Antero Midstream (AM) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of Marcellus assets, including HG Energy, adds 385,000 net acres and over 400 undeveloped drilling locations, with 75% liquids-focused, expanding core operations and providing dry gas optionality for future demand.

• Divestiture of non-core Ohio Utica assets high-grades the portfolio, reallocates capital to higher-return Marcellus development, and focuses on more productive assets.

• Vertically integrates operations, enhancing control over infrastructure, reducing breakevens, and extending core inventory life by five years.

• Positions the company as the leading operator and consolidator in West Virginia, strengthening negotiating position for local demand and industrial supply.

• Supports organic growth strategy and just-in-time investment philosophy.

Financial terms and conditions

• Upstream assets acquired for $2.8B plus hedge book; midstream assets for $1.1B in cash, subject to adjustments.

• Divestiture of Utica upstream for $800M and midstream for $400M, with Utica assets sold at a multiple over 11x next three years' average annual EBITDA.

• Acquisition funded by $500M free cash flow, $800M divestiture proceeds, and a three-year Term Loan A ($1.5B in some sources).

• Acquisition expected to be paid off by 2028.

• Locked in hedges for 2026-2027 production, supporting attractive margins and debt reduction.

Synergies and expected cost savings

• $950M in identified synergies over 10 years, including $500M+ in drilling and completion optimization, $140M in marketing, and $100M+ in midstream capital avoidance.

• Water handling and tax structuring synergies add $185M in savings.

• Cost structure reduced by ~$0.25/Mcfe, margin increased by $0.15–$0.20/Mcfe.

• Overlapping acreage enables longer laterals, pad optimization, and significant capital savings.

• PV-10 of synergies exceeds 30% of total transaction value.