|RANGE RESOURCES CORP filed this Form 424B3 on 09/07/2017|
The following summary of certain provisions of the Registration Rights Agreements do not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreements, copies of which have been filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part and which may be obtained as described under Where You Can Find More Information and Incorporation by Reference. For purposes of this Description of the Registration Rights Agreements section, the terms the Company, we, our, us and similar references refer only to Range Resources Corporation and not to any of its subsidiaries or any entities that are consolidated with it for financial reporting purposes, except as otherwise expressly stated or the context otherwise requires.
In connection with the completion of the private exchange offers pursuant to which the Old Notes were issued, on September 16, 2016, we and the Guarantors entered into separate registration rights agreements (each a Registration Rights Agreement and collectively, the Registration Rights Agreements), with the dealer managers for the private exchange offers, with respect to each series of Old Notes. The Registration Rights Agreements provide that, if, on the fifth business day following the one-year anniversary of the Settlement Date, (i) Old Notes of any series are not freely transferable without volume restrictions by holders that are not affiliates of ours in accordance with Rule 144 (or any similar provision then in force) under the Securities Act or otherwise, (ii) Old Notes of any series bear a restricted Securities Act legend or (iii) Old Notes of any series bear a restricted CUSIP number (we refer to Old Notes as to which any of these restrictions apply as Registrable Notes), we and the Guarantors will use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement relating to an offer (the New Notes Exchange Offer) to exchange Registrable Notes of a particular series for New Notes of that series.
Under the Registration Rights Agreements, we are required to offer the New Notes in return for the Old Notes when the SEC declares such exchange offer registration statement effective. Each New Notes Exchange Offer is required to remain open for at least 20 Business Days after the date we mail notice of such New Notes Exchange Offer to holders and we will be entitled to close each New Notes Exchange Offer after such 20 Business Days, provided that we have accepted the Registrable Notes of the applicable series validly surrendered in accordance with the terms of such New Notes Exchange Offer.
If applicable interpretations of the staff of the SEC do not permit us to effect any of the New Notes Exchange Offers or certain other conditions are not satisfied, we and the Guarantors agreed, under the Registration Rights Agreements, that we will use commercially reasonable efforts to make available an effective shelf registration statement relating to resales of the Registrable Notes of the applicable series and to keep that shelf registration statement effective until all Old Notes of that series cease to be Registrable Notes or all Registrable Notes of that series covered by the shelf registration statement have been sold. We will, in the event of such a shelf registration, provide to each holder listed in the related prospectus copies of the prospectus, notify each holder listed in the related prospectus when an effective shelf registration statement has been made available and take certain other actions to permit resales of the Registrable Notes. A holder that sells Old Notes under the shelf registration statement generally will be required to make certain representations to us (as described in the Registration Rights Agreements), to be named as a selling security holder in the related prospectus or prospectus supplement and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the Registration Rights Agreements that are applicable to such holder (including certain indemnification obligations).
If we are required under the terms of the applicable Registration Rights Agreement to (A) file an exchange offer registration statement and (i) the exchange offer registration statement does not become effective by the fifth business day following September 16, 2017 or (ii) the applicable New Notes Exchange Offer is not completed within 45 days after the exchange offer registration statement becomes effective, or (B) make available an effective shelf registration statement and (i) an effective shelf registration statement is not made available by the 90th day following the date on which the requirement to make such shelf registration statement