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Antero Midstream Corporation (NYSE:AM) ("Antero Midstream" or the "Company") today announced a bolt-on acquisition of gathering and compression assets in the Marcellus Shale for $70 million from Summit Midstream Partners LP (NYSE:SMLP). The transaction closed on May 1, 2024 with an effective date of April 1, 2024. In addition, the Company announced that it has called for redemption all of its outstanding 7.875% Senior Notes due 2026 (the "2026 Notes") for redemption on May 16, 2024 (the "Redemption Date").
Bolt-On Acquisition Highlights and Rationale:
Paul Rady, Chairman and CEO said, "This transaction marks our third highly strategic bolt-on acquisition in Appalachia in the last two years. The compression and high pressure gathering assets are already interconnected with Antero Midstream's low pressure gathering system. As a result of this transaction, Antero Midstream now gathers and compresses substantially all of Antero Resources' production."
Brendan Krueger, CFO of Antero Midstream, said "Importantly, we were able to internally finance this transaction and the anticipated Free Cash Flow after dividends accretion of the acquisition will continue to position Antero Midstream to achieve our 3.0x Leverage target in 2024. As a result, we are well positioned to target incremental return of capital to shareholders this year."
Marcellus Bolt-On Acquisition
Under the terms of the agreement, Antero Midstream acquired the compression and high pressure gas gathering system and associated agreements for $70 million in cash. The assets acquired include two compressor stations and 48 miles of high pressure gas gathering pipelines. The acquired assets are currently connected to Antero Midstream's low pressure gas gathering system and are not expected to require any material capital investment.
2024 Guidance Update
Antero Midstream is increasing its 2024 guidance to reflect the announced acquisition.
The following is a summary of Antero Midstream's updated 2024 guidance ($ in millions):
| Twelve Months Ended December 31, 2024 | Change vs. Prior Guidance | ||||||||
| Low | High | (At midpoint) | |||||||
| Net Income | $415 | $455 | +$10 | ||||||
| Adjusted Net Income | 470 | 510 | +10 | ||||||
| Adjusted EBITDA | 1,035 | 1,075 | +15 | ||||||
| Capital Expenditures | 150 | 170 | — | ||||||
| Interest Expense | 190 | 200 | +5 | ||||||
| Free Cash Flow Before Dividends | 680 | 720 | +10 | ||||||
| Total Dividends | 435 | 435 | — | ||||||
| Free Cash Flow After Dividends | 245 | 285 | +10 | ||||||
For a discussion of the non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income, Leverage, and Free Cash Flow before and after dividends see "Non-GAAP Financial Measures and Definitions."
Redemption of 2026 Senior Notes
On May 1, 2024, Antero Midstream Corporation called for redemption all $531 million of its outstanding 7.875% Senior Notes due 2026 (CUSIP Nos. 03690E AA6 and U0019E AA3) for redemption on the Redemption Date at a price of 101.969% of the principal thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date. The redemption of the 2026 Notes will be funded with cash on hand and borrowings under Antero Midstream's revolving credit facility.
This press release is neither an offer to sell or a solicitation of an offer to buy the 2026 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 2026 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 2026 Notes.
