UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

P ursuant to Section 13 or 15( d )

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

August 9, 2017 (September 16, 2016)

 

RANGE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-12209

 

34-1312571

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

 

100 Throckmorton, Suite 1200

Ft. Worth, Texas

 

76102

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code:  (817) 870-2601

(Former name or former address, if changed since last report):  Not applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

□

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

□

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

□

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

□

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

   □   

  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

   □   

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(b) Pro Forma Financial Information

 

On September 16, 2016, Memorial Resource Development Corp., a Delaware corporation (“ Memorial ”), became a wholly-owned subsidiary of Range Resources Corporation, a Delaware corporation (“ Range ”), as a result of the merger of Medina Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Range (“ Merger Sub ”), with and into Memorial (the “ Merger ”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of May 15, 2016, by and among Range, Memorial and Merger Sub.

 

In connection with the consummation of the Merger, on September 16, 2016, Range filed a current report on Form 8-K that, among other things, included the unaudited pro forma condensed combined financial information of Range as of and for the six months ended June 30, 2016, and for the year ended December 31, 2015, together with the notes thereto.

 

In order to satisfy the filing requirements of securities law filings, the unaudited pro forma condensed combined statement of operations of Range for the year ended December 31, 2016, together with the notes thereto, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

(d) Exhibits

 

 

 

99.1

 

Unaudited Pro Forma Condensed Combined Financial Information of Range for the year ended December 31, 2016


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RANGE RESOURCES CORPORATION

 

By:

/s/ Roger S. Manny

 

Roger S. Manny

 

Chief Financial Officer

Date: August 9, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit

No.

 

 

  Description

 

99.1

 

Unaudited Pro Forma Condensed Combined Financial Information of Range for the year ended December 31, 2016

 

 

 

 

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