Range Resources Corporation Commences Offers and Consent Solicitations for Memorial Resource Development Corp.’s Senior Notes and Range’s Senior Subordinated Notes
Range also announced a concurrent cash offer (the “Concurrent Cash Tender Offer”) to those holders of Memorial’s outstanding 5.875% Senior Notes due 2022 who are not Eligible Holders (“Memorial Non-Eligible Holders”). With the exception of eligibility for participation, the terms and conditions of the Concurrent Cash Tender Offer and the Memorial Cash Tender Offer are identical. For example, the Concurrent Cash Tender Offer will offer to pay cash consideration to tendering Memorial Non-Eligible Holders equal to that offered to Eligible Holders that tender in the Memorial Cash Tender Offer. Eligible Holders may participate only in the Eligible Holder Offers. Memorial Non-Eligible Holders may participate only in the Concurrent Cash Tender Offer. The Eligible Holder Offers and the Concurrent Cash Tender Offer are referred to as the “Offers.”
The Eligible Holder Offers and the related Consent Solicitations (as defined below) are being made pursuant to the terms and subject to the conditions set forth in an Offering Memorandum and Consent Solicitation Statement dated
Each series of newly issued Range senior notes (collectively, the “New Notes”) will have an interest rate and maturity date that is identical to the interest rate and maturity date of the respective existing Memorial and Range notes (collectively, the “Existing Notes”). The New Notes will be senior unsecured obligations of Range and will rank equally in right of payment with all other existing and future senior unsecured indebtedness of Range.
The following table and related footnotes set forth, among other things, the Early Tender Premium and Total Exchange Consideration for the Existing Notes for which the New Notes are being offered, and the Total Tender Consideration for Existing Memorial Notes tendered for purchase in the Offers:
Issuer | Title of Series of Existing Notes |
CUSIP / ISIN | Aggregate Principal Amount Outstanding |
Offer Type | Total Consideration (1)(2)(3)(4) | |||||||
Memorial Resource Development Corp. |
5.875% Senior Notes due 2022 |
58605QAB5 |
$ |
600,000,000 |
Exchange or Cash Tender(5) |
$1,000 principal amount of New Range Senior Notes due 2022 plus $12.50 in cash or $1,012.50 in cash(5) |
||||||
Range Resources Corporation |
5.75% Senior Sub. Notes due 2021 |
75281AAM1 |
$ |
500,000,000 |
Exchange |
$1,000 principal amount of New Range Senior Notes due 2021 |
||||||
Range Resources Corporation |
5.00% Senior Sub. Notes due 2022 |
75281AAN9 |
$ |
600,000,000 |
Exchange |
$1,000 principal amount of New Range Senior Notes due 2022 |
||||||
Range Resources Corporation |
5.00% Senior Sub. Notes due 2023 |
75281AAQ2,7 5281AAP4 /U75295AC6 |
$ |
750,000,000 |
Exchange |
$1,000 principal amount of New Range Senior Notes due 2023 |
||||||
(1) For each
(2) The term Total Consideration means either the Total Exchange Consideration or Total Tender Consideration, as applicable (each as defined in the applicable Offer Materials).
(3) Includes the Early Tender Premium of
(4) Accrued and unpaid interest to but not including the Settlement Date will be paid in cash.
(5) In the Concurrent Cash Tender Offer, cash consideration is the only consideration that may be received by a Memorial Non-Eligible Holder.
Eligible Holders of Existing Memorial Notes may elect to participate in either the Memorial Exchange Offer or the Memorial Cash Tender Offer, at their option. Failure to make such an election will be deemed a tender in the Memorial Exchange Offer.
The Offers and Consent Solicitations will expire at
Concurrently with the Offers, Range is also soliciting consents from the holders of the Existing Notes (each a “Consent Solicitation”) to amend the indentures governing the Existing Notes to eliminate certain of the covenants, restrictive provisions and events of default (collectively, the “Proposed Amendments”) pursuant to the terms and subject to the conditions set forth in the applicable Offer Materials. The consent of the holders of a majority of the aggregate principal amount of the applicable series of Existing Notes outstanding, acting together as one class for that series, will be required in order to adopt the Proposed Amendments to the existing indenture for that series.
Existing Notes that are not validly tendered or that are validly tendered but validly withdrawn will remain outstanding and will continue to be subject to their terms despite the completion of the Offers and the related Consent Solicitations. However, if any Offer and related Consent Solicitation is consummated and the Proposed Amendments to the applicable existing indenture are effected, such amendments will also apply to all related Existing Notes not exchanged or purchased in such Offers and Existing Notes will no longer have the benefit of the protection of the covenants, restrictive provisions and events of default eliminated by the applicable Proposed Amendments.
The New Notes have not been registered with the
The Offers and related Consent Solicitations are subject to the satisfaction of certain conditions, as described in the applicable Offer Materials, including, among other things, the consummation of the merger of Range and Memorial pursuant to the Agreement and Plan of Merger, dated
Tenders of Existing Notes may not be withdrawn after
If you are a holder of Existing Notes and wish to participate in an Offer for which you are eligible and your Existing Notes are held by a custodial entity, such as a commercial bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Existing Notes on your behalf pursuant to the procedures of that custodial entity. Please ensure that you contact your custodial entity as soon as possible to give them sufficient time to meet your requested deadline. Beneficial owners are urged to appropriately instruct their commercial bank, broker, custodian or other nominee at least five business days prior to the Early Tender Deadline or the Expiration Time, as applicable, in order to allow adequate processing time for their instruction.
RANGE is a leading independent oil and natural gas producer with operations focused in stacked-pay projects in the
MEMORIAL is an independent natural gas and oil company engaged in the acquisition, exploration and development of natural gas and oil properties in
Important Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication is being made in respect of transactions related to the proposed merger transaction involving Range and Memorial.
In connection with the merger, Range has filed with the
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE MERGER, INVESTORS AND SECURITY HOLDERS OF RANGE AND/OR MEMORIAL ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the joint proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about Range and Memorial, once such documents are filed with the
Participants in the Merger Solicitation
Range, Memorial and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Memorial is set forth in its proxy statement for its 2016 annual meeting of shareholders, which was filed with the
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain “forward-looking statements” within the meaning of federal securities laws, including within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Range’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding the expected timetable for completing the proposed transaction, benefits and synergies of the proposed transaction, costs and other anticipated financial impacts of the proposed transaction; the combined company’s plans, objectives, future opportunities for the combined company and products, future financial performance and operating results and any other statements regarding Range’s and Memorial’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. Furthermore, the statements relating to the proposed transaction are subject to numerous risks and uncertainties, many of which are beyond Range’s or Memorial’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: failure to obtain the required votes of Range’s or Memorial’s shareholders; the timing to consummate the proposed transaction; satisfaction of the conditions to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction otherwise does not occur; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Range and Memorial; the effects of the business combination of Range and Memorial, including the combined company’s future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; expected synergies and other benefits from the proposed transaction and the ability of Range to realize such synergies and other benefits; expectations regarding regulatory approval of the transaction; results of litigation, settlements and investigations; and actions by third parties, including governmental agencies; changes in the demand for or price of oil and/or natural gas can be significantly impacted by weakness in the worldwide economy; consequences of audits and investigations by government agencies and legislative bodies and related publicity and potential adverse proceedings by such agencies; compliance with environmental laws; changes in government regulations and regulatory requirements, particularly those related to oil and natural gas exploration; compliance with laws related to income taxes and assumptions regarding the generation of future taxable income; weather-related issues; changes in capital spending by customers; delays or failures by customers to make payments owed to us; impairment of oil and natural gas properties; structural changes in the oil and natural gas industry; and maintaining a highly skilled workforce. Range’s and Memorial’s respective reports on Form 10-K for the year ended
Investor Contacts:Laith Sando Vice President — Investor Relations 817-869-4267 lsando@rangeresources.comDavid Amend Investor Relations Manager 817-869-4266 damend@rangeresources.comMichael Freeman Senior Financial Analyst 817-869-4264 mfreeman@rangeresources.com Media Contact:Matt Pitzarella Director of Corporate Communications 724-873-3224 mpitzarella@rangeresources.com www.rangeresources.com