Antero Midstream (AM) to raise $500M in senior notes for HG Energy II midstream acquisition

Rhea-AI Filing Summary

Antero Midstream Corporation announced that its indirect, wholly owned subsidiaries intend to launch a private offering of $500 million aggregate principal amount of senior notes due 2034. The company plans to use the net proceeds from these notes, together with borrowings under Antero Midstream Partners LP’s revolving credit facility and proceeds from selling all of its Utica Shale midstream assets, to fund the acquisition of HG Energy II Midstream Holdings, LLC and related costs. If the HG acquisition does not close by the specified outside dates, is terminated, or is determined not to close, Antero Midstream Partners will be required to redeem all of the notes at 100% of their initial issue price plus accrued interest. As of December 8, 2025, Antero Midstream Partners had approximately $462 million outstanding under its revolving credit facility, including about $83 million in escrow, and estimated combined fees and expenses for the HG acquisition and Utica disposition of roughly $16 million.

Insights

Credit and capital structure analyst

Antero Midstream plans a $500M notes deal to help fund a midstream acquisition, with protections if the transaction falls through.

The company states that indirect subsidiaries of Antero Midstream Corporation intend a private offering of $500 million senior notes due 2034. Net proceeds from these notes, together with Antero Midstream Partners LP’s revolving credit facility and cash from selling Utica Shale midstream assets, are earmarked to fund the HG Energy II Midstream Holdings, LLC acquisition and related costs. This combines new long-dated debt, existing bank borrowing capacity, and asset sale proceeds in a single financing package.

The notes include a special mandatory redemption feature tied to the HG acquisition. If the closing does not occur by the defined outside dates, if the purchase agreement is terminated, or if Antero Midstream Partners determines the deal will not close, all outstanding notes must be redeemed at 100% of the initial issue price plus accrued interest. As of December 8, 2025, Antero Midstream Partners reported approximately $462 million outstanding under its revolving credit facility, including about $83 million in escrow for acquisition cash consideration, and estimated about $16 million of fees and expenses for the HG acquisition and Utica disposition.

This structure outlines clear funding sources and contingency treatment for noteholders if the acquisition does not complete. Subsequent disclosures in company communications can provide more detail on final pricing of the notes, closing status of the HG acquisition, and changes in revolver balances following the Utica asset sale.

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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 9, 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 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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FAQ

What financing did Antero Midstream Corporation (AM) announce?

Antero Midstream Corporation disclosed that its indirect, wholly owned subsidiaries intend to commence a private offering of $500 million aggregate principal amount of senior notes due 2034. The notes are being issued by Antero Midstream Partners LP and Antero Midstream Finance Corporation.

How will Antero Midstream (AM) use the proceeds from the $500 million senior notes?

The company states that net proceeds from the notes, together with borrowings under Antero Midstream Partners LP’s revolving credit facility and proceeds from selling all of its Utica Shale midstream assets, 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 Holdings, LLC acquisition does not close by the specified outside dates, if the purchase agreement is terminated, or if Antero Midstream Partners determines that the acquisition will not close, Antero Midstream Partners must redeem all outstanding notes at a price equal to 100% of the initial issue price plus accrued and unpaid interest to, but excluding, the special mandatory redemption date.

What are Antero Midstream Partners’ current borrowings under its revolving credit facility?

As of December 8, 2025, Antero Midstream Partners had total borrowings of approximately $462 million outstanding under its revolving credit facility, including about $83 million deposited into escrow to be credited toward the cash consideration at the closing of the HG acquisition.

How much does Antero Midstream estimate in fees and expenses for the HG acquisition and Utica disposition?

The company disclosed an estimated aggregate of approximately $16 million in fees and expenses relating to the HG Energy II Midstream Holdings, LLC acquisition and the disposition of all Utica Shale midstream assets.

Is Antero Midstream’s $500 million notes offering a registered public offering?

No. The company states that the securities to be offered have not been registered under the Securities Act of 1933 or state securities laws and may only be offered or sold in the United States pursuant to an applicable exemption or a transaction not subject to registration requirements.