ANTERO RESOURCES Corp 8-K

What Happened

• On January 13, 2026, Antero Resources Corporation announced the pricing and entered into an underwriting agreement for an offering of $750 million aggregate principal amount of 5.400% Senior Notes due 2036. The offering is being made under the company’s Form S-3 shelf registration (filed January 12, 2026) and is expected to close on January 28, 2026, subject to customary conditions.
• The notes will be issued under a base indenture and supplemental indenture (to be dated January 28, 2026) with Computershare Trust Company, N.A. as trustee. The company estimates net proceeds of approximately $743 million after underwriter discounts and expenses. The pricing was disclosed via a press release filed under Regulation FD on January 13, 2026.

Key Details

• Offering: $750 million aggregate principal of 5.400% Senior Notes due 2036.
• Expected net proceeds: ~ $743 million (after underwriting discounts and estimated expenses).
• Use of proceeds: To fund the HG Energy II Production Holdings LLC acquisition (the “HG Acquisition”), associated fees (together with borrowings under an expected Term Loan A); remaining funding expected from the planned sale of substantially all Utica Shale assets (the “Utica Disposition”) or, if timing requires, from the company’s revolver and cash on hand.
• Special mandatory redemption: If the HG Acquisition does not close by the specified “Special Mandatory Redemption Outside Date” (the later of June 2, 2026 or any permitted extension) or the Purchase Agreement is terminated, or the company reasonably determines the acquisition will not close, Antero will be required to redeem all outstanding notes at 101% of the initial issue price plus accrued and unpaid interest.

Why It Matters

• This transaction increases Antero’s long-term debt by $750M to help fund a planned acquisition (HG Acquisition). The proceeds and the related financing plan (including a Term Loan A and asset sale proceeds) are central to how the company intends to pay for that deal.
• Investors should note the conditional redemption feature tied to the acquisition timeline: if the acquisition fails to close by the contract date (or is otherwise terminated), holders would be made whole at a 101% redemption price plus interest, which protects noteholders but could require the company to repay debt sooner than expected.
• Key near-term dates: pricing and disclosure on Jan 13, 2026; expected note issuance/closing Jan 28, 2026; Utica Disposition expected Q1 2026; HG Acquisition expected to close in first half of 2026 (subject to customary conditions).