Antero Midstream Announces Launch of $500 Million Offering of Senior Notes

Rhea-AI Summary

Antero Midstream (NYSE: AM) announced a proposed private placement of $500 million aggregate principal amount of senior unsecured notes due 2034 to eligible institutional buyers, with net proceeds intended to help fund the acquisition of HG Energy II Midstream Holdings and related fees, alongside borrowings and proceeds from disposition of Utica Shale midstream assets.

The offering is Rule 144A/Reg S and unregistered. If the HG Acquisition does not close by the Special Mandatory Redemption Outside Date (on or after June 2, 2026, no later than Sept 2, 2026), the notes must be redeemed at 100% of initial issue price plus accrued interest.

Positive

• $500 million senior notes offering announced
• Notes proceeds targeted to fund HG Acquisition
• Notes maturity set at 2034, providing long-term financing

Negative

• Notes are senior unsecured—no collateral backing stated
• Offering is unregistered (Rule 144A/Reg S), limiting U.S. resale liquidity
• Special mandatory redemption if HG Acquisition not closed by June 2, 2026 (extendable to Sept 2, 2026)

Key Figures

Senior notes offering $500 million Aggregate principal amount of senior unsecured notes due 2034

Notes maturity 2034 Stated maturity year of the new senior unsecured notes

Special redemption outside date June 2, 2026 First reference date for HG Acquisition special mandatory redemption terms

Extended outside date cap September 2, 2026 Latest possible Special Mandatory Redemption Outside Date under HG Purchase Agreement

Market Reality Check

$18.68 Last Close

Volume Volume 3,395,417 vs 20-day average 2,253,233, indicating elevated trading activity before this announcement. high

Technical Shares at $18.68, trading above the 200-day MA of $17.88 and about 5.75% below the 52-week high of $19.82.

Peers on Argus

AM was up 1.14% with mixed peer moves: HESM +0.44%, GLNG +0.44%, KNTK +0.71%, while DTM -0.35% and PAA -0.68%, suggesting a stock-specific response rather than a unified sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 08	Earnings call scheduling	Neutral	-2.7%	Q3 2025 earnings release and conference call timing announcement.
Oct 08	Dividend & buyback update	Positive	-2.7%	Q3 2025 dividend declaration and share repurchase activity disclosure.
Sep 08	Debt refinancing pricing	Positive	+0.9%	Pricing of upsized <b>$650 million</b> 5.75% senior notes due 2033.
Sep 08	Debt offering launch	Positive	-0.8%	Launch of <b>$500 million</b> senior notes due 2033 for refinancing.
Aug 14	Leadership transition	Neutral	-1.6%	Appointment of new CEO and board changes at Antero Midstream.

Pattern Detected

Recent news flow shows more frequent negative price reactions even to neutral or constructive announcements, with only one of five events aligning positively with the headline tone.

Recent Company History

Over the past six months, Antero Midstream has focused on capital returns, balance sheet management, and leadership changes. A Q3 2025 dividend of $0.225 per share and share repurchases of about 2.3 million shares highlighted capital return, yet shares fell 2.69% after that release. Two September 2025 senior note offerings, including a $650 million 5.75% 2033 issue used to redeem 2027 notes, had modest, mixed price reactions. Leadership changes in August 2025 also coincided with a small decline, indicating that corporate actions have not consistently driven upside.

Market Pulse Summary

This announcement details a $500 million private offering of senior unsecured notes due 2034 to help fund the HG Acquisition and a planned Utica Shale midstream asset sale. The notes carry special mandatory redemption provisions tied to acquisition timing, and are offered only to qualified institutional buyers under Rule 144A and Regulation S. Investors may watch closing progress for the HG Acquisition and Utica Disposition and any updates on financing mix or transaction terms.

Key Terms

senior unsecured notes financial

"it intends to offer $500 million in aggregate principal amount of senior unsecured notes due 2034"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

private placement financial

"notes due 2034 (the "Notes") in a private placement to eligible purchasers"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Utica Shale technical

"disposition of all of Antero Midstream's Utica Shale midstream assets"

A large underground rock formation in the northeastern United States that contains trapped natural gas and oil; think of it like a vast, buried sponge holding fuel. Energy companies drill into the Utica Shale to extract hydrocarbons, and its productivity affects local royalties, regional supply, pipeline needs and commodity prices. Investors track activity there because drilling results and production levels can influence energy company profits and broader market dynamics.

Rule 144A regulatory

"buyers in reliance on Rule 144A under the Securities Act and outside the United States"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"outside the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

forward-looking statements regulatory

"This release includes "forward-looking statements." Such forward-looking statements are subject"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. Not financial advice.

DENVER, Dec. 9, 2025 /PRNewswire/ -- Antero Midstream Corporation (NYSE: AM) ("Antero Midstream" or the "Company") announced today that, subject to market conditions, it intends to offer $500 million in aggregate principal amount of senior unsecured notes due 2034 (the "Notes") in a private placement to eligible purchasers.

Antero Midstream intends to use the net proceeds from the offering, together with borrowings under Antero Midstream Partners LP's ("Antero Midstream Partners") revolving credit facility and the net proceeds from the disposition of all of Antero Midstream'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 this 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 this 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.

The Notes to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, 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 securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Antero Midstream Corporation is a Delaware corporation that owns, operates and develops midstream gathering, compression, processing and fractionation assets located in the Appalachian Basin, as well as integrated water assets that primarily service Antero Resources Corporation's properties.

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 Midstream's control. All statements, except for statements of historical fact, made in this release regarding activities, events or developments Antero Midstream expects, believes or anticipates will or may occur in the future, such as statements regarding the proposed offering and the intended use of proceeds are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this release. Although Antero Midstream 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 Midstream expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.

Antero Midstream cautions you that these forward-looking statements are subject to all of the risks and uncertainties incidental to our business, most of which are difficult to predict and many of which are beyond Antero Midstream's control. These risks include, but are not limited to, the risk that one or both of the HG Acquisition and the Utica Disposition will not close on the timeline anticipated, or at all, commodity price volatility, inflation, supply chain or other disruptions, environmental risks, Antero Resources Corporation's drilling and completion and other operating risks, regulatory changes or changes in law, the uncertainty inherent in projecting Antero Resources Corporation's future rates of production, cash flows and access to capital, the timing of development expenditures, impacts of world health events, 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 Midstream's Annual Report on Form 10-K for the year ended December 31, 2024 and its subsequently filed Quarterly Reports on Form 10-Q.

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SOURCE Antero Midstream Corporation

FAQ

What amount and maturity did Antero Midstream (AM) announce on December 9, 2025?

Antero Midstream announced a proposed private placement of $500 million of senior unsecured notes due 2034.

How will Antero Midstream (AM) use the proceeds of the $500M offering?

Proceeds are intended to help fund the acquisition of HG Energy II Midstream Holdings, related fees, borrowings under a revolving credit facility, and proceeds from the Utica asset disposition.

What happens if the HG Acquisition does not close by the Special Mandatory Redemption Outside Date for AM's notes?

If the HG Acquisition does not close by the applicable outside date (on or after June 2, 2026, no later than Sept 2, 2026), the notes must be redeemed at 100% of initial issue price plus accrued interest.

Who can buy Antero Midstream's (AM) offered notes and are they registered?

The notes will be offered only to persons believed to be qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S; they are not registered under the Securities Act.

Does the $500M offering depend on closing the HG Acquisition or the Utica Disposition for AM?

No; the offering's completion is not contingent on closing the HG Acquisition or the Utica Disposition, and vice versa.