New Issue: Antero prices upsized $400 million eight-year deal to yield 7¼%

By Paul Deckelman

New York, July 27 - Antero Resources Finance Corp. priced an upsized, quick-to-market $400 million offering of eight-year senior notes (B3/B) on Wednesday, according to high-yield primaryside sources.

The notes priced at par to yield 7¼%, in line with pre-deal market price talk. The offering was increased from the originally announced $300 million.

The issue, being sold under Rule 144A and Regulation S with registration rights, came to market via joint bookrunning managers J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Barclays Capital Inc.

A lengthy roster of co-managers included BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Banc Securities Inc., Comerica Securities, Inc., Lloyds Securities Inc., Mitsubishi UFJ Securities (USA) Inc., KeyBanc Capital Markets Inc. and U.S. Bancorp Investments, Inc.

The notes come with three years of call protection, including a make-whole call provision in effect during that time, and feature a standard three-year equity clawback for up to 35% of the issue.

There is also a 101% change-of-control put feature, although should a change-of-control event occur on or before Jan. 1, 2013, holders could put their bonds back to the company at 110% of par plus accrued interest.

The issuer is a unit of Denver, Colo.-based energy exploration and production company Antero Resources LLC, which said it plans to use the estimated net proceeds of $392.8 million to repay borrowings under its senior secured revolving credit facility and for general corporate purposes. The latter category includes potential acquisitions of additional properties in its core areas.

Issuers:	Antero Resources Finance Corp. (subsidiary of Antero Resources LLC)
Face Amount:	$400 million (upsized from $300 million)
Estimated proceeds:	$392.8 million
Securities:	Senior notes
Maturity:	Aug. 1, 2019
Joint bookrunners:	J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Barclays Capital Inc.
Co-managers:	BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Banc Securities Inc., Comerica Securities, Inc., Lloyds Securities Inc., Mitsubishi UFJ Securities (USA) Inc., KeyBanc Capital Markets Inc. and U.S. Bancorp Investments, Inc.
Coupon:	7¼%
Price:	Par
Yield:	7¼%
Spread:	472 basis points over 3 5/8% Treasury due Aug. 15, 2019
Make-whole call:	Make-whole at T+50 bps until Aug. 1, 2014
Call features:	Non-callable (other than make-whole call) until Aug. 1, 2014, then at 105.438, 103.625, 101.813 and finally, at par on or after Aug. 1, 2017
Equity clawback:	Up to 35% of issue at 107.25 until Aug. 1, 2014
Change-of-control:	101% put; 110% put on or before Jan. 1, 2013
Trade date:	July 27
Settlement date:	Aug. 1
Ratings:	Moody's: B3
	Standard & Poor's: B
Distribution:	Rule 144A/Regulation S with registration rights
Price talk:	7¼% area
Marketing:	Quick-to-market

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