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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): April 8, 2021

 

 

 

ANTERO RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36120   80-0162034
(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   AR   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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 8, 2021, Antero Resources Corporation (“Antero Resources”) and Antero Midstream Corporation (“Antero Midstream”) announced that Glen C. Warren, Jr. will retire as President and Chief Financial Officer of Antero Resources and President of Antero Midstream, effective as of April 30, 2021. Mr. Warren will also step down from the board of both companies as of the same date. Mr. Warren’s retirement is not the result of any disagreement with Antero Resources or Antero Midstream.

 

Effective upon Mr. Warren’s retirement, (i) Paul M. Rady, currently Chairman and CEO of Antero Resources and Antero Midstream, will also be named President of Antero Resources and Antero Midstream and (ii) Michael N. Kennedy, currently Senior Vice President of Finance at Antero Resources and Antero Midstream and Chief Financial Officer of Antero Midstream, will be appointed as Chief Financial Officer of Antero Resources, will cease to be the Chief Financial Officer of Antero Midstream and will continue to serve as Senior Vice President of Finance at Antero Midstream.

 

Information regarding Mr. Rady’s and Mr. Kennedy’s business experience is included in Antero Resources’ SEC filings and on its website.

 

Item 7.01 Regulation FD Disclosure.

 

On April 8, 2021, Antero Resources and Antero Midstream issued two joint press releases announcing Mr. Warren’s retirement and related changes to the board and management of each company. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated by reference into this Item 7.01.

 

The information furnished in this Item 7.01 (including the exhibits) 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.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibits   Description
99.1   Press release dated April 8, 2021.
99.2   Press release dated April 8, 2021.
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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 RESOURCES CORPORATION
   
  By: /s/ Glen C. Warren, Jr.
    Glen C. Warren, Jr.
    President and Chief Financial Officer
   

 

Dated: April 9, 2021

 

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Exhibit 99.1

 

     

 

 

Antero Resources and Antero Midstream Announce Retirement of Co-Founder Glen Warren

 

Denver, Colorado, April 8, 2021—Antero Resources Corporation (NYSE: AR) (“Antero Resources”) and Antero Midstream Corporation (NYSE: AM) (“Antero Midstream”) today announced that Glen Warren will retire as President and Chief Financial Officer of Antero Resources and President of Antero Midstream, effective April 30, 2021. Mr. Warren will also step down from the board of both companies as of the same date.

 

“Glen has been a visionary leader in the energy industry over the last several decades,” said Paul Rady, Co-Founder, Chairman and CEO of Antero Resources and Antero Midstream. “For more than 20 years, Glen and I have been partners across a number of successful plays and organizations. We were some of the first successful players in unconventional resources, initially in coal bed methane in the Powder River Basin, then in the Barnett Shale where we were early adopters of horizontal drilling and multi-stage completions. Since first entering Appalachia in 2008, Glen has been instrumental in growing Antero Resources into the second largest NGL producer and the third largest natural gas producer in the United States today. Under Glen’s co-leadership, Antero Resources has reset its balance sheet and cost structure, is generating significant free cash flow and expects to reduce leverage below 2.0x in 2021. In addition, Antero Midstream is now one of the only midstream companies in the industry with the optimum combination of c-corp governance, a self-funding business model after dividends, long-term growth and a declining leverage profile with already one of the strongest balance sheets in the midstream industry. Despite the challenges facing the energy industry over the last several years, Glen has helped reposition both Antero Resources and Antero Midstream to succeed for many years to come. His impact can be seen on our people, assets, balance sheets and performance. I wish Glen all the best in the next chapter of his life.”

 

Antero Resources entered the Appalachia Basin in 2008 and drilled its first wells in 2009. In 2013, Antero Resources completed the largest initial public offering of an independent exploration and production company, raising $1.8 billion in proceeds. Antero Resources now holds 515,000 net acres in the core of the Appalachian Basin, and in 2020 produced over 3.5 Bcfe/d, including almost 200,000 Bbl/d of liquids.

 

Antero Midstream was formed by Antero Resources in 2012 to own, operate and develop midstream energy infrastructure to service Antero Resources' increasing production. In 2014, Antero Midstream completed what was then the lowest-yielding and largest initial public offering of a master limited partnership, raising $1.2 billion in proceeds. Today, Antero Midstream has the most comprehensive liquids midstream system in Appalachia and an enterprise value of over $7.0 billion.

 

Commenting on the successes of the Antero family, Mr. Warren stated “It has been one of the greatest honors of my career to partner with Paul Rady and to help lead the growth of the Antero entities from the ground floor. I have so many great memories over the years, from the multitude of relationships built to the countless milestones achieved. I want to thank all our employees and board members past and present, our private equity partners, bankers and investors for your belief in Paul and me and our vision to build a great set of sustainable companies. Importantly, I want to thank my wife and family for unwavering support over the many years. Going forward, the Antero entities are very well positioned with the lowest debt levels since being public and one of the strongest, most integrated teams in the industry with the continued outstanding leadership of Paul. I plan to be a long-term shareholder of both Antero Resources and Antero Midstream, and wish the Antero family tremendous success.”

 

Mr. Warren is looking forward to spending more time with his family, as well as spending more time on philanthropy, farming, fishing and tennis.

 

Antero Resources is an independent oil and natural gas company engaged in the exploration, development and production of natural gas, NGLs, and oil properties located in the Appalachian Basin. Antero Midstream 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 properties. For more information, contact Michael Kennedy, Chief Financial Officer of Antero Midstream and SVPFinance of Antero Resources and Antero Midstream, at (303) 357-6782 or [email protected]

 

 

Exhibit 99.2

 

 

Antero Resources and Antero Midstream Announce New Executive Management Responsibilities

 

Denver, Colorado, April 8, 2021—Antero Resources Corporation (NYSE: AR) (“Antero Resources”) and Antero Midstream Corporation (NYSE: AM) (“Antero Midstream”) today announced new responsibilities for certain members of their management teams upon the effectiveness of Glen C. Warren, Jr. retirement as Antero Resources’ President, Chief Financial Officer and Director and Antero Midstream’s President and Director on April 30, 2021.

 

Paul M. Rady, currently Chairman and CEO of both Antero Resources and Antero Midstream, will also be named President of both Antero Resources and Antero Midstream.

 

Michael N. Kennedy, currently Senior Vice President (SVP) of Finance at Antero Resources and Chief Financial Officer (CFO) of Antero Midstream will be named CFO of Antero Resources and will be appointed to the Antero Midstream Board of Directors. Mr. Kennedy will also serve as SVP of Finance for Antero Midstream. Mr. Kennedy has served as CFO of Antero Midstream and SVP of Finance for Antero Resources since 2016, prior to which he served as Vice President of Finance beginning in 2013. Mr. Kennedy has been involved in all capital markets related activity and strategic transactions for the Antero family of companies, including all three IPOs related to Antero entities and has led the investor relations teams at both Antero Resources and Antero Midstream since going public. Prior to joining Antero, Mr. Kennedy was Executive Vice President and CFO of Forest Oil Corporation from 2009 to 2013. From 2001 until 2009, Mr. Kennedy held various financial positions of increasing responsibility within Forest. From 1996 to 2001, Mr. Kennedy was an auditor with Arthur Andersen LLP focusing on the Natural Resources industry. Mr. Kennedy holds a B.S. in Accounting from the University of Colorado at Boulder.

 

Brendan E. Krueger, currently Vice President of Finance and Treasurer of Antero Resources and Antero Midstream, will be named CFO of Antero Midstream. Mr. Krueger will also continue to serve as Treasurer and Vice President of Finance for Antero Resources and Antero Midstream. Since joining Antero in 2014, Mr. Krueger has been involved in the capital markets related activity and strategic transactions for the Antero family of companies, including two initial public offerings. Prior to joining Antero, Mr. Krueger spent seven years in investment banking focused on equity and debt financing and M&A advisory primarily with Robert W. Baird & Co. and Wells Fargo Securities. Mr. Krueger earned his Bachelor of Business Administration in Finance from the University of Notre Dame.

 

Commenting on the new executive management responsibilities, Paul Rady, Co-Founder, Chairman and CEO of Antero Resources and Antero Midstream said, “I would like to recognize Mike and Brendan on their new appointments. Their collective experience, commitment to and impact on the Antero family have been essential in shaping the companies’ strategic outlook and positioning both companies for continued success. In particular, they were both instrumental in executing the numerous capital markets and strategic transactions that have occurred over the last 12 to 18 months and helped position the companies for long-term success. I look forward to continuing to work closely with Mike and Brendan in their new roles and I am excited about Antero’s future as we work to continue to drive down costs, generate attractive returns, sustainable free cash flow, reduce debt and position both entities to return capital to our shareholders. These two appointments highlight the strong bench strength that we enjoy at Antero.”

 

Commenting on Mr. Kennedy’s appointment as CFO of Antero Resources, Ben Hardesty, lead independent director of Antero Resources, said, “I have had the opportunity to work closely with Mike for years. Mike’s leadership and executive experience will be key to Antero Resources’ efforts to continue to reduce costs and reduce absolute debt and leverage, and to position the company for long-term sustainable success. I have the utmost confidence in Mike and his ability to seamlessly transition into his new role as CFO of Antero Resources."

 

   
   

 

Commenting on Mr. Kennedy’s and Mr. Krueger’s new responsibilities at Antero Midstream, David Keyte, lead independent director of Antero Midstream, said, “I am excited to have Mike join Antero Midstream’s Board of Directors and to have Brendan serve as Antero Midstream’s CFO. Mike’s experience as CFO of Antero Midstream, together with his broad knowledge and experience in the industry, will enable him to provide the board with executive counsel on a full range of business, strategic, financial and professional matters. Brendan has played an integral role in executing important capital markets and strategic transactions at both Antero Resources and Antero Midstream, and I think he is very well suited to serve as the company’s CFO.”

 

Antero Resources is an independent oil and natural gas company engaged in the exploration, development and production of natural gas, NGLs, and oil properties located in the Appalachian Basin. Antero Midstream 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 properties.

 

For more information, contact Michael Kennedy, Chief Financial Officer of Antero Midstream and SVPFinance of Antero Resources and Antero Midstream, at (303) 357-6782 or [email protected]

 

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