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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 11, 2009
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-12209
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34-1312571 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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100 Throckmorton Street, Suite 1200
Fort Worth, Texas
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76102 |
(Address of principal executive offices
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(Zip Code) |
Registrants telephone number, including area code: (817) 870-2601
(Former name or former address, if changed since last report): Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure.
On May 11, 2009, Range issued a press release announcing that it intends, subject to market
conditions, to publicly offer $300 million aggregate principal amount of senior subordinated notes
due 2019 in a registered public offering. A copy of this press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report
on Form 8-K under this heading, including Exhibit 99.1, shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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99.1 |
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Press Release, dated May 11, 2009 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RANGE RESOURCES CORPORATION
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By: |
/s/ Roger S. Manny
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Roger S. Manny |
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Executive Vice President and Chief
Financial Officer |
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Date: May 11, 2009
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EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
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Press Release, dated May 11, 2009 |
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exv99w1
Exhibit 99.1
RANGE ANNOUNCES OFFERING OF SENIOR SUBORDINATED NOTES
FORT WORTH, TEXAS, MAY 11, 2009...RANGE RESOURCES CORPORATION (NYSE: RRC) today announced that
it intends, subject to market conditions, to publicly offer $300 million aggregate principal amount
of senior subordinated notes due 2019. The offering and sale of the senior subordinated notes is
pursuant to an automatic shelf registration statement on Form S-3 filed today with the Securities
and Exchange Commission (SEC). Range intends to use the net proceeds from the offering to pay
down a portion of the outstanding balance of Ranges senior credit facility.
J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC
will act as joint book-running managers for the senior subordinated notes offering. A copy of the
preliminary prospectus supplement and related base prospectus for the offering may be obtained on
the SEC website at www.sec.gov. Alternatively, the underwriters will arrange to send you the
preliminary prospectus supplement and related base prospectus if you request them by contacting
J.P. Morgan Securities Inc. at 270 Park Avenue, 8th Floor, New York, New York 10017, attention
Syndicate Desk, Banc of America Securities LLC at 100 West 33rd Street, 3rd Floor, New York, New
York 10001, (800) 294-1322, Attention: Capital Markets Operations, or by e-mailing
dg.prospectus_distribution@bofasecurities.com or Wachovia Capital Markets,
LLC at 301 South College Street,
6th Floor, Charlotte, NC 28202, Attention: High Yield Syndicate.
RANGE RESOURCES CORPORATION is an independent oil and gas company operating in the
Southwestern, Appalachian and Gulf Coast regions of the United States.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the
senior subordinated notes referred to above. An offering of any such securities will be made only
by means of a prospectus. Any such prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
Except for historical information, statements made in this release about the proposed offering
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and
estimates that Ranges management believes are reasonable based on currently available information;
however, managements assumptions and Ranges future performance are subject to a wide range of
business risks and uncertainties, and there is no assurance that these goals and projections can or
will be met. Any number of factors could cause actual results to differ materially from those in
the forward-looking statements, including, but not limited to, the volatility of oil and gas
prices, the costs and results of drilling and operations, the timing of production,
mechanical and other inherent risks associated with oil and gas production, weather, the
availability of drilling equipment, changes in interest rates, litigation, uncertainties about
reserve estimates, environmental risks and the occurrence of any unanticipated acquisition
opportunities. Range undertakes no obligation to publicly update or revise any forward-looking
statements. Further information on risks and uncertainties is available in Ranges filings with the
SEC, which are incorporated herein by reference.
2009 15
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Contact:
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Rodney Waller, Sr. Vice President
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817-869-4258 |
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David Amend, IR Manager
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817-869-4266 |
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Karen Giles, Corporate Communications Manager
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817-869-4238 |
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Main number: (817) 870-2601
www.rangeresources.com |
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