. In addition,
certain of the Initial Purchasers and their respective affiliates
may hold the Companys outstanding senior notes, including the
notes being redeemed with proceeds from the Offering, and
therefore, could receive a portion of such proceeds. The Initial
Purchasers may, from time to time, engage in transactions with
and perform services for the Company in the ordinary course of
their business, for which they will receive fees and expenses.
In addition, the Company and the Guarantors have agreed with the
Initial Purchasers not to offer or sell any debt securities
(other than the Notes or any notes to be issued in an exchange
offer for the Notes) for a period of 60days after the date of the
Purchase Agreement without the prior consent of J.P.Morgan
Securities LLC.
The summary of the Purchase Agreement set forth in this Item1.01
does not purport to be complete and is qualified by reference to
such agreement, a copy of which is being filed as Exhibit10.1
hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth under Item1.01 concerning the Purchase
Agreement is incorporated herein by reference.
Item 8.01 Other Events.
On December7, 2016, the Company issued a press release, a copy
of which is attached hereto as Exhibit99.1 and incorporated
herein by reference, announcing the pricing of the Offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which the offer, solicitation
or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
Item9.01 Financial Statements and
Exhibits.
(d) Exhibits.
|
Exhibit Number |
|
Description |
|
10.1 |
Purchase Agreement, dated as of December7, 2016, by and |
|
|
99.1 |
Antero Resources press release dated December7, 2016. |
About ANTERO RESOURCES CORPORATION (NYSE:AR)
Antero Resources Corporation is an oil and natural gas company. The Company is engaged in the exploration, development and acquisition of natural gas, natural gas liquids (NGLs) and oil properties located in the Appalachian Basin. The Company’s segments include the exploration, development and production of natural gas, NGLs, and oil; gathering and compression; water handling and treatment, and marketing of excess firm transportation capacity. The Company’s exploration and development activities are supported by the natural gas gathering and compression assets of its subsidiary, Antero Midstream Partners LP (Antero Midstream), as well as by third-party gathering, compression, processing and transportation arrangements. The Company owns over two independent fresh water distribution systems that distribute fresh water from the Ohio River and several regional water sources for well completion operations in the Marcellus and Utica Shales. ANTERO RESOURCES CORPORATION (NYSE:AR) Recent Trading Information
ANTERO RESOURCES CORPORATION (NYSE:AR) closed its last trading session down -1.40 at 25.32 with 4,448,501 shares trading hands.