Antero Midstream (AM) raises $600M in 5.750% 2034 notes for HG Energy II deal

Rhea-AI Filing Summary

Antero Midstream Corporation completed a private placement of $600.0 million of 5.750% senior notes due 2034, upsized from an initial $500.0 million. The company plans to use the note proceeds, together with borrowings under Antero Midstream Partners’ revolving credit facility and proceeds from selling its Utica Shale midstream assets, to fund the acquisition of HG Energy II Midstream Holdings, LLC and related costs.

The notes are senior unsecured obligations of Antero Midstream Partners LP and Antero Midstream Finance Corporation, guaranteed on a senior unsecured basis by the company and certain subsidiaries, with customary covenants and events of default. If the HG acquisition does not close by the specified outside date, or the purchase agreement is terminated, the issuers must redeem the notes at 100% of their initial issue price plus accrued interest. In connection with this issuance, previously disclosed third-party debt financing commitments for the acquisition were terminated.

Insights

Credit & capital structure analyst

Antero Midstream locked in $600M of 5.750% 2034 notes to fund an acquisition, with protections if the deal fails.

Antero Midstream raised $600.0 million through 5.750% senior notes due 2034, upsized from $500.0 million, to help finance the HG Energy II Midstream Holdings, LLC acquisition. Funding will combine these notes with borrowings on Antero Midstream Partners’ revolving credit facility and proceeds from the Utica Shale midstream asset sale, indicating reliance on both debt capital markets and asset monetization.

The indenture includes customary covenants on additional debt, restricted payments, affiliate transactions, and asset sales, which can influence future financial flexibility. A special mandatory redemption requires the issuers to redeem the notes at 100% of the initial issue price plus accrued interest if the HG acquisition does not close by the defined outside date or the purchase agreement is terminated. This structure limits the risk of long-dated debt remaining outstanding without the intended acquisition.

The notes and guarantees rank equally with existing and future senior unsecured debt but are effectively subordinated to secured borrowings, including under the revolving credit agreement, and structurally subordinated to non-guarantor subsidiary liabilities. All remaining commitments under previously disclosed third-party debt financing for the acquisition were terminated, so the company is now anchored to this bond financing and its revolver for the HG transaction.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2025

ANTERO MIDSTREAM CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38075		61-1748605
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1615 Wynkoop Street

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including area code (303) 357-7310

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 Per Share		AM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 23, 2025, Antero Midstream Corporation’s (the “Company”) 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”) completed the previously announced private placement (the “Offering”) of $600.0 million in aggregate principal amount of their 5.750% Senior Notes due 2034 (the “Notes”). The Offering was upsized from an initial offering size of $500.0 aggregate principal amount of the Notes. The net proceeds from the Offering, together with borrowings under Antero Midstream Partners’ revolving credit facility and the net proceeds of the disposition of all the Company’s Utica Shale midstream assets (the “Utica Disposition”), will be used to fund the acquisition of HG Energy II Midstream Holdings, LLC (the “HG Acquisition”), and related fees and expenses.

However, 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 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) the Issuers determine based on their reasonable judgment that the HG Acquisition will not close prior to the Special Mandatory Redemption Outside Date or at all, the Issuers 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 Offering, the Issuers and each of the Guarantors (as defined below) entered into an indenture, dated as of December 23, 2025 (the “Indenture”), with Computershare Trust Company, N.A., as trustee. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with the Issuers’ unrestricted affiliates, and limitations on asset sales.

The Notes are, or will be, guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by (i) the Company, (ii) Antero Midstream Partners’ existing wholly owned subsidiaries (other than Finance Corp.) and (iii) Antero Midstream Partners’ future wholly owned domestic subsidiaries that guarantee certain of Antero Midstream Partners’ indebtedness (collectively, the “Guarantors”).

The Notes and the Guarantees were issued and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereunder. The Notes were resold within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. 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.

At any time prior to January 1, 2029, the Issuers may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 105.750% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with an amount of cash not greater than the net proceeds from certain equity offerings. At any time prior to January 1, 2029, the Issuers may redeem all or part of the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Issuers may also redeem all or a part of the Notes at any time on or after January 1, 2029, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If Antero Midstream Partners experiences a Change of Control (as defined in the Indenture), Antero Midstream Partners may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date.

2

The Notes and the Guarantees rank equally in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness and senior to all of the Issuers’ and the Guarantors’ future subordinated indebtedness. The Notes and the Guarantees are effectively subordinated in right of payment to all of the Issuers’ and the Guarantors’ existing and future secured debt, including debt under Antero Midstream Partners’ revolving credit agreement, to the extent of the value of the assets securing such debt, and are structurally subordinated to all liabilities of the Company’s subsidiaries (including Antero Midstream Partners’ subsidiaries other than Finance Corp.) that do not guarantee the Notes.

The summary of the Indenture set forth in this Item 2.03 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the issuance of the Notes, all remaining commitments under the previously disclosed debt financing commitments provided by Royal Bank of Canada, Wells Fargo Bank, National Association, their applicable affiliates and the other applicable commitment parties to Antero Midstream Partners were terminated.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT		DESCRIPTION
4.1		Indenture, dated as of December 23, 2025, by and among Antero Midstream Partners LP, Antero Midstream Finance Corporation, the guarantors party thereto and Computershare Trust Company, N.A., as trustee.
4.2		Form of 5.750% Senior Note due 2034 (included in Exhibit 4.1).
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 and Investor Relations

Dated: December 23, 2025

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FAQ

What financing transaction did Antero Midstream Corporation (AM) complete?

Antero Midstream completed a previously announced private placement of $600.0 million aggregate principal amount of 5.750% senior notes due 2034. The issuance was done by its indirect, wholly owned subsidiaries Antero Midstream Partners LP and Antero Midstream Finance Corporation.

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

The net proceeds from the 5.750% senior notes, together with borrowings under Antero Midstream Partners’ revolving credit facility and proceeds from the Utica Shale midstream asset sale, will be used to fund the acquisition of HG Energy II Midstream Holdings, LLC and related fees and expenses.

What is the special mandatory redemption feature on Antero Midstream’s new notes?

If the HG Energy II Midstream acquisition does not close by the specified outside date, the purchase agreement is terminated, or the issuers determine the deal will not close by that date, the issuers must redeem all outstanding notes at 100% of the initial issue price plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.

Who guarantees Antero Midstream’s 5.750% senior notes due 2034?

The notes are, or will be, guaranteed on a senior unsecured basis by Antero Midstream Corporation, Antero Midstream Partners’ existing wholly owned subsidiaries (other than Antero Midstream Finance Corporation), and future wholly owned domestic subsidiaries that guarantee certain of Antero Midstream Partners’ indebtedness.

Can Antero Midstream redeem the 5.750% senior notes early?

At any time prior to January 1, 2029, the issuers may redeem up to 35% of the notes at 105.750% of principal with proceeds of certain equity offerings, or redeem all or part of the notes at 100% of principal plus a make-whole premium and accrued interest. On or after January 1, 2029, they may redeem all or part of the notes at the redemption prices set forth in the indenture plus accrued interest.

What happens to the notes if Antero Midstream Partners experiences a change of control?

If Antero Midstream Partners experiences a Change of Control as defined in the indenture, it may be required to offer to purchase the notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the purchase date.

What other financing arrangements did Antero Midstream change in connection with this note issuance?

In connection with issuing the 5.750% senior notes due 2034, all remaining commitments under previously disclosed debt financing commitments provided by Royal Bank of Canada, Wells Fargo Bank, National Association, their affiliates, and other commitment parties to Antero Midstream Partners were terminated.