Enters into Agreement with SailingStone Capital
Partners to Identify New Director
RANGE RESOURCES CORPORATION (NYSE:RRC) and SailingStone Capital
Partners, LLC, owner of approximately 11% of Range’s shares
outstanding, today jointly announced that they have entered into an
agreement for Range to appoint to its Board of Directors a mutually
agreed upon independent director. Once identified and
approved by Range’s Board, the new director will join the Board
effective immediately and stand for election at Range’s 2017 Annual
Meeting of Stockholders. With this appointment, along with
the expected new Director who will be joining the Board from
Memorial Resource Development Corp. (NASDAQ:MRD) after the merger
closes, Range’s Board will be expanded from 9 to 11 directors, 10
of whom will be independent. Additionally, the Company has
agreed to establish a formal shareholder engagement program to be
conducted by the independent directors and include additional
metrics to both Range’s short-and long-term compensation which
reflect Range’s well established commitment to creating value for
shareholders.
Ken Settles, a Managing Partner at SailingStone,
said, “Range is a great company with high-quality assets, a strong
management team, a track record of operational excellence, and
exciting long-term prospects. We believe a new independent director
with upstream oil & gas engineering and financial expertise
will augment and further strengthen the Board. In addition,
we are encouraged by the enhancements to the incentive compensation
program and the newly agreed upon shareholder engagement
initiative. As Range’s largest stockholder currently, we look
forward to continuing to support the Range Board and management as
they successfully complete this transaction and position the
Company for further success.”
Jeff Ventura, Range Resources CEO, said, “Range
is committed to ensuring that its Board is composed of independent
directors with the experience needed to oversee the execution of
our strategy in today’s operating environment. We are now preparing
to enter into a new phase of growth through the Memorial
transaction, and SailingStone has taken a significant interest in
the long-term success of the combined Company. Our agreement with
SailingStone reflects our mutual focus on realizing the full value
creation potential of our expanded resource base for all
shareholders. We look forward to working collaboratively with them
to identify a new, highly-qualified independent director whose
skills and experience will be additive to those already represented
on our strong Board.”
Under the terms of the agreement being filed
today with the U.S. Securities and Exchange Commission,
SailingStone has agreed to vote all of its shares in support of the
Company’s proposed transaction with Memorial Resource Development
Corp. at the Special Meeting of Stockholders to be held on
September 15, 2016. In addition, SailingStone has also agreed
to vote for Range’s slate of director nominees, which shall include
the newly appointed director, at the Company’s 2017 Annual Meeting
of Stockholders.
RANGE RESOURCES CORPORATION is
a leading independent oil and natural gas producer with operations
focused in stacked-pay projects in the Appalachian Basin. The
Company is headquartered in Fort Worth, Texas. More information
about Range can be found at www.rangeresources.com.
SAILINGSTONE CAPITAL PARTNERS
is an employee-owned investment advisory firm focused exclusively
on providing investment solutions in the global natural resource
space. Based in San Francisco, SailingStone manages concentrated,
long-only equity portfolios for investors.
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 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 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
Range Media Contact:
Matt Pitzarella, Director of Corporate Communications
724-873-3224
mpitzarella@rangeresources.com
SailingStone Contact:
Kathlyne Kiaie, Chief Compliance Officer
(415) 429-5198
compliance@sailingstonecapital.com
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