Range Resources Corporation Announces Early Tender Results for Offers and Consent Solicitations for Memorial Resource Development Corp.’s 5.875% Senior Notes and all of Range Resources’ Senior Subordinated Notes
Approximately 99.69% of Total Outstanding Existing Memorial Senior Notes Tendered
Approximately 93.57% of Total Outstanding Existing Range Senior Subordinated Notes Tendered
In connection with the Offers, Range solicited consents from noteholders to amend the indentures governing the notes subject to the Offers (each, an “Existing Indenture”) to eliminate certain of the covenants, restrictive provisions and events of default (collectively, the “Proposed Amendments”).
The results of the Offers and the related consent solicitations as of the Early Tender Deadline 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/ ISIN | Aggregate Principal Amount Outstanding | Principal Amount of Existing Notes Validly Tendered (and not validly withdrawn) | Approximate Percentage of Existing Notes Validly Tendered | |||||||||||||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 | $ | 598,160,000 | 99.69 | % | ||||||||||
Range Resources Corporation | 5.75% Senior Sub. Notes due 2021 |
75281AAM1 | $ | 500,000,000 | $ | 441,173,000 | 88.23 | % | ||||||||||
Range Resources Corporation | 5.00% Senior Sub. Notes due 2022 |
75281AAN9 | $ | 600,000,000 | $ | 562,768,000 | 93.79 | % | ||||||||||
Range Resources Corporation | 5.00% Senior Sub. Notes due 2023 |
75281AAQ2,75281AAP4 /U75295AC6 | $ | 750,000,000 | $ | 727,026,000 | 96.94 | % | ||||||||||
TOTAL | $ | 2,450,000,000 | $ | 2,329,127,000 | 95.07 | % |
The Offers and related consent solicitations are subject to the satisfaction of certain conditions, including, among other things, the consummation of the merger of Range and Memorial pursuant to the Agreement and Plan of Merger, dated
Based on the receipt of the requisite number of consents in the consent solicitations, Range or Memorial, as applicable, and the respective guarantors will execute supplements to each of the Existing Indentures (each, a “Supplemental Indenture”) with the trustee under each Existing Indenture with respect to the applicable Proposed Amendments. Each Supplemental Indenture will become effective upon execution, but provides that the applicable Proposed Amendments will become operative only upon consummation of the applicable Offer, as well as the consummation of the Memorial merger described above.
Holders who have not yet tendered their Existing Notes have until 11:59 p.m.,
The deadline for holders to validly withdraw tendered Existing Notes and validly revoke their consents expired at
On the settlement date, which, subject to satisfaction of the conditions thereto, is expected to be within two business days following the Expiration Time, Range will accept for exchange or purchase, as applicable, and will pay the applicable consideration for, all Existing Notes that were validly tendered (and not validly withdrawn) in the Offers at or prior to the Expiration Time. The Existing Notes that remain outstanding after the settlement date will be governed by the applicable Existing Indenture, as amended by the related Supplemental Indenture.
The terms of the Offers and related consent solicitations are further described in Range’s current report on Form 8-K filed with the
The new Range notes to be issued in the Offers (the “New Notes”) have not been registered with the
RANGE is a leading independent oil and natural gas producer with operations focused in stacked-pay projects in the
MEMORIAL is an independent natural gas and oil company engaged in the acquisition, exploration and development of natural gas and oil properties in
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
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
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
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
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
Investor Contacts:Laith Sando , Vice President – Investor Relations 817-869-4267 lsando@rangeresources.comDavid Amend , Investor Relations Manager 817-869-4266 damend@rangeresources.comMichael Freeman , Senior Financial Analyst 817-869-4264 mfreeman@rangeresources.com www.rangeresources.com