SEC Filings

424B3
RANGE RESOURCES CORP filed this Form 424B3 on 09/07/2017
Entire Document
 


Table of Contents
 

deliver or cause their Old Notes and all other required documentation to be delivered to the Exchange Agent in accordance with the procedures described in this prospectus and the letter of transmittal prior to 5:00 p.m., New York City time, on the expiration date for the related exchange offer.

 

No Appraisal or Dissenters’ Rights

Holders of the Old Notes do not have any appraisal or dissenters’ rights in connection with the exchange offers.

 

Material United States Federal Income Tax Considerations

The exchange of the Old Notes for New Notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes. For further information regarding some of the U.S. federal tax considerations that you should take into account in deciding whether or not to exchange Old Notes for New Notes, see “Material United States Federal Income Tax Considerations.”

 

Use of Proceeds

We will not receive any proceeds from the exchange offers.

 

Exchange Agent

U.S. Bank National Association is the exchange agent (the “Exchange Agent”) for the exchange offers. You can find the address and telephone number of the Exchange Agent under the caption “The Exchange Offers—Exchange Agent.”

 

Resales of New Notes

Based on interpretations by the staff of the Securities and Exchange Commission (the “SEC”) contained in no-action letters issued to third parties, we believe that, except as provided in the next sentence and in the second succeeding paragraph, the New Notes you receive in the exchange offers may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act unless:

 

  (1) you are our “affiliate” (as defined in Rule 405 under the Securities Act);

 

  (2) the New Notes you receive in the exchange offers will not be acquired by you in the ordinary course of your business; or

 

  (3) you have an arrangement or understanding with any person to engage in, or you are engaged in or intend to engage in, the distribution (within the meaning of the Securities Act) of the New Notes in violation of the Securities Act.

 

 

However, if you are a broker-dealer holding Old Notes acquired for your own account as a result of market-making or other trading activities and who receives New Notes in exchange for such Old Notes pursuant to any exchange offer (a “participating broker-dealer”), you may be an “underwriter” within the meaning of the Securities Act and you must (and must acknowledge that you will) deliver (or, to the extent permitted by applicable law, make available) a prospectus meeting the requirements of the Securities Act to purchasers and other transferees in connection with any resale or

 



 

9