Antero Midstream Announces Pricing of Upsized $600 Million Offering of Senior Notes

Rhea-AI Summary

Antero Midstream (NYSE: AM) priced an upsized private placement of $600 million aggregate principal amount of 5.75% senior unsecured notes due 2034, expected to close on December 23, 2025. Net proceeds are estimated at approximately $593 million after discounts and expenses.

The company intends to use proceeds, borrowings under Antero Midstream Partners' revolving credit facility and net proceeds from the planned Utica Disposition to fund the acquisition of HG Energy II Midstream Holdings. The offering is Rule 144A/Reg S private placement and includes a special mandatory redemption if the HG Acquisition does not close by the specified outside date (no later than September 2, 2026).

Positive

• Committed financing of $600 million via senior notes
• Estimated net proceeds of $593 million
• Fixed coupon of 5.75% through 2034 supports long-term funding

Negative

• Special mandatory redemption if HG Acquisition fails by outside date
• Notes are unsecured, increasing creditor seniority risk
• Offering is private (Rule 144A/Reg S), limiting broad investor liquidity

Key Figures

Senior notes size $600 million Aggregate principal amount of 5.75% senior unsecured notes due 2034

Coupon rate 5.75% Interest rate on senior unsecured notes due 2034

Expected net proceeds $593 million Estimated net proceeds after discounts and expenses

Redemption price 100% Special mandatory redemption at 100% of initial issue price plus interest

Special Mandatory Date June 2, 2026 Initial outside date for HG Acquisition closing, extendable to Sept 2, 2026

Final outside date September 2, 2026 Latest possible Special Mandatory Redemption Outside Date

Market Reality Check

$18.58 Last Close

Volume Volume 2,933,981 vs 20-day average 2,301,973, indicating elevated trading ahead of the senior notes pricing. normal

Technical Shares at $18.58, trading above the $17.90 200-day moving average before the offering news.

Peers on Argus

Peers showed mixed moves (e.g., HESM +1.02%, DTM -1.02%, PAA -0.97%), suggesting the notes offering impact was more stock-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Strategic acquisition	Positive	+1.1%	Announced $1.1B HG midstream acquisition and $400M Utica asset sale.
Dec 08	Upstream acquisition	Positive	+1.1%	AR and AM coordinated Marcellus acquisition and Utica divestiture plan.
Oct 08	Earnings schedule	Neutral	-2.7%	AR Q3 2025 earnings release timing and conference call details.
Oct 08	Dividend & call	Neutral	-2.7%	Declared Q3 2025 dividend and set earnings release and call dates.
Sep 08	Debt refinancing	Positive	+0.9%	Upsized $650M 5.75% senior notes due 2033 to redeem 2027 notes.

Pattern Detected

Strategic acquisition and balance-sheet transactions have generally aligned with modest positive price reactions, while routine earnings or schedule updates have coincided with negative divergence.

Recent Company History

Over the last six months, Antero Midstream has focused on balance-sheet management and strategic portfolio shifts. On Dec 8, 2025, it announced a $1.1 billion cash acquisition of HG II Energy Midstream Holdings and a $400 million Utica divestiture, which saw a +1.14% reaction. Earlier, a Q3 2025 dividend and earnings date release on Oct 8, 2025 coincided with a -2.69% move. In Sep 2025, an upsized $650 million senior notes refinancing drew a +0.88% response, underscoring generally constructive reactions to liability management.

Market Pulse Summary

This announcement details a $600 million private placement of 5.75% senior unsecured notes due 2034, expected to yield about $593 million in net proceeds. The funds, together with credit facility borrowings and Utica midstream sale proceeds, are earmarked for the HG Energy II midstream acquisition and related costs. Recent filings describe this as part of a broader portfolio reshaping. Investors may track closing progress, redemption triggers, and future leverage metrics as key follow-ups.

Key Terms

senior unsecured notes financial

"aggregate principal amount of 5.75% senior unsecured notes due 2034 at par"

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.

Rule 144A regulatory

"qualified institutional buyers in reliance on Rule 144A under the Securities Act"

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") announced today the pricing of its upsized private placement to eligible purchasers of $600 million in aggregate principal amount of 5.75% senior unsecured notes due 2034 at par (the "Notes"). The offering is expected to close on December 23, 2025, subject to customary closing conditions.

Antero Midstream estimates that it will receive net proceeds of approximately $593 million, after deducting the initial purchasers' discounts and estimated expenses. 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 are being 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 did Antero Midstream (AM) announce on December 9, 2025 about senior notes?

Antero Midstream priced an upsized private placement of $600 million 5.75% senior unsecured notes due 2034, expected to close on Dec 23, 2025.

How much net proceeds will Antero Midstream (AM) receive from the $600 million note offering?

Antero Midstream estimates approximately $593 million in net proceeds after discounts and expenses.

What will Antero Midstream (AM) use the $600 million note proceeds for?

Proceeds, plus revolving credit borrowings and Utica Disposition proceeds, are intended to fund the HG Energy II acquisition and related fees.

When must the HG Energy II acquisition close to avoid special mandatory redemption for AM's notes?

If the acquisition hasn’t closed by the later of June 2, 2026 or an extended outside date (no later than Sept 2, 2026), a special mandatory redemption may be required.

Are Antero Midstream's (AM) 5.75% notes registered for public sale?

No; the notes are not registered under the Securities Act and are offered only to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S.