RANGE RESOURCES CORPORATION (NYSE: RRC) (“Range”
or the “Company”) announced today the commencement of cash tender
offers (the “Tender Offers”) to purchase up to $400 million
aggregate principal amount (the “Aggregate Maximum Tender Amount”)
of its outstanding 5.750% senior notes due 2021 (the “2021 Senior
Notes”), 5.750% senior subordinated notes due 2021 (the “2021
Subordinated Notes”), 5.875% senior notes due 2022 (the “5.875%
2022 Senior Notes”), 5.000% senior notes due 2022 (the “5.000% 2022
Senior Notes”), 5.000% senior subordinated notes due 2022 (the
“2022 Subordinated Notes”) and 5.000% senior notes due 2023 (the
“2023 Senior Notes” and, together with the 2021 Senior Notes, the
2021 Subordinated Notes, the 5.875% 2022 Senior Notes, the 5.000%
2022 Senior Notes, and the 2022 Subordinated Notes, collectively,
the “Notes”) in the priorities set forth in the table below.
The following table sets forth certain terms of
the Tender Offers:
|
|
|
|
|
Dollars per $1,000 Principal Amount of Notes |
Title of Notes |
CUSIP Numbers / ISIN |
Aggregate Principal Amount Outstanding(1) |
Tender Caps |
Acceptance Priority Level |
Tender Offer Consideration(2) |
Early Tender Premium |
Total Consideration(2)(3) |
5.750% Senior Notes due 2021 |
75281AAW9/US75281AAW99 |
$ |
37,570,000 |
N/A |
1 |
$ |
960.00 |
$ |
50.00 |
$ |
1,010.00 |
5.750% Senior
Subordinated Notes due 2021 |
75281AAM1 |
$ |
21,105,000 |
N/A |
2 |
$ |
935.00 |
$ |
50.00 |
$ |
985.00 |
5.875% Senior Notes
due 2022 |
75281AAU3/US75281AAU34 |
$ |
113,583,000 |
N/A |
3 |
$ |
971.25 |
$ |
50.00 |
$ |
1,021.25 |
5.000% Senior Notes
due 2022 |
75281AAY5/US75281AAY55 |
$ |
460,625,000 |
N/A |
4 |
$ |
962.50 |
$ |
50.00 |
$ |
1,012.50 |
5.000% Senior
Subordinated Notes due 2022 |
75281AAN9 |
$ |
18,019,000 |
N/A |
5 |
$ |
900.00 |
$ |
50.00 |
$ |
950.00 |
5.000% Senior Notes due 2023 |
75281AAZ2 75281ABA6 |
$ |
654,672,000 |
$ |
125,000,000 |
6 |
$ |
950.00 |
$ |
50.00 |
$ |
1,000.00 |
_________________________(1) As of the date of the Offer to
Purchase.(2) Holders will also receive accrued and unpaid interest
from the applicable last interest payment with respect to the Notes
accepted for purchase to, but not including, the Early Settlement
Date (as defined below) or the Final Settlement Date (as defined
below), as applicable.(3) Includes the Early Tender Premium.
The terms and conditions of the Tender Offers
are described in an Offer to Purchase, dated August 18, 2020 (the
“Offer to Purchase”). Range intends to fund the Tender
Offers, including accrued interest and fees and expenses payable in
connection with the Tender Offers, with the net proceeds of its
separately announced proposed offering of debt securities (the
“Debt Financing”), together with, if necessary, borrowings from its
bank credit facility or cash on hand.
Holders of Notes that are validly tendered (and
not validly withdrawn) at or prior to 5:00 p.m., New York City
time, on August 31, 2020 (such date and time, as it may be
extended, the “Early Tender Date”) and accepted for purchase
pursuant to the Tender Offers will receive the applicable Total
Consideration set forth in the table above, which includes an early
tender premium of $50.00 per $1,000 principal amount of the Notes
accepted for purchase (the “Early Tender Premium”). Holders of
Notes tendering their Notes after the Early Tender Date will only
be eligible to receive the applicable Tender Offer Consideration
for such series of Notes set forth in the table above, which is the
applicable Total Consideration minus the Early Tender Premium.
In addition to the Tender Offer Consideration or
the Total Consideration, as applicable, all holders of Notes
accepted for purchase will receive accrued and unpaid interest from
and including the last interest payment date applicable to the
relevant series of Notes up to, but not including, the applicable
Settlement Date (as defined below) for such Notes.
Tendered Notes may be withdrawn at any time
prior to 5:00 p.m., New York City time, on August 31, 2020 (the
“Withdrawal Date”) and may not be validly withdrawn thereafter
except as provided in the Offer to Purchase or applicable law.
The Tender Offers will expire at Midnight, New
York City time, at the end of September 15, 2020, unless extended
by Range in its sole discretion (the “Expiration Date”).
Provided that the conditions to the applicable
Tender Offer have been satisfied or waived, and assuming acceptance
for purchase by Range of the Notes validly tendered pursuant to the
Tender Offers, (i) payment for Notes validly tendered at or prior
to the Early Tender Date and accepted for purchase in the Tender
Offers will be made on the settlement date that is expected to be
the second business day following the Early Tender Date, or as
promptly as practicable thereafter (the “Early Settlement Date”)
and (ii) payment for any Notes validly tendered after the Early
Tender Date, but at or prior to the Expiration Date, and accepted
for purchase in the Tender Offers will be made on the settlement
date that is expected to be the second business day following the
Expiration Date (the “Final Settlement Date” and, together with the
related Early Settlement Date, the “Settlement Dates”).
Subject to the Aggregate Maximum Tender Amount,
the Tender Cap (as defined below) and proration, the Notes accepted
for payment on any Settlement Date will be accepted in accordance
with their Acceptance Priority Levels set forth in the table above,
with 1 being the highest Acceptance Priority Level and 6 being the
lowest Acceptance Priority Level; provided that Notes tendered at
or prior to the Early Tender Date will be accepted for purchase
with priority over Notes tendered after the Early Tender Date, even
if such Notes tendered after the Early Tender Date have a higher
Acceptance Priority Level. In addition, no more than $125,000,000
aggregate principal amount of the 2023 Senior Notes (the “Tender
Cap”, as it may be increased by the Company) will be purchased in
the Tender Offers.
Acceptance for tenders of any Notes may be
subject to proration if the aggregate principal amount for any
series of Notes validly tendered and not validly withdrawn would
cause the Aggregate Maximum Tender Amount to be exceeded.
Acceptance for tenders of the 2023 Senior Notes may also be subject
to proration if the aggregate principal amount of the 2023 Senior
Notes validly tendered and not validly withdrawn is greater than
the Tender Cap. Furthermore, if the Tender Offers are fully
subscribed as of the Early Tender Date, holders who validly tender
Notes after the Early Tender Date will not have any of such Notes
accepted for purchase. If the principal amount of the 2023 Senior
Notes validly tendered at or prior to the Early Tender Date exceeds
the Tender Cap, the Company will not accept for purchase any 2023
Senior Notes tendered after the Early Tender Date.
The Company reserves the right, but is under no
obligation, to increase the Aggregate Maximum Tender Amount and/or
the Tender Cap at any time, subject to compliance with applicable
law, which could result in the Company purchasing a greater
aggregate principal amount of Notes in the Tender Offers.
There can be no assurance that the Company will exercise its right
to increase the Aggregate Maximum Tender Amount and/or the Tender
Cap. If the Company increases the Aggregate Maximum Tender
Amount and/or the Tender Cap, it does not expect to extend the
Withdrawal Date, subject to applicable law. Accordingly,
holders should not tender any Notes that they do not wish to have
purchased in the Tender Offers.
The Tender Offers are not contingent upon the
tender of any minimum principal amount of Notes. Range’s obligation
to accept for purchase and to pay for the Notes validly tendered in
any Tender Offer is subject to and conditioned on the satisfaction
or waiver of the conditions described in the Offer to Purchase,
including the completion of the Debt Financing. Range
reserves the right, subject to applicable law, to: (a) extend the
Early Tender Date, Withdrawal Date or Expiration Date to a later
date and time as announced by the Company; (b) increase the
Aggregate Maximum Tender Amount and/or the Tender Cap; (c) waive or
modify in whole or in part any or all conditions to the Tender
Offers; (d) delay the acceptance for purchase of any Notes or delay
the purchase of any Notes; or (e) otherwise modify or terminate one
or more of the Tender Offers.
The dealer manager for the Tender Offers is
Citigroup Global Markets Inc. Any questions regarding the terms of
the Tender Offers should be directed to the Dealer Manager,
Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or
(collect) (212) 723-6106. The information agent and tender
agent is D.F. King & Co., Inc. Any questions regarding
procedures for tendering Notes or requests for copies of the Offer
to Purchase or other documents relating to the Tender Offers should
be directed to the information agent for the Tender Offers, D.F.
King & Co., Inc., at (800) 628-8538 (toll-free), (212) 269-5550
(all others) or rrc@dfking.com.
This press release shall not constitute an offer
to sell, a solicitation to buy or an offer to purchase or sell any
securities. No offer, solicitation, purchase or sale will be made
in any jurisdiction in which such offer, solicitation, or sale
would be unlawful. The offer is being made solely pursuant to the
terms and conditions set forth in the Offer to Purchase. Nothing
contained herein shall constitute an offer of the debt securities
that are the subject of the Debt Financing.
RANGE RESOURCES CORPORATION (NYSE:
RRC) is a leading U.S. independent natural gas and
NGL producer with operations focused in stacked-pay projects
in the Appalachian Basin. The Company pursues an organic
development strategy targeting high return, low-cost projects
within its large inventory of low risk development drilling
opportunities. The Company is headquartered in Fort
Worth, Texas.
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, including
those related to the completion of the Debt Financing and Tender
Offers. These statements are based on expectations and assumptions
that Range’s management believes are reasonable based on currently
available information; however, there is no assurance that these
expectations and assumptions can or will be met. Any number of
factors could cause actual results to differ materially from those
in this press release, including, but not limited to, the
satisfaction of the Debt Financing and all conditions set forth in
the Offer to Purchase, not all of which are within Range’s control.
Range undertakes no obligation to publicly update or revise any
forward-looking statements. Further information on risks and
uncertainties is available in Range’s filings with the Securities
and Exchange Commission, including its most recent Annual Report on
Form 10-K and its subsequent Quarterly Reports on Form 10-Q, which
are incorporated herein by reference.
Range Investor Contact:
Laith Sando, Vice President – Investor Relations 817-869-4267
lsando@rangeresources.com
Range Media Contact:
Mark Windle, Manager of Corporate
Communications 724-873-3223 mwindle@rangeresources.com
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