Range Announces Pricing of Upsized $300 Million Offering of Additional 9.250% Senior Notes Due 2026 and Amends Terms of Tende...
August 18 2020 - 4:59PM
RANGE RESOURCES CORPORATION (NYSE: RRC) (“Range”
or the “Company”) announced today that it has priced at par an
offering of $300 million aggregate principal amount of its 9.250%
senior notes due 2026 (the “New Notes”). Range expects that the net
proceeds of the offering will be approximately $294.6 million. The
size of the offering was increased from the previously announced
$200 million to $300 million.
The New Notes are being offered as additional
notes to the $550 million aggregate principal amount of the 9.250%
senior notes due 2026 previously issued by Range on January 24,
2020 (the “Initial Notes”). The New Notes will have identical terms
as the Initial Notes, other than the issue date, and the New Notes
and the Initial Notes will be treated as a single class of
securities under the indenture.
Range expects to close the sale of the New Notes
on September 1, 2020, subject to the satisfaction of customary
closing conditions.
On August 18, 2020, Range also commenced tender
offers to purchase for cash (the “Tender Offers”), subject to
certain conditions, up to $400 million aggregate principal amount
of its outstanding 5.750% senior notes due 2021, 5.750% senior
subordinated notes due 2021, 5.875% senior notes due 2022, 5.000%
senior notes due 2022, 5.000% senior subordinated notes due 2022
and 5.000% senior notes due 2023 (the “2023 Notes”) (collectively,
the “Target Notes”). Range intends to use the net proceeds from the
offering, together with borrowings from its bank credit facility,
if necessary, to purchase Target Notes in the Tender Offers,
including fees and expenses incurred in connection therewith, with
the remainder of the net proceeds, if any, to be used to repay
borrowings under its bank credit facility.
The Tender Offers are being made subject to the
terms and conditions of an Offer to Purchase dated August 18, 2020
(the “Offer to Purchase”). In connection with the upsized offering
of the New Notes, Range hereby announces that it has amended the
terms of the Tender Offers to (i) increase the maximum aggregate
principal amount of Target Notes it is offering to purchase in the
Tender Offers from $400 million to $500 million (such amended
amount constituting an amended “Aggregate Maximum Tender Amount” as
defined in the Offer to Purchase), (ii) increase the Tender Offer
Consideration and Total Consideration (each as defined in the Offer
to Purchase) with respect to the 2023 Notes from $950.00 to $955.00
and from $1,000.00 to $1,005.00, respectively, in each case per
$1,000 principal amount of 2023 Notes, and (iii) correspondingly
amend the Financing Condition (as defined in the Offer to Purchase)
to require the completion of the Debt Financing in an aggregate
principal amount of not less than $300 million on satisfactory
terms. Except as described in this press release, all other terms
of the Tender Offers remain unchanged.
The New Notes have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”) or the
securities laws of any state and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements under the Securities Act and
applicable state securities laws. The New Notes were offered only
to persons reasonably believed to be qualified institutional buyers
under Rule 144A and to non-U.S. persons outside the United States
under Regulation S under the Securities Act.
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 is being issued pursuant to
Rule 135c under the Securities Act, and is neither an offer to sell
nor a solicitation of an offer to buy any of the notes referred to
above. There shall not be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The offering may
be made only by means of an offering memorandum.
This release contains certain 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 Company’s securities offering. These
statements are based on assumptions and estimates that Range’s
management believes are reasonable based on currently available
information; however, management’s assumptions and Range’s future
performance are subject to a wide range of business risks and
uncertainties, and there is no assurance that these goals and
projections can or will be met. Any number of factors could cause
actual results to differ materially from those in the
forward-looking statements, including, but not limited to, the
volatility of oil and gas prices, the results of Range’s hedging
transactions, the costs and results of actual drilling and
operations, the timing of production, mechanical and other inherent
risks associated with oil and gas production, weather, the
availability of drilling equipment, changes in interest rates,
litigation, uncertainties about reserve estimates, environmental
risks and regulatory changes. 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
Communications724-873-3223mwindle@rangeresources.com
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