RANGE RESOURCES CORPORATION
“Range” (NYSE:RRC) announced today that, in
connection with the anticipated merger of Range and Memorial
Resources Development Corp. (“Memorial”), Range has commenced
offers to Eligible Holders (as defined below) (collectively, the
“Eligible Holder Offers”) (1) to either (a) exchange any and all
outstanding 5.875% Senior Notes due 2022 issued by Memorial for up
to $600 million aggregate principal amount of new senior notes
issued by Range (the “Memorial Exchange Offer”) or (b) purchase for
cash any and all outstanding 5.875% Senior Notes due 2022 issued by
Memorial (the “Memorial Cash Tender Offer”), and (2) to exchange
any and all outstanding senior subordinated notes issued by Range
and listed in the table below for up to $1.85 billion aggregate
principal amount of new senior notes issued by Range (“Range
Exchange Offers”).
Range also announced a concurrent cash offer
(the “Concurrent Cash Tender Offer”) to those holders of Memorial’s
outstanding 5.875% Senior Notes due 2022 who are not Eligible
Holders (“Memorial Non-Eligible Holders”). With the exception
of eligibility for participation, the terms and conditions of the
Concurrent Cash Tender Offer and the Memorial Cash Tender Offer are
identical. For example, the Concurrent Cash Tender Offer will
offer to pay cash consideration to tendering Memorial Non-Eligible
Holders equal to that offered to Eligible Holders that tender in
the Memorial Cash Tender Offer. Eligible Holders may
participate only in the Eligible Holder Offers. Memorial
Non-Eligible Holders may participate only in the Concurrent Cash
Tender Offer. The Eligible Holder Offers and the Concurrent
Cash Tender Offer are referred to as the “Offers.”
The Eligible Holder Offers and the related
Consent Solicitations (as defined below) are being made pursuant to
the terms and subject to the conditions set forth in an Offering
Memorandum and Consent Solicitation Statement dated August 3, 2016
(the “Offering Memorandum and Consent Solicitation
Statement”). The Concurrent Cash Tender Offer and the related
Consent Solicitation are being made pursuant to the terms and
subject to the conditions set forth in a separate Offer to Purchase
and Consent Solicitation Statement dated August 3, 2016.
These offering materials for the Offers are referred to as the
“Offer Materials.”
Each series of newly issued Range senior notes
(collectively, the “New Notes”) will have an interest rate and
maturity date that is identical to the interest rate and maturity
date of the respective existing Memorial and Range notes
(collectively, the “Existing Notes”). The New Notes will be
senior unsecured obligations of Range and will rank equally in
right of payment with all other existing and future senior
unsecured indebtedness of Range.
The following table and related footnotes set
forth, among other things, the Early Tender Premium and Total
Exchange Consideration for the Existing Notes for which the New
Notes are being offered, and the Total Tender Consideration for
Existing Memorial Notes tendered for purchase in the Offers:
Issuer |
|
Title of Series
ofExisting Notes |
|
CUSIP /
ISIN |
|
Aggregate
PrincipalAmount Outstanding |
|
Offer Type |
|
Total Consideration
(1)(2)(3)(4) |
MemorialResourceDevelopmentCorp. |
|
5.875% SeniorNotes due 2022 |
|
58605QAB5 |
|
$ |
600,000,000 |
|
|
Exchange orCash
Tender(5) |
|
$1,000 principal amount ofNew Range
Senior Notesdue 2022 plus $12.50 in cash or$1,012.50 in
cash(5) |
|
|
|
|
|
|
|
|
|
|
|
RangeResourcesCorporation |
|
5.75%
Senior Sub.Notes due 2021 |
|
75281AAM1 |
|
$ |
500,000,000 |
|
|
Exchange |
|
$1,000 principal amount ofNew Range Senior
Notesdue 2021 |
|
|
|
|
|
|
|
|
|
|
|
RangeResourcesCorporation |
|
5.00%
Senior Sub.Notes due 2022 |
|
75281AAN9 |
|
$ |
600,000,000 |
|
|
Exchange |
|
$1,000 principal amount ofNew Range Senior
Notesdue 2022 |
|
|
|
|
|
|
|
|
|
|
|
RangeResourcesCorporation |
|
5.00%
Senior Sub.Notes due 2023 |
|
75281AAQ2,75281AAP4/U75295AC6 |
|
$ |
750,000,000 |
|
|
Exchange |
|
$1,000 principal amount ofNew Range Senior
Notesdue 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
(1) For each $1,000 principal amount of Existing Notes.(2) The
term Total Consideration means either the Total Exchange
Consideration or Total Tender Consideration, as applicable (each as
defined in the applicable Offer Materials).(3) Includes the Early
Tender Premium of $50 principal amount of New Notes (or in the case
of the Cash Tender Offer for the Existing Memorial Notes, $50 in
cash) which is payable only in respect of Existing Notes which are
tendered prior to the Early Tender Deadline.(4) Accrued and unpaid
interest to but not including the Settlement Date will be paid in
cash.(5) In the Concurrent Cash Tender Offer, cash consideration is
the only consideration that may be received by a Memorial
Non-Eligible Holder.
Eligible Holders of Existing Memorial Notes may
elect to participate in either the Memorial Exchange Offer or the
Memorial Cash Tender Offer, at their option. Failure to make
such an election will be deemed a tender in the Memorial Exchange
Offer.
The Offers and Consent Solicitations will expire
at 11:59 p.m., New York City time, on August 30, 2016 (“Expiration
Time”), unless extended or terminated. To be eligible to
receive the applicable Total Exchange Consideration or Total Cash
Consideration, which in either case includes the applicable Early
Tender Premium, holders of Existing Notes must validly tender their
Existing Notes at or prior to 5:00 p.m., New York City time, on
August 16, 2016 (“Early Tender Deadline”), unless extended.
Concurrently with the Offers, Range is also
soliciting consents from the holders of the Existing Notes (each a
“Consent Solicitation”) to amend the indentures governing the
Existing Notes to eliminate certain of the covenants, restrictive
provisions and events of default (collectively, the “Proposed
Amendments”) pursuant to the terms and subject to the conditions
set forth in the applicable Offer Materials. The consent of
the holders of a majority of the aggregate principal amount of the
applicable series of Existing Notes outstanding, acting together as
one class for that series, will be required in order to adopt the
Proposed Amendments to the existing indenture for that series.
Existing Notes that are not validly tendered or
that are validly tendered but validly withdrawn will remain
outstanding and will continue to be subject to their terms despite
the completion of the Offers and the related Consent Solicitations.
However, if any Offer and related Consent Solicitation is
consummated and the Proposed Amendments to the applicable existing
indenture are effected, such amendments will also apply to all
related Existing Notes not exchanged or purchased in such Offers
and Existing Notes will no longer have the benefit of the
protection of the covenants, restrictive provisions and events of
default eliminated by the applicable Proposed Amendments.
The New Notes have not been registered with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”), or any state or foreign
securities laws. The New Notes may not be offered or sold in
the United States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Only persons
who certify that they are (i) “qualified institutional buyers”
within the meaning of Rule 144A under the Securities Act or (ii)
not “U.S. persons” and are outside of the United States within the
meaning of Regulation S under the Securities Act, are authorized to
receive and review the Offering Memorandum and Consent Solicitation
Statement (such persons, “Eligible Holders”). The complete
terms and conditions of the Offers and the related Consent
Solicitations are described in the Offer Materials and related
letter of transmittal and consent, copies of which may be obtained
by contacting D.F. King & Co., Inc., the exchange agent/tender
agent and information agent in connection with the Offers and
Consent Solicitations, at (800) 967-5058 (U.S. toll-free) or (212)
269-5550 (banks and brokers) or by visiting www.dfking.com/rrc.
The Offers and related Consent Solicitations are
subject to the satisfaction of certain conditions, as described in
the applicable Offer Materials, including, among other things, the
consummation of the merger of Range and Memorial pursuant to the
Agreement and Plan of Merger, dated May 15, 2016. The
consummation of the merger is not conditioned upon the completion
of any of the Offers or Consent Solicitations.
Tenders of Existing Notes may not be withdrawn
after 5:00 p.m., New York City time, on August 16, 2016, unless
extended, except in certain limited circumstances as set forth in
the applicable Offer Materials. Holders of Existing Notes may
not deliver a consent in the applicable Consent Solicitation
without tendering Existing Notes in the applicable Offer. If
a holder of Existing Notes tenders Existing Notes in an Offer, that
noteholder will be deemed to deliver its consent, with respect to
the principal amount of such tendered Existing Notes, to the
applicable proposed amendments.
If you are a holder of Existing Notes and wish
to participate in an Offer for which you are eligible and your
Existing Notes are held by a custodial entity, such as a commercial
bank, broker, dealer, trust company or other nominee, you must
instruct that custodial entity to tender your Existing Notes on
your behalf pursuant to the procedures of that custodial entity.
Please ensure that you contact your custodial entity as soon
as possible to give them sufficient time to meet your requested
deadline. Beneficial owners are urged to appropriately
instruct their commercial bank, broker, custodian or other nominee
at least five business days prior to the Early Tender Deadline or
the Expiration Time, as applicable, in order to allow adequate
processing time for their instruction.
RANGE is a leading independent
oil and natural gas producer with operations focused in stacked-pay
projects in the Appalachian Basin. Range is headquartered in Fort
Worth, Texas.
MEMORIAL is an independent
natural gas and oil company engaged in the acquisition, exploration
and development of natural gas and oil properties in North
Louisiana. Memorial is headquartered in Houston, Texas.
Important Additional
Information
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication is being
made in respect of transactions related to the proposed merger
transaction involving Range and Memorial.
In connection with the merger, Range has filed
with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (333-211994) on
June 13, 2016, as amended, which has been declared
effective by the SEC and includes a joint proxy statement of Range
and Memorial and also constitutes a prospectus of Range. Each of
Range and Memorial also plan to file other relevant documents with
the SEC regarding the merger. No offering of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act. The definitive joint proxy
statement/prospectus(es) for Range and/or Memorial will be mailed
to shareholders of Range and/or Memorial, as applicable.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS
REGARDING THE MERGER, INVESTORS AND SECURITY HOLDERS OF RANGE
AND/OR MEMORIAL ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders may obtain free
copies of the joint proxy statement/prospectus, any amendments or
supplements thereto and other documents containing important
information about Range and Memorial, once such documents are filed
with the SEC, through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by Range
will be available free of charge on Range’s website at
http://www.rangeresources.com/ under the heading “Investors”
or by contacting Range’s Investor Relations Department by email at
lsando@rangeresources.com, damend@rangeresources.com,
mfreeman@rangeresources.com, or by phone at 817-869-4267.
Copies of the documents filed with the SEC by Memorial will be
available free of charge on Memorial’s website at
http://www.memorialrd.com under the heading “Investor
Relations” or by phone at 713-588-8339.
Participants in the Merger
Solicitation
Range, Memorial and certain of their respective
directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of Memorial is set forth
in its proxy statement for its 2016 annual meeting of shareholders,
which was filed with the SEC on April 1, 2016. Information
about the directors and executive officers of Range is set forth in
its proxy statement for its 2016 annual meeting of stockholders,
which was filed with the SEC on April 8, 2016. These documents
can be obtained free of charge from the sources indicated
above.
Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available. Investors should read the joint proxy
statement/prospectus carefully before making any voting or
investment decisions regarding the merger. Investors may obtain
free copies of these documents from Range or Memorial using the
sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain
“forward-looking statements” within the meaning of federal
securities laws, including within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
that are not limited to historical facts, but reflect Range’s
current beliefs, expectations or intentions regarding future
events. Words such as “may,” “will,” “could,” “should,” “expect,”
“plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” “pursue,” “target,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. The statements in this press release that are not
historical statements, including statements regarding the expected
timetable for completing the proposed transaction, benefits and
synergies of the proposed transaction, costs and other anticipated
financial impacts of the proposed transaction; the combined
company’s plans, objectives, future opportunities for the combined
company and products, future financial performance and operating
results and any other statements regarding Range’s and Memorial’s
future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are
not historical facts, are forward-looking statements within the
meaning of the federal securities laws. Furthermore, the
statements relating to the proposed transaction are subject to
numerous risks and uncertainties, many of which are beyond Range’s
or Memorial’s control, which could cause actual results to differ
materially from the results expressed or implied by the statements.
These risks and uncertainties include, but are not limited to:
failure to obtain the required votes of Range’s or Memorial’s
shareholders; the timing to consummate the proposed transaction;
satisfaction of the conditions to closing of the proposed
transaction may not be satisfied or that the closing of the
proposed transaction otherwise does not occur; the risk that a
regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Range and Memorial; the
effects of the business combination of Range and Memorial,
including the combined company’s future financial condition,
results of operations, strategy and plans; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; expected
synergies and other benefits from the proposed transaction and the
ability of Range to realize such synergies and other benefits;
expectations regarding regulatory approval of the transaction;
results of litigation, settlements and investigations; and actions
by third parties, including governmental agencies; changes in the
demand for or price of oil and/or natural gas can be significantly
impacted by weakness in the worldwide economy; consequences of
audits and investigations by government agencies and legislative
bodies and related publicity and potential adverse proceedings by
such agencies; compliance with environmental laws; changes in
government regulations and regulatory requirements, particularly
those related to oil and natural gas exploration; compliance with
laws related to income taxes and assumptions regarding the
generation of future taxable income; weather-related issues;
changes in capital spending by customers; delays or failures by
customers to make payments owed to us; impairment of oil and
natural gas properties; structural changes in the oil and natural
gas industry; and maintaining a highly skilled workforce. Range’s
and Memorial’s respective reports on Form 10-K for the year ended
December 31, 2015, Form 10-Q for the quarter ended March 31, 2016
and June 30, 2016, recent Current Reports on Form 8-K, and other
SEC filings, including the registration statement on Form S-4, as
amended, that includes a joint proxy statement of Range and
Memorial and constitutes a prospectus of Range, discuss some of the
important risk factors identified that may affect these factors and
Range’s and Memorial’s respective business, results of operations
and financial condition. Range and Memorial undertake no obligation
to revise or update publicly any forward-looking statements for any
reason. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
Investor Contacts:
Laith Sando
Vice President — Investor Relations
817-869-4267
lsando@rangeresources.com
David Amend
Investor Relations Manager
817-869-4266
damend@rangeresources.com
Michael Freeman
Senior Financial Analyst
817-869-4264
mfreeman@rangeresources.com
Media Contact:
Matt Pitzarella
Director of Corporate Communications
724-873-3224
mpitzarella@rangeresources.com
www.rangeresources.com
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