Antero Midstream Corp 8-K

What Happened

• Antero Midstream Corporation disclosed that on December 23, 2025 its indirect, wholly owned subsidiaries — Antero Midstream Partners LP and Antero Midstream Finance Corporation — completed a private placement of $600.0 million aggregate principal amount of 5.750% Senior Notes due 2034. The Offering was upsized from an initial $500.0 million.
• The net proceeds, together with borrowings under Antero Midstream Partners’ revolving credit facility and proceeds from the previously announced sale of the Company’s Utica Shale midstream assets, are intended to fund the acquisition of HG Energy II Midstream Holdings, LLC and related fees and expenses. An indenture dated December 23, 2025 was entered with Computershare Trust Company, N.A. as trustee; the Notes are senior unsecured and are guaranteed by the Company and certain subsidiaries.

Key Details

• Offering amount: $600.0 million of 5.750% Senior Notes due 2034 (private placement, upsized from $500M).
• Use of proceeds: Fund HG Energy II acquisition, credit facility borrowings, and Utica Disposition proceeds.
• Redemption / reset provisions: Special mandatory redemption required (100% of issue price plus accrued interest) if the HG Acquisition does not close by the “Special Mandatory Redemption Outside Date” (no later than Sept 2, 2026, with June 2, 2026 as a key milestone/notice date) or the purchase agreement is terminated. Issuers may redeem up to 35% prior to Jan 1, 2029 at 105.75% (subject to certain equity proceeds), may redeem earlier with a make-whole premium, and have stated redemption terms on/after Jan 1, 2029. Change‑of‑control buyback at 101% may apply.
• Security and priority: Notes and guarantees rank pari passu with other senior unsecured debt, are effectively subordinated to secured debt to the extent of collateral value, and are structurally subordinated to liabilities of subsidiaries that do not guarantee the Notes.
• Distribution: Issued under exemptions from registration (Section 4(a)(2)); resold in the U.S. only to qualified institutional buyers (Rule 144A) and offshore under Regulation S.
• Other: In connection with the issuance of the Notes, the remaining commitments under previously disclosed bank financing commitments (including Royal Bank of Canada and Wells Fargo Bank, N.A. parties) were terminated.

Why It Matters

• This filing creates a significant new direct financial obligation for the company ($600M of senior unsecured notes) and lays out the primary financing plan for the HG Energy II acquisition. For investors, the Notes affect the company’s capital structure—increasing senior unsecured debt while leaving secured creditors ahead on collateral claims and leaving liabilities of non‑guarantor subsidiaries structurally senior.
• Important near‑term trigger: if the HG acquisition fails to close by the specified outside date (or the purchase agreement is terminated), the Issuers must redeem the Notes at par plus accrued interest, which could require returning proceeds rather than funding the acquisition. The termination of prior bank commitments is also material, as it changes the mix of available financing sources.