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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)
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 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 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 $500.0 million aggregate principal
amount of senior notes due 2033 (the “Notes”). The Issuers intend to use the net proceeds from the Notes Offering, together
with borrowings under Antero Midstream Partners’ revolving credit facility, to redeem in full the Issuers’ 5.75% senior notes
due 2027 (the “2027 Notes”) at a redemption price of 100.0% of the principal amount thereof, plus accrued and unpaid interest.
As of September 8, 2025, there was $650.0 million aggregate principal amount of 2027 Notes outstanding. The redemption of the 2027
Notes is expected to be conditioned on the completion of the Notes Offering. The foregoing does not constitute a notice of redemption
with respect to the 2027 Notes.
In connection
with the Notes Offering, the Company disclosed that as of August 31, 2025, there was $405 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.
EXHIBIT |
|
DESCRIPTION |
99.1 |
|
Antero Midstream Corporation press release, dated September 8, 2025. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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