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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):
January 11,
2024
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)
Registrants 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. ¨
On January 11, 2024, 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
2032 (the “Notes”). The Issuers intend to use the net proceeds from the offering of the Notes to
repay indebtedness under Antero Midstream Partners’ revolving credit facility, which amounts may be reborrowed for general
corporate purposes, including repayment of near-term maturities.
In connection
with the Notes Offering, the Company disclosed that as of January 3, 2024, there was approximately $631.2 million of indebtedness under Antero Midstream
Partners’ revolving credit facility.
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.
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/ Brendan E. Krueger |
|
|
Brendan E. Krueger |
|
|
Chief Financial Officer, Vice President – Finance and Treasurer |
Dated: January 11, 2024
Exhibit 99.1
Antero Midstream Announces Launch of $500
Million Offering of Senior Notes
Denver, Colorado, January 11, 2024—Antero
Midstream Corporation (NYSE: AM) (“Antero Midstream” or the “Company”) announced today that, subject to market
conditions, it intends to offer $500 million in aggregate principal amount of senior unsecured notes due 2032 (the “Notes”)
in a private placement to eligible purchasers.
Antero Midstream intends to use the net proceeds
from the offering to repay indebtedness under its revolving credit facility, which amounts may be reborrowed for general corporate purposes,
including repayment of near-term maturities.
The Notes to be offered have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered,
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 securities laws. The Notes will be offered only to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States pursuant to Regulation
S under the Securities Act.
This press release is neither an offer to sell
nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of
an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
Antero Midstream Corporation is a Delaware
corporation that owns, operates and develops midstream gathering, compression, processing and fractionation assets located in the Appalachian
Basin, as well as integrated water assets that primarily service Antero Resources Corporation’s properties.
This release includes "forward-looking
statements.” Such forward-looking statements are subject to a number of risks and uncertainties, many of which are not under Antero
Midstream’s control. All statements, except for statements of historical fact, made in this release regarding activities, events
or developments Antero Midstream expects, believes or anticipates will or may occur in the future, such as statements regarding the proposed
offering and the intended use of proceeds are forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this release. Although
Antero Midstream believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are
reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results
could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, Antero Midstream expressly
disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.
Antero Midstream cautions you that these forward-looking
statements are subject to all of the risks and uncertainties incident to our business, most of which are difficult to predict and many
of which are beyond Antero Midstream’s control. These risks include, but are not limited to, commodity price volatility, inflation,
supply chain or other disruptions, environmental risks, Antero Resources Corporation’s drilling and completion and other operating
risks, regulatory changes or changes in law, the uncertainty inherent in projecting Antero Resources Corporation’s future rates
of production, cash flows and access to capital, the timing of development expenditures, impacts of geopolitical events, including the
conflicts in Ukraine and in the Middle East, and world health events, cybersecurity risks, the state of markets for, and availability
of, verified quality carbon offsets and the other risks described under the heading "Item 1A. Risk Factors" in Antero Midstream’s
Annual Report on Form 10-K for the year ended December 31, 2022 and its subsequently filed Quarterly Reports on Form 10-Q.
For more information, contact Justin Agnew,
Director – Finance and Investor Relations of Antero Midstream at (303) 357-7269 or jagnew@anteroresources.com.
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Antero Midstream (NYSE:AM)
過去 株価チャート
から 4 2024 まで 5 2024
Antero Midstream (NYSE:AM)
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から 5 2023 まで 5 2024