Infinity Natural Resources Increases Stake in Transformational Antero Ohio Utica Acquisition with $350 Million Strategic Equity Investment from Leading Energy-Focused Investors
Infinity Natural Resources, Inc. (“Infinity” or the a growth-oriented, independent energy company operating in the Appalachian Basin, today announced a significant strategic transaction that enhances its operational footprint and financial flexibility. The Company has agreed to increase its interest in the $1.2 billion Antero Ohio Utica Shale Acquisition from 51% to 60%, pursuant to an agreement with Northern Oil and Gas, Inc. This increase in ownership is facilitated by a $350 million strategic equity investment (the “Investment”) from renowned energy-focused private capital investors Quantum Capital Group (“Quantum”) and Carnelian Energy Capital Management (“Carnelian”).
The Investment will be made through the purchase of Series A Convertible Preferred Stock (“Preferred Stock”), a structure that not only provides Infinity with immediate liquidity and balance sheet flexibility but also aligns investor interests with long-term equity appreciation. By using a portion of the proceeds from the Investment, Infinity will reduce its pro forma leverage and strengthen its financial position, ensuring the Company is well-positioned to accelerate the development of its extensive drilling inventory and pursue additional strategic consolidation opportunities across the Appalachian Basin.
The proposed Antero Ohio acquisition represents one of the most transformational consolidation opportunities in the Utica Shale in recent years. Infinity’s increase in ownership from 51% to 60% underscores its commitment to becoming a leading consolidator in one of North America’s most productive unconventional basins. The Company anticipates that the Antero Ohio acquisition will close by the end of the first quarter of 2026, subject to customary closing conditions.
Strategic Benefits of the Investment
The structure of the Preferred Stock is designed to provide both Infinity and its investors with strategic flexibility. The convertible nature of the Preferred Stock allows holders to convert into Infinity’s Class A common stock at a conversion price representing a 30% premium over the five-day volume-weighted average price prior to the signing of the investment agreements. This feature ensures alignment with long-term equity value creation while enabling the Company to maintain a conservative capital structure.
The proceeds from the Investment will be allocated to multiple strategic purposes. Beyond funding the increased participation in the Antero Ohio acquisition, Infinity plans to use the capital for general corporate purposes, including the repayment of borrowings under the Company’s senior secured revolving credit facility. The combined effect of the investment is a strengthened balance sheet, reduced leverage, enhanced liquidity, and the flexibility to pursue additional accretive growth opportunities within the Appalachian Basin.
Zack Arnold, President and Chief Executive Officer of Infinity, commented on the Investment:
Quantum and Carnelian bring deep energy sector expertise and a proven track record of partnering with management teams to drive operational excellence and strategic growth. Their investment further validates our strategic direction while allowing us to increase our participation in the Antero Ohio acquisition and maintain a conservative capital structure. The transaction furthers our financial flexibility to pursue additional accretive growth opportunities. We are excited to have Matt Kelly from Carnelian join the Board at closing.”
The partnership with Quantum and Carnelian underscores Infinity’s strong relationships within the energy investment community and demonstrates investor confidence in the Company’s management team, operational capabilities, and strategic execution in the Appalachian Basin.
Investor Perspectives
Quantum Capital Group, founded in 1998, has a long-standing reputation as a leading provider of private equity, credit, and venture capital to the global energy and energy transition sectors. Together with its affiliates, Quantum has managed more than $33 billion in equity commitments since its inception. Rob Anderson, Managing Director at Quantum, emphasized the strategic importance of this partnership:
Infinity’s strong operational execution and successful organic drilling program demonstrate management’s ability to create significant stakeholder value in the Appalachian Basin. We are excited to partner with Infinity as a strategic investor and to support its transformational Antero Ohio acquisition and continued growth trajectory.”
Carnelian Energy Capital Management, headquartered in Houston, Texas, is another prominent energy-focused investment firm with approximately $4.6 billion of cumulative equity commitments. Carnelian has established a reputation for partnering with leading businesses and high-performing management teams to execute strategic growth strategies. Matt Kelly, Managing Director at Carnelian, highlighted the rationale behind the investment:
The combination of Infinity’s operational excellence and the strategic scale provided by the Antero Ohio acquisition positions the company as a leading consolidator in one of North America’s premier unconventional basins. This investment aligns with our focus on partnering with best-in-class management teams executing accretive growth strategies.”
The inclusion of Matt Kelly on Infinity’s Board at closing is expected to bring additional strategic insight and governance expertise to support the Company’s operational execution and growth initiatives.
Key Terms of the Series A Convertible Preferred Stock
The Investment is structured through the issuance of $350 million in Series A Convertible Preferred Stock, with Quantum purchasing $275 million and Carnelian $75 million. The key terms include:
- Dividend Rate: 8.00% per annum, paid quarterly, for the first five years, increasing to 12.00% thereafter, with the option to pay in cash or in kind for the first two years as an increase to the liquidation preference.
- Conversion Option: Holders may convert the Preferred Stock into Class A common stock at a price of $21.39 per share, representing a 30% premium over the five-day volume-weighted average price prior to the signing.
- Company Conversion Right: After three years, Infinity may convert the Preferred Stock if the closing price of the Class A common stock exceeds 140% of the conversion price for a defined period.
- Redemption Option: After five years, Infinity may redeem the Preferred Stock at a price yielding an internal rate of return of 15% per annum.
- Voting Rights: On an as-converted basis, the Preferred Stock represents approximately 20.5% of Infinity’s voting power, generally voting with Class A common stock.
- Protective Provisions: Holders have minority consent rights and anti-dilution protections to safeguard their investment.
The terms of the Preferred Stock are designed to align the interests of investors with long-term value creation for all stakeholders while providing Infinity with the flexibility to execute its strategic plans. The closing of the Investment is expected to occur substantially simultaneously with the closing of the Antero Ohio acquisition, subject to customary closing conditions. BofA Securities is acting as sole placement agent to the Company in connection with the Investment.
Regulatory Considerations
The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Consequently, the securities may not be offered or sold in the United States absent registration or an applicable exemption from registration. Infinity has committed to filing a registration statement with the U.S. Securities and Exchange Commission (“SEC”) to register the resale of shares of Class A common stock issuable upon conversion of the Preferred Stock.
The press release emphasizes that this communication does not constitute an offer to sell, or solicitation to buy, any securities and that any offering under the resale registration statement will only be made through a prospectus.
About Infinity Natural Resources
Infinity Natural Resources is a growth-oriented, free cash flow-generating, independent energy company with operations focused on the acquisition, development, and production of hydrocarbons in the Appalachian Basin. The Company’s assets include interests in the Utica Shale in eastern Ohio and stacked dry gas assets in both the Marcellus and Utica Shales in southwestern Pennsylvania. With a disciplined approach to capital allocation and operational execution, Infinity is positioned to capture significant value through strategic acquisitions, organic growth, and operational excellence.
About Quantum Capital Group
Quantum Capital Group, founded in 1998, is a leading provider of private equity, credit, and venture capital in the energy sector, managing over $33 billion in equity commitments. The firm focuses on strategic investments in energy and energy transition companies globally, partnering with management teams to drive long-term value creation.
About Carnelian Energy Capital Management, L.P.
Carnelian Energy Capital Management is an energy investment firm based in Houston, Texas, with approximately $4.6 billion of cumulative equity commitments. The firm partners with high-performing management teams to execute accretive growth strategies across the North American energy sector. Carnelian’s approach combines strategic insight, operational expertise, and financial discipline to support portfolio companies in achieving sustainable growth and value creation.
