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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):September 8, 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 September 8, 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 the pricing of the previously announced private placement (the “Offering”) of $650.0 million in aggregate principal amount of the Company’s indirect, wholly owned subsidiaries, Antero Midstream Partners LP and Antero Midstream Finance Corporation’s 5.750% Senior Notes due 2033 (the “Notes”). The Offering was upsized from an initial offering size of $500.0 million aggregate principal amount of the Notes. The Offering is expected to be completed on September 22, 2025.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT   DESCRIPTION
99.1   Press Release Announcing the Pricing of the Notes, dated September 8, 2025.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2


 

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: September 8, 2025

 

3

 

EX-99.1 2 tm2525584d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

Antero Midstream Announces Pricing of Upsized $650 Million Offering of Senior Notes

 

Denver, Colorado, September 8, 2025—Antero Midstream Corporation (NYSE: AM) (“Antero Midstream”) announced today the pricing of its upsized private placement to eligible purchasers of $650 million in aggregate principal amount of 5.75% senior unsecured notes due 2033 at par (the “Notes”). The offering is expected to close on September 22, 2025, subject to customary closing conditions.

 

Antero Midstream estimates that it will receive net proceeds of approximately $642 million, after deducting the initial purchasers’ discounts and estimated expenses. Antero Midstream intends to use the net proceeds from the offering, together with borrowings under its revolving credit facility, to redeem in full its 5.75% senior notes due 2027 (the “2027 Notes”) at a redemption price of 100% plus accrued but unpaid interest. The redemption of the 2027 Notes is expected to be conditioned on the completion of the offering of the Notes. The offering of the Notes is not contingent upon the completion of such redemption.

 

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 are being 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. This press release shall not constitute a notice of redemption of the 2027 Notes.

 

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 incidental 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 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, 2024 and its subsequently filed Quarterly Reports on Form 10-Q.

 

For more information, contact Justin Agnew, Chief Financial Officer, Vice President – Finance & Investor Relations of Antero Midstream at (303) 357-7269 or jagnew@anteroresources.com.