RANGE RESOURCES CORPORATION
(“RANGE”) (NYSE:RRC) today announced that it has
extended its previously announced exchange offers for certain of
Range’s and Memorial Resource Development Corp.’s (“Memorial”)
notes listed in the table below and the cash tender offers for
Memorial’s notes listed below (collectively, the “Offers”), in
order to coincide with the expected closing of Range’s acquisition
of Memorial. Accordingly, the Offers will expire at 6:00
a.m. New York City time, on September 16, 2016 (the
“Expiration Time”). All other applicable terms and conditions of
the Offers remain unchanged.
As of 5:00 p.m. New York City time, August
30, 2016, the results of the Offers and the related consent
solicitations are as follows:
Issuer |
Title of Series of
Existing Notes |
CUSIP /
ISIN |
Aggregate
Principal Amount Outstanding |
Principal Amount of Existing Notes
Validly Tendered (and not validly withdrawn) |
Approximate Percentage of Existing
Notes Validly Tendered |
Memorial Resource Development
Corp. |
5.875% Senior Notes due
2022 |
58605QAB5 |
$ |
600,000,000 |
|
For
Exchange: $329,244,000 For Cash: $269,666,000 |
For
Exchange: 54.87% For Cash: 44.94% |
|
|
|
|
|
|
Range Resources Corporation |
5.75% Senior Sub.Notes due
2021 |
75281AAM1 |
$ |
500,000,000 |
|
$ |
441,473,000 |
|
|
88.29 |
% |
|
|
|
|
|
|
Range Resources Corporation |
5.00% Senior Sub.Notes due
2022 |
75281AAN9 |
$ |
600,000,000 |
|
$ |
563,997,000 |
|
|
94.00 |
% |
|
|
|
|
|
|
Range Resources Corporation |
5.00% Senior Sub.Notes due
2023 |
75281AAQ2,75281AAP4
/U75295AC6 |
$ |
750,000,000 |
|
$ |
737,668,000 |
|
|
98.36 |
% |
|
|
|
|
|
|
|
TOTAL |
|
|
$ |
2,450,000,000 |
|
$ |
2,342,048,000 |
|
|
95.59 |
% |
Since the deadline for holders to validly
withdraw tendered notes and validly revoke their consents expired
at 5:00 p.m. New York City time, on August 16, 2016, any additional
notes tendered and consents delivered may not be validly withdrawn
or revoked, except as required by law. In addition, because
the early tender deadline has expired at 5:00 p.m. New York City
time, on August 16, 2016 (the “Early Tender Deadline”), the
previously announced exchange and payment terms relating to periods
after the Early Tender Deadline are now in effect until the
Expiration Time.
The new Range notes to be issued in the Offers
(the “New Notes”) have not been registered with the SEC 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 dated August 3, 2016. The complete terms and
conditions of the Offers and the related consent solicitations are
described in the Offering Memorandum and Consent Solicitation
Statement dated August 3, 2016, an Offer to Purchase and Consent
Solicitation Statement dated August 3, 2016, and the related
letters of transmittal and consents, 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 related consent solicitations, at (800) 967-5058 (U.S.
toll-free) or (212) 269-5550 (banks and brokers) or by visiting
www.dfking.com/rrc.
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 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.
Range 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
Josh Stevens, Financial Analyst
817-869-1564
jrstevens@rangeresources.com
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