Current Report Filing (8-k)
January 07 2021 - 7:35AM
Edgar (US Regulatory)
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0001433270
2021-01-07
2021-01-07
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xbrli:shares
iso4217:USD
xbrli:shares
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 7, 2021
ANTERO RESOURCES CORPORATION
(Exact Name of Registrant as Specified
in its Charter)
Delaware
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001-36120
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80-0162034
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification Number)
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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
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Trading
symbol(s)
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Name of each exchange
on
which registered
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Common
Stock, par value $0.01 Per Share
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AR
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New
York Stock Exchange
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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 7, 2021, Antero
Resources Corporation (the “Company”) announced the pricing of a registered direct offering (the “Share
Offering”) of an aggregate of 31.4 million shares (the “Shares”) of its common stock, par value $0.01 per
share, at a price of $6.35 per share to a limited number of holders (the “Holders”) of its 4.25% Convertible
Senior Notes due 2026 (the “Convertible Notes”). The Company plans to use the proceeds from the Share Offering
and approximately $63 million of borrowings under the Company’s revolving credit facility to repurchase from such
Holders $150 million aggregate principal amount of its Convertible Notes in privately negotiated transactions. The
Share Offering is expected to close on January 12, 2021, subject to customary closing conditions.
The offer and sale of the Shares are being
made pursuant to the Company’s Registration Statement on Form S-3, Registration No. 333-251910, filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the prospectus supplement thereunder
related to the Share Offering.
This Current Report on Form 8-K is
neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes, the Shares, or any other securities and shall
not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, these securities in any jurisdiction in which
such offer, solicitation or sale is unlawful.
A copy of the opinion of Vinson &
Elkins L.L.P. relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K includes
“forward-looking statements.” Such forward-looking statements are subject to a number of risks and uncertainties, many
of which are not under the Company’s control. All statements, except for statements of historical fact, made in this Current
Report regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future,
such as statements regarding the closing of the Share Offering and the use of proceeds thereof, are forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. All forward-looking
statements speak only as of the date of this Current Report. Although the Company 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, the Company expressly disclaims any obligation to and does not intend
to publicly update or revise any forward-looking statements. The Company cautions you that these forward-looking statements are
subject to all of the risks and uncertainties incident to the exploration for and development, production, gathering and sale of
natural gas, NGLs and oil, most of which are difficult to predict and many of which are beyond the Company’s control. These
risks include the risks described under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2019 and in its subsequently filed Quarterly Reports on Form 10-Q.
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Item 9.01
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Financial Statements and Exhibits.
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(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.
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ANTERO RESOURCES CORPORATION
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By:
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/s/ Glen C. Warren, Jr.
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Glen C. Warren, Jr.
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President and Chief Financial Officer
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Dated: January 7, 2021
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