Antero Resources Corporation (AR) Earnings Call Transcript & Summary

Greetings, and welcome to Infinity Natural Resources acquisition of Antero's Ohio Utica Shale assets. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, David Sproule. Thank you. You may begin.

Thank you, operator, and good morning. Thank you for joining us today for this special conference call to discuss our acquisition of the Ohio Utica assets from Antero Resources and Antero Midstream. Joining me today on the call is Zack Arnold, President and CEO. We have also posted a presentation to our website to accompany our remarks today. Before we get started, I will remind everyone that the remarks on this call reflect the financial and operational outlook as of today, December 8, 2025. I'd like to remind you that today's call may contain forward-looking statements. All statements that are not historical facts are forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control that could cause actual results to materially differ from these forward-looking statements. Please review our press release and the risk factors discussed in our SEC filings. We will also be referring to certain non-GAAP financial measures. Please refer to our press release and investor presentation for report disclosures regarding such measures, including definitions and reconciliations to the most comparable GAAP financial measures. Now over to Zack.

Thank you, David, and thank you for joining the call today. We are extremely excited to announce Infinity's transformational and accretive acquisition of Antero Resources and Antero Midstream's assets in the Ohio Utica. During our IPO process, less than 1 year ago, we talked extensively about how complementing our high-growth, high-return asset base with accretive bolt-on acquisitions would be core to our strategy. Today, we are delivering on that promise. With this acquisition, we are taking the first significant step in this important part of our journey as a public company. Let me share the transaction structure and financing details upfront. Total consideration being paid for the assets is $1.2 billion, and we have strategically partnered with Northern Oil and Gas on this transaction. More specifically, Infinity will acquire a 51% interest in the assets for $612 million and Northern will acquire the remaining 49% for $588 million. We expect the transaction to close in Q1 2026 and plan to fund it with cash on hand and borrowings under an expanded $875 million credit facility. Most importantly, we are not issuing any equity to pay for our stake. Now turning to the strategic rationale. Put simply, we are confident that the combination of Infinity and Antero's Ohio Utica upstream and midstream assets is poised to deliver shareholder value, both in the near and long term. This transaction represents a truly unique opportunity in Ohio for Infinity for 3 main reasons. First, the asset is highly complementary to our existing operational footprint with approximately 71,000 net acres located adjacent to our core position in Guernsey County, Ohio. Second, these assets provide a high-quality inventory across multiple phase windows from volatile oil to dry gas. And third, and a factor that is particularly differentiating is that by also acquiring a strategically important midstream system we are optimizing our ability to control costs and development timing while simultaneously driving operational efficiencies and delivering high return, disciplined growth over the years to come. Let me provide some additional details. From an operational perspective, these assets truly fit hand in glove creating significant scale and synergies that are substantially enhanced our already best-in-class capital efficiency among our Appalachian peers. Combined with our existing Ohio Utica position, the acquisition creates a pro forma position of approximately 102,000 Ohio net horizontal Utica Shale acres with approximately 1.4 Tcfe of undeveloped net reserves in Ohio and a total of 3.2 Tcfe reserves for the company. The acquired assets include approximately 71,000 net acres in the core of the Ohio Utica Shale concentrated in Guernsey, Monroe, Noble, Belmont and Harrison Counties, providing development opportunities across volatile oil, rich gas and dry gas windows. These assets produced approximately 133 Mcfe per day during Q3 2025 from 255 producing laterals. With 111 undeveloped laterals totaling 1.6 million lateral feet with 764 Bcf of net undeveloped reserves to INR. This acquisition is not merely about scaling up. It's about enhancing the quality and depth of our portfolio. The acquired inventory provides more than $1.1 billion of capital projects with a discounted return on investment or DROI greater than 2x. Additionally, the midstream system we are acquiring spans over 140 miles and is capable of gathering volumes in excess of 600 million cubic feet of gas per day. The midstream system has an estimated replacement value in excess of $500 million. We expect Antero's assets to seamlessly integrate into our existing operations competing effectively for capital within our portfolio immediately. We're tremendously excited to execute on this opportunity, and it is immediately accretive to key financial metrics, including adjusted EBITDA margins, cash flow per share and net asset value per share. The anticipated strong free cash flow generation creates a path to a net leverage ratio that is at or below 1x by year-end 2027. Post closing, Infinity expects to increase its operated rig count to 2 rigs. This enhanced drilling program is designed to deliver leading production growth in 2026 while maintaining a continued focus on high return, low breakeven locations, optimizing development across Infinity's combined portfolio and achieving enhanced capital efficiency through operational synergies. We expect to deliver $25 million of synergies in 2026 alone. The contiguous nature of the acquired acreage enables optimized development planning, shared infrastructure utilization and operational cost reductions. Other opportunities include longer laterals through the highly contiguous acreage, shared facilities, shorter rig and frac crew moves, reduced operating costs through the acquired midstream infrastructure and enhanced control over product, transportation and pricing through RexZone3 marketing contract. We're also excited about the significant opportunities to enhance the acquired assets by leveraging our technical expertise, operating capabilities and regional know-how. As we execute this transformational acquisition, it's important to note that it builds upon an already exceptional 2025 performance. Through the first 9 months of the year, we delivered more than 30% production growth while executing our nearly evenly split oil and natural gas drilling program. This strong operational momentum demonstrates the unique optionality that our strategic positioning provides across the Appalachian Basin. With our proven ability to optimize development across both our Ohio Utica oil properties and Pennsylvania Marcellus natural gas assets. We're tremendously excited about expanding our Ohio Utica position through this acquisition and complementing it with our high-quality Pennsylvania Marcellus and deep dry gas assets. The combination of our proven execution capabilities across both areas, enhanced by this accretive acquisition positions Infinity to deliver sustained growth and exceptional returns across our diversified Appalachian portfolio in any commodity environment. We look forward to updating you on our integration progress and the value creation opportunities ahead. Operator, over to you for Q&A.

[Operator Instructions] First question comes from Michael Scialla with Stephens.

Congrats on the deal. I wanted to see if you could talk about the development plans for the new assets. Will you stay focused initially on the volatile oil window? Or do you have plans to develop the gas assets as well?

Thanks. That's a great question. We're going to -- we'll talk a lot more about our 2026 development plan later. But I think as you sit here today and think about how we approach this asset, there are some locations that are currently being developed that are closer to that volatile oil window, and we'll begin to work with the assets and the regulatory process to permit wells across the entire position. So it's difficult for me to steer you to exactly how we'll allocate capital across the phase windows immediately, but we see a great amount of value and ability to drill some of those gassier projects early in the development life.

Great. And I wanted to ask on midstream assets with the throughput capacity there of 600 million a day. Was that just overbuilt? And you mentioned in your slide deck some attractive third-party gathering opportunity. Can you provide a little bit more detail on what that looks like?

Sure, sure. So if you go back and -- and Michael, this is David. If you go back and you look at Antero's history with this asset, you'll see them that they had ramped up production and then had slowed production for whatever reason that they decide to do that. So the system was built to move as much volumes as they were doing in the past. But I think as you look to the future here, to answer your kind of both the questions, we intend to utilize that system quite robustly. We will be -- we intend to be highly active on the development across all phase windows in earnest. I think the other thing that it brings, given that it's 140 to 141 miles of gathering lines as it brings a unique opportunity to bring in other volumes associated with nonoperated or third-party gas volumes. And you can see that as it lays out just the regional expansion and the strategic nature of it. The other side of it is, it's also got a 90 miles of water systems in there water lines that allow us to complement our ongoing and accelerated development options. So we're really excited about that. It gives us an extremely competitive advantage and controls our midstream aspect, controlling costs, controlling operational time lines. It is a key asset for us, both near and extended terms.

Another point to share with you when you think about third-party volumes in Ohio with the statutory unitization process, in many of the units we develop, we will have working interest partners other than us in NOG in those units, which will provide some cash generation from the gathering of those molecules.

Our next question comes from Tim Rezvan with KeyBanc Capital Markets.

I want to follow up a little bit on Mike's question on the inventory number. You mentioned you're across the different phase windows. Should we think about this inventory as roughly split kind of going from the liquids-rich gas to the dry gas area? I'm just curious if you can provide any context on inventory in the different phase windows.

I would say that we can -- we'll look at providing additional information around that. I think where we are today, there's about 60 to 80 locations that are gas weighted on this. So while it does cover all 3 windows, it does have a weighting towards more dry gas windows than the volatile oil windows. What's exciting for us is, if you look at the map and you see the -- some people talk about it being in relative proximity. This is literally adjacent. You step off our line, you're on to theirs. And where we bring a lot of extensions and capacity and inventory out of volatile oil window, this accentuates that, it elongates that and then complements it both from additional inventory in that volatile oil window, but then provides rich gas and extensive dry gas inventory base as well there.

Okay. Okay. That's helpful context. And then maybe this is for you as a follow-up, David. Can you talk about how you landed on that, that 51% working interest? Was there sort of an upper end year to your willingness to lean on the credit facility. Just kind of curious how you ended at that working interest.

Yes. And sorry for the noise in the background, there's some construction going on outside. But I think for us, we looked at managing and maintaining the strength of our balance sheet. As you look out into the future, we anticipate that balance sheet coming back down relatively quickly to our target leverage of being under 1. I think from our standpoint, maintaining a healthy balance sheet and with your development allows you to not only exploit the asset that you're acquiring, but also lets you lean in and capture additional opportunities that become available. And so we're cognizant of both the near-term transactions as well as the future transaction, future development that we have.

Our next question comes from Kalei Akamine with Bank of America.

I guess what stands out to me on this deal is the runway on the midstream FT at 600 million cubic feet per day. It looks like a solid fit with your growth strategy. So my question is, how is that FT being used today? As you guys grow, are you going to back out marketing volumes and therefore, third-party revenues?

So say that again, Kalei. I just want to...

So this piece comes with 600 million cubic feet of FTE on the REX pipeline. My question is, how is that FTE being used today? Is it being leased out to other parties in the region? And if other parties are using it, then there's already volumes on it, and therefore, it's generating third-party revenues. So my question is, as you guys grow, will those third-party revenues on the FT piece fall?

Yes. I think -- so first and foremost, we're acquiring 300 million a day of FT with this. That's our RexZone3 contract. One of the interesting things about this contract is our ability to utilize it not only for the volumes that we're moving that we're acquiring, but also for the volumes that we have that we push into the Seneca plant in Eastern Ohio. So there's a considerable amount of synergistic aspects there of high-grading that. As we look to accelerate development here on the target asset, we are highly confident of our ability to step into additional FT as we need it, but do not anticipate needing that for the near-term horizon. So again, this transaction came with a significant FT that we're able to utilize. Moreover, it is a very attractive contract that we have a RexZone3 contract that provides a material uplift for us. And so we were excited to grab that contract, again, to leverage not only the volumes and the development of the asset that we're acquiring, but also our legacy assets that are in Guernsey County, Ohio.

Kalei, maybe just to clarify a point for you to separate the 2. David described the REX FT. That contract associated with that premium pricing on those molecules. The system has a physical capability of moving 600 million cubic feet a day. So those are sort of 2 separate statistics. One is the pipe capacity and the size of our -- of the midstream position that we bought. And then the second is the FT contract.

That makes sense. My apologies. For my second question, I want to ask about inventory depth. So here, you called out 110 undrilled locations. Is there any upside to this number from perhaps exploring deeper zones or other zones in the area? I know some folks are testing the Marcellus. Do you guys have any intention of doing that?

So first and foremost, we bought this -- bought about 111 locations. It's about 1.6 million lateral feet. So when you kind of adjust it, again, not all -- not everybody's inventory is created equal, and ours is consistently longer than our peers, broadly speaking. So in this scenario, the 111 would reflect kind of 164 adjusted lateral locations. Those are all just the Utica laterals. We underwrote this associated with that development, but are cognizant that there could be additional opportunities in shallower zones. The other thing I'd point to you, Kalei, is the slide that we had in the deck, it's Slide 8. And I think this one really goes to show you that we have one of the interesting and exciting aspects of Infinity. If you look at what we bought, those would be that sort of pinkish orange-ish color that we have acquired. And when you look at that chart, we acquired over $1.1 billion worth of development opportunities that generate over 2x discounted return on investment. That is extremely rare and extremely exciting for our company.

It's a good deal, guys. Thank you.

Our next question comes from Nicholas Pope with ROTH Capital Partners.

Curious, you kind of talked a lot on the production side on an 8/8 basis. Curious what the royalty rate is running up there because I assume that's not part of these -- the numbers provided. And also, is Northern also 49% of the acquisition on the midstream asset. Just clarifying some stuff.

Yes. So typical royalties in Ohio range from 18% to 20% depending upon where you are, et cetera, et cetera. And then your second question asked with regards to the midstream, yes, Northern is 49% of both the upstream and the midstream assets that we acquired.

Our next question comes from Neal Dingmann with William Blair.

My first question is just really looking at what I'd call sort of the pro forma CapEx specifically, could you talk about -- David, you laid out nicely just the perspective for the midstream, how that fits in well. So when you look at '26 plans, I know you don't have fully guide out there yet. How much will you all have to allocate just in broad strokes, sort of upstream versus midstream when you think about that working together?

I think more near term, one of the unique things about the system being as expansive as it is, is the limited need to expanded further for near-term development. So we do not anticipate a significant stat with regards to that system in 2026. I think that Zack kind of noted, we will provide additional color in the first quarter with regards to our 2026 guidance, but we anticipate being extremely active on the development of this area of Ohio.

But I think what David was saying is spot on in which this midstream system because of it's the way they've been built out historically, we get to lever for a ton of development. So when you think about what midstream capital is going to be, I don't want to say there's none because that's not going to be the truth, but it's going to be -- the capital allocation to the upstream is going to far outweigh the midstream, while we're able to lever the existing water pipe and compression infrastructure that Antero invested in historically.

Exactly. That's what I was getting at, Zack. It feels like they've already spent a lot of money there. That's exactly where I was going. Does it appear like you all have to spend a ton on this to have the growth that you want.

That's exactly right.

Got it. And then just a second one, just looking at that sort of thinking about future production growth, does this deal change how you all think about kind of what you'll target, meaning sort of liquids or dry gas, you're fortunate to have the ability to sort of target what you like and how to go about it. Does this deal sort of change anyway what you'll kind of what you'll be targeting in the future growth?

I think one of the things that we liked about this deal is the complementary aspects of all phases of our development, right? It has volatile oil, has rich gas and has dry gas assets. We -- historically, and this is no different than any time going forward, we'll start the year with more of a balanced approach and then we might skew one way or the other. We are cognizant of the fact that natural gas returns look a little bit more elevated than our oil-weighted returns in the current commodity environment. And so we shall look to skew that development accordingly. As you think about our overall growth, we talked about adding -- maintaining a second rig at closing. And so you should anticipate that to manifest into the 2026 development that we embark upon. And so as a result of all of that, we expect to have to maintain our industry-leading growth profile, developing these assets out of cash flow.

[Operator Instructions] Our next question comes from Noel Parks with Tuohy Brothers.

Just one thing I was wondering, is the acquired acreage all HBP from pit production?

That's a great question. So a large percentage of the acquired acreage is HBP, and we see additional opportunities in which we can go out and organically lease to continue to augment this position.

It is not a material part of the acreage that we got that is non-HBP and candidly, we do not anticipate any of those acres expiring on us with our development.

Okay. Great. And you were asked a little earlier about alternate horizons in the plan and emphasized that it was underwritten -- the deal was underwritten just on the Utica. Is there -- and you also talked about lateral length. Are there any spacing adjustments that you might make as far as density. I'm just wondering if you sort of philosophically were well aligned with how Antero had developed the assets to date or whether you had any differences there?

That's a great question. And I think it's the spacing question, the alternate horizon questions, I think all of these are really interesting. When we step back and kind of look at this deal, feel like we bought 3 things all at the same time. We bought a really great production base. It's low decline. Will let us continue to build our development on top of that. I think we've got that at an attractive multiple. We get the midstream at an attractive multiple, and we have this undeveloped inventory that we're really excited about, and we underwrote that inventory very conservatively. So working with Northern, making sure they understood our development approach we have underwritten fewer laterals than what we may, at some point, decide to drill on the assets as we would -- at certain commodity prices, we may choose to drill some wells at tighter spacing. But historically, it's been our view that spacing them appropriately yields better economic results. That's the case that we've underwritten. But our team always identifies ways to add on additional lateral length, additional laterals to the flanks of the units that we drill, and we'll be watching very closely the development of the Marcellus near our Eastern acreage in this position.

Michael, are you there, you're live with our speakers.

Sorry. Yes, I just want to follow up. You mentioned the RexZone3 FT and the improvement in price realization. Just wanted to see if you could quantify that in any way.

Yes. It just depends on the time of month or I should say the month of the year. But on average, it would be somewhere between $0.15 and $0.20.

Okay. Great. And then looking at Slide 7, you show a 4-year outlook there on the midstream assets or the gathering assets, 33% compounded annual growth rate. Is that based on your activity alone? Or does that include some third party? And can you talk about the general assumptions that underpin that forecast?

Yes. Michael, that is all of our development that we're talking about there.

And is that just assuming the 1 rig on the Antero assets? Or does that have some...

No, as part of the excitement of this asset is the nature of the wells allow you to gain significant growth in cash flow just on a 1 rig program. Would we accelerate that further? Yes. It's something that we evaluate, but what you see there is a 1 rig development cadence.

We have reached the end of the question-and-answer session. I'd now like to turn the call back over to Zachary Arnold for closing comments.

Thank you. We are excited about these assets. Thank you for joining us today, and we look forward to continued success together.

This concludes today's conference. You may disconnect your lines at this time, and we thank you for your participation.