ANTERO RESOURCES Corp 8-K

What Happened

• Antero Resources Corporation announced on January 28, 2026 that it completed an underwritten public offering of $750,000,000 aggregate principal amount of 5.400% Senior Notes due 2036. The notes were issued under a base indenture and a first supplemental indenture with Computershare Trust Company, N.A. as trustee. Interest is 5.400% per year, payable February 1 and August 1 beginning August 1, 2026.

Key Details

• Principal amount: $750,000,000 of 5.400% Senior Notes due 2036; interest payable Feb 1 and Aug 1 (first interest payment Aug 1, 2026).
• Status and ranking: Senior unsecured obligations of the company, pari passu with other senior unsecured debt; not guaranteed by subsidiaries (structurally subordinated to subsidiary debt).
• Use of proceeds: Net proceeds (together with a planned Term Loan A) are intended to fund the company’s acquisition of HG Energy II Production Holdings, LLC; remaining funding expected from the sale of Utica Shale assets or existing liquidity.
• Conditional mandatory redemption: If the HG acquisition does not close by the later of June 2, 2026 (or an agreed outside date under the purchase agreement), or the purchase agreement is terminated, the company must redeem the notes at 101% of principal plus accrued interest.

Why It Matters

• The offering increases Antero’s long‑term debt and will add fixed interest expense at a 5.400% coupon, affecting leverage and cash interest costs.
• Because the notes are not guaranteed by subsidiaries, holders rank behind any subsidiary creditors; investors should note structural subordination.
• The notes are tied to the company’s planned HG Energy II acquisition and Utica asset sale; failure to close the acquisition by the specified outside date triggers a near‑term mandatory redemption at 101%, which could affect liquidity planning.
• Retail investors should watch upcoming closing milestones (HG Acquisition and Utica Disposition), covenant limits on liens/mergers in the indenture, and changes in leverage or cash balances disclosed in future filings.