Antero Midstream Corp 8-K Filing

FAQ

Key Financial Figures

• $0.01 — each exchange Common Stock, par value $0.01 Per Share AM New York Stock Exchang
• $1.1 billion — ("HG Energy") for cash consideration of $1.1 billion (the "Antero Midstream HG Acquisition")
• $2.8 b — cquisitions") for cash consideration of $2.8 billion, subject to the terms and conditi
• $82.5 million — l deposit (the "Deposit") approximately $82.5 million and $210 million, respectively, into es
• $210 m — posit") approximately $82.5 million and $210 million, respectively, into escrow, which
• $25 million — tions (not to exceed an amount equal to $25 million), or (2) obtain specific performance by
• $700 million — ity in an aggregate principal amount of $700 million (the "Bridge Facility"). The Company cu
• $400 million — ate cash consideration of approximately $400 million (the "Antero Midstream Utica Dispositio
• $800 million — ate cash consideration of approximately $800 million (the "Antero Resources Utica Dispositio
• $40 million — osit (the "Utica Deposit") an aggregate $40 million into escrow, which will be credited tow

Filing Documents

• tm2532932d1_8k.htm (8-K) — 52KB
• tm2532932d1_ex10-1.htm (EX-10.1) — 825KB
• tm2532932d1_ex10-2.htm (EX-10.2) — 650KB
• tm2532932d1_ex99-1.htm (EX-99.1) — 30KB
• tm2532932d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-25-119059.txt ( ) — 2049KB
• am-20251205.xsd (EX-101.SCH) — 3KB
• am-20251205_lab.xml (EX-101.LAB) — 33KB
• am-20251205_pre.xml (EX-101.PRE) — 22KB
• tm2532932d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry Into a Material Definitive Agreement HG Acquisition On December 5, 2025, Antero Midstream Partners LP ("Antero Midstream Partners"), an indirect, wholly-owned subsidiary of Antero Midstream Corporation (the "Company"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") to purchase 100% of the issued and outstanding equity interests of HG Energy II Midstream Holdings, LLC ("HG Midstream") from HG Energy II LLC ("HG Energy") for cash consideration of $1.1 billion (the "Antero Midstream HG Acquisition"), subject to the terms and conditions thereof. Also pursuant to the Purchase Agreement, Antero Resources Corporation ("Antero Resources" and, together with Antero Midstream Partners, the "Antero Parties"), agreed to purchase 100% of the issued and outstanding equity interests of HG Energy II Production Holdings, LLC ("HG Production" and, together with HG Midstream and HG Energy, the "HG Parties") from HG Energy (the "Antero Resources HG Acquisition" and, together with the Antero Midstream HG Acquisition, the "Acquisitions") for cash consideration of $2.8 billion, subject to the terms and conditions thereof. HG Production owns approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia. Pursuant to the Purchase Agreement, within one business day following the execution date thereof, Antero Midstream Partners and Antero Resources will deposit (the "Deposit") approximately $82.5 million and $210 million, respectively, into escrow, which will be credited toward the cash consideration payable at the closing of the Acquisitions. If the Purchase Agreement is terminated in accordance with its terms and conditions, the Deposit will be disbursed to the Antero Parties or the HG Parties as provided in the Purchase Agreement. The Acquisitions are expected to close in the first half of 2026, subject to the satisfaction of certain customary closing conditions. The Purchase Agreement provides that the closing o

01

Item 7.01 Regulation FD Disclosure. On December 8, 2025, the Company issued a press release announcing the entry into the Purchase Agreement and the Utica Midstream PSA and the transactions contemplated thereby. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information furnished in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing. Forward-Looking This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.

Forward-looking statements can be identified by words such as "anticipates," "believes," "forecasts,"

Forward-looking statements can be identified by words such as "anticipates," "believes," "forecasts," "plans," "estimates," "expects," "should," "will" or other similar expressions. Examples of forward-looking statements include, among others, statements relating to the Acquisitions, the Antero Midstream Utica Disposition and the Antero Resources Utica Disposition, including the estimated timing, final purchase prices and financing thereof. The forward-looking statements included in this Form 8-K involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently available to the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company's control and which include, but are not limited to, risks associated with the Acquisitions, the Antero Midstream Utica Disposition and the Antero Resources Utica Disposition, including the risk that the acquisitions or dispositions are not consummated on the terms expected or on the anticipated schedule, or at all, and risks associated with the successful integration and future performance of the acquired assets and operations commodity price volatility, inflation, supply chain or other disruption, availability and cost of drilling, completion and production equipment and services, environmental risks, drilling and completion and other operating risks, marketing and transportation risks, regulatory changes or changes in law, the uncertainty inherent in estimating natural gas, NGLs and oil reserves and in

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners LP, dated as of December 5, 2025. 10.2* Purchase and Sale Agreement, among Antero Midstream LLC, Antero Water LLC, Antero Treatment LLC, Infinity Natural Resources LLC and Northern Oil and Gas, Inc., dated December 5, 2025. 99.1 Press Release dated December 8, 2025, of Antero Midstream Corporation. 104 Cover Page Interactive Data File (embedded with Inline XBRL document). * Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. Certain personally identifiable information has also been omitted from this Exhibit pursuant to

(a)(6) of Regulation S-K

Item 601(a)(6) of Regulation S-K. 5

SIGNATURES

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 Agnew Name: Justin Agnew Title: Chief Financial Officer, Vice President – Finance and Investor Relations Date: December 8, 2025

View Full Filing

View this 8-K filing on SEC EDGAR