AR sells common stock
Posted: Tue Oct 11, 2016 4:59 pm
On October 7, 2016, Antero Resources Corporation (the "Company") completed the previously announced sale of 6,730,769 shares of the Company's common stock, par value $0.01 per share (the "Shares"), at a price of $26.00 per share (the "Private Placement"), pursuant to a Common Stock Subscription Agreement (the "Subscription Agreement") with Evans Investments Pte. Ltd., an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited (the "Purchaser"). The issuance of the Shares pursuant to the Subscription Agreement was made in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").
In connection with the closing of the Private Placement, the Company and the Purchaser entered into that certain Registration Rights Agreement, dated October 7, 2016 (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company has agreed to (i) file a Registration Statement on Form S-3 with the Securities and Exchange Commission (the "Commission") no later than five business days following the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (such filing date, the "Shelf Filing Date") to register the offer and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, of the Shares sold in the Private Placement to the Purchaser; (ii) use its commercially reasonable efforts to cause such resale registration statement to be declared effective under the Securities Act by the Commission as soon as reasonably practicable after the Shelf Filing Date; and (iii) use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earlier of (A) the date when all of the Registrable Securities (as defined in the Registration Rights Agreement) covered by such registration statement have been sold and (B) the date on which all of the purchased Shares cease to be Registrable Securities under the Registration Rights Agreement.
In connection with the closing of the Private Placement, the Company and the Purchaser entered into that certain Registration Rights Agreement, dated October 7, 2016 (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company has agreed to (i) file a Registration Statement on Form S-3 with the Securities and Exchange Commission (the "Commission") no later than five business days following the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (such filing date, the "Shelf Filing Date") to register the offer and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, of the Shares sold in the Private Placement to the Purchaser; (ii) use its commercially reasonable efforts to cause such resale registration statement to be declared effective under the Securities Act by the Commission as soon as reasonably practicable after the Shelf Filing Date; and (iii) use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earlier of (A) the date when all of the Registrable Securities (as defined in the Registration Rights Agreement) covered by such registration statement have been sold and (B) the date on which all of the purchased Shares cease to be Registrable Securities under the Registration Rights Agreement.