On August 3, 2016, Range Resources Corporation (“
Range
”) issued a press
release announcing that, in connection with the proposed business combination between Range and Memorial Resource Development Corp. (“
Memorial
”), Range has commenced offers to Eligible Holders (as defined in the offering materials)
(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 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 for up
to $1.85 billion aggregate principal amount of new senior notes issued by Range.
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. Eligible Holders may participate only in the 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
.”
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 applicable 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.
Concurrently with the Offers, Range is also soliciting consents from the holders of the Existing Notes 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 offering materials for the
Offers. 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 those 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 Offers and related consent solicitations are subject
to the satisfaction of certain conditions, as described in the offering materials for the Offers, including, among other things, the consummation of the merger (the “
Merger
”) provided for in the Agreement and Plan of Merger, dated
May 15, 2016, by and among Memorial, Range and Medina Merger Sub, Inc., a wholly owned subsidiary of Range. The consummation of the Merger is not conditioned upon the completion of any of the Offers or consent solicitations.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information
This Current
Report on Form 8-K (“Form 8-K”) 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 Form 8-K 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 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.