RANGE RESOURCES CORPORATION (NYSE: RRC) (“Range”
or the “Company”) announced today the commencement of cash tender
offers (the “Tender Offers”) to purchase up to $500 million
aggregate principal amount (the “Aggregate Maximum Tender Amount”)
of its outstanding 5.750% senior notes due 2021 (the “2021 Notes”),
5.875% senior notes due 2022 (the “5.875% 2022 Notes”) and 5.000%
senior notes due 2022 (the “5.000% 2022 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) |
|
Acceptance Priority Level |
|
Tender OfferConsideration(2) |
|
Early TenderPremium |
|
TotalConsideration(2)(3) |
5.750% Senior Notes due 2021 |
75281AAW9/US75281AAW99 |
|
$ |
374,139,000 |
|
1 |
|
$ |
985.00 |
|
$ |
50.00 |
|
$ |
1,035.00 |
5.875% Senior Notes due
2022 |
75281AAU3/US75281AAU34 |
|
$ |
297,617,000 |
|
2 |
|
$ |
971.25 |
|
$ |
50.00 |
|
$ |
1,021.25 |
5.000% Senior Notes due
2022 |
75281AAY5/US75281AAY55 |
|
$ |
511,886,000 |
|
3 |
|
$ |
962.50 |
|
$ |
50.00 |
|
$ |
1,012.50 |
____________________________________(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 January 8, 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not validly withdrawn) at or prior to 5:00 p.m., New York City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 January 22, 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 January 22, 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 February 5, 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
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 3 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.
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.
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.
The Company reserves the right, but is under no
obligation, to increase the Aggregate Maximum Tender Amount 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. If the Company increases the Aggregate Maximum
Tender Amount, 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; (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 BofA
Securities. Any questions regarding the terms of the Tender Offers
should be directed to the Dealer Manager, BofA Securities at
(toll-free) 888-292-0070 or (collect) 980-388-3646. 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 (866) 342-4882
(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, NGL and
oil producer with operations focused on 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 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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