Range Announces Early Results of Cash Tender Offers
September 01 2020 - 4:15PM
RANGE RESOURCES CORPORATION (NYSE: RRC) (“Range”
or the “Company”) announced today the results to date of Range’s
previously announced 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 Senior Notes”), 5.750% senior
subordinated notes due 2021 (the “2021 Subordinated Notes”), 5.875%
senior notes due 2022 (the “5.875% 2022 Senior Notes”), 5.000%
senior notes due 2022 (the “5.000% 2022 Senior Notes”), 5.000%
senior subordinated notes due 2022 (the “2022 Subordinated Notes”)
and 5.000% senior notes due 2023 (the “2023 Senior Notes” and,
together with the 2021 Senior Notes, the 2021 Subordinated Notes,
the 5.875% 2022 Senior Notes, the 5.000% 2022 Senior Notes, and the
2022 Subordinated Notes, collectively, the “Notes”).
Based on information provided by D.F. King and
Co., the tender agent for the Tender Offers, approximately $863.6
million aggregate principal amount of Notes were validly tendered
(and not validly withdrawn) at or prior to 5:00 p.m., New York City
time, on August 31, 2020 (the “Early Tender Date”). The following
table sets forth the approximate aggregate principal amounts of
each series of Notes that were validly tendered (and not validly
withdrawn) as of the Early Tender Date and the principal amounts
that, subject to satisfaction of the conditions to the Tender
Offers described below, are expected to be accepted for purchase
pursuant to the Tender Offers:
Title of Notes |
CUSIP Numbers / ISIN |
Acceptance Priority Level |
Principal Amount Outstanding Prior to the Tender
Offers(1) |
Total Consideration(2)(3) |
Principal Amount of Notes Tendered
|
Principal Amount of Notes Expected to Be Accepted for
Purchase |
Proration Factor(4) |
5.750%
Senior Notes due 2021 |
75281AAW9/US75281AAW99 |
1 |
$ |
37,570,000 |
$ |
1,010.00 |
$ |
12,074,000 |
$ |
12,074,000 |
100 |
% |
5.750% Senior
Subordinated Notes due 2021 |
75281AAM1 |
2 |
$ |
21,105,000 |
$ |
985.00 |
$ |
1,209,000 |
$ |
1,209,000 |
100 |
% |
5.875% Senior Notes
due 2022 |
75281AAU3/US75281AAU34 |
3 |
$ |
113,583,000 |
$ |
1,021.25 |
$ |
65,055,000 |
$ |
65,055,000 |
100 |
% |
5.000% Senior Notes
due 2022 |
75281AAY5/US75281AAY55 |
4 |
$ |
460,625,000 |
$ |
1,012.50 |
$ |
291,036,000 |
$ |
291,036,000 |
100 |
% |
5.000% Senior
Subordinated Notes due 2022 |
75281AAN9 |
5 |
$ |
18,019,000 |
$ |
950.00 |
$ |
8,289,000 |
$ |
8,289,000 |
100 |
% |
5.000% Senior Notes
due 2023 |
75281AAZ2
75281ABA6 |
6 |
$ |
654,672,000 |
$ |
1,005.00 |
$ |
485,935,000 |
$ |
122,337,000 |
25.2 |
% |
(1) |
As of August 18, 2020. |
(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). |
(3) |
Includes the Early Tender Premium (as defined below). |
(4) |
The final proration factor has been rounded to the nearest tenth of
a percentage point for presentation purposes. |
The amount of each series of Notes expected to
be accepted for purchase was determined pursuant to the terms and
conditions of the Tender Offers as set forth in the Offer to
Purchase dated August 18, 2020 (as amended, the “Offer to
Purchase”). Subject to satisfaction of the conditions to the
Tender Offers set forth in the Offer to Purchase, the Company
expects to accept and pay for Notes tendered prior to the Early
Tender Date, subject to proration described herein, on or about
September 2, 2020 (the “Early Settlement Date”). Holders of Notes
that have been accepted for purchase in connection with the Early
Tender Date 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”). In addition to the Total
Consideration, all holders of Notes accepted for purchase in
connection with the Early Tender Date 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 Early Settlement Date. The deadline for holders to
validly withdraw tenders of Notes has passed. Accordingly, tendered
Notes may no longer be withdrawn or revoked, except in certain
limited circumstances where additional withdrawal or revocation
rights are required by law.
Although the Tender Offers are scheduled to
expire at Midnight, New York City time, at the end of September 15,
2020, the Company does not expect to accept for purchase any
tenders of Notes after the Early Tender Date. Because holders of
Notes subject to the Tender Offers validly tendered and did not
validly withdraw Notes on or before the Early Tender Date in an
amount that exceeds the Aggregate Maximum Tender Amount, the 2023
Senior Notes validly tendered (and not validly withdrawn) at or
prior to the Early Tender Date are expected to be accepted on a pro
rata basis, subject to a proration factor of approximately
25.2%.
The Tender Offers are subject to the
satisfaction of the conditions described in the Offer to Purchase.
Such conditions may be waived by the Company in its sole
discretion, subject to applicable law. Any waiver of a condition by
the Company will not constitute a waiver of any other
condition.
The dealer manager for the Tender Offers is
Citigroup Global Markets Inc.. Any questions regarding the terms of
the Tender Offers should be directed to the Dealer Manager,
Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or
(collect) (212) 723-6106. 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 (800) 628-8538 (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 Range’s separately
announced 9.25% senior notes due 2026 (the “Debt Financing”).
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 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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