e8vk
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): July 29, 2010
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-12209
|
|
34-1312571 |
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
|
|
100 Throckmorton Street, Suite 1200 |
|
|
|
|
Fort Worth, Texas
|
|
|
|
76102 |
(Address of principal executive offices
|
|
|
|
(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):
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
Item 7.01 |
|
Regulation FD Disclosure. |
On July 29, 2010, Range issued a press release announcing the pricing of the registered public
offering of $350 million aggregate principal amount of senior subordinated notes due 2020. 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.
|
|
|
|
|
Exhibit
Number |
|
Description |
|
99.1 |
|
|
Press Release, dated July 29, 2010 |
-2-
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.
|
|
|
|
|
|
RANGE RESOURCES CORPORATION
|
|
|
By: |
/s/ Roger S. Manny
|
|
|
|
Roger S. Manny |
|
|
|
Chief Financial Officer |
|
|
Date: July 29, 2010
-3-
EXHIBIT INDEX
|
|
|
|
|
Exhibit
Number |
|
Description |
|
99.1 |
|
|
Press Release, dated July 29, 2010 |
-4-
exv99w1
Exhibit 99.1
RANGE ANNOUNCES PRICING OF SENIOR SUBORDINATED NOTES
FORT WORTH, TEXAS, JULY 29, 2010 RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that it
has priced an offering at par of $500 million aggregate principal amount of senior subordinated
notes due 2020, which will carry an interest rate of 6.75%. Range expects that the net proceeds of
the offering will be approximately $490.8 million and intends to use a portion of the net proceeds
from the offering to redeem $200 million in outstanding principal amount of Ranges outstanding
7.375% Senior Subordinated Notes due 2013 in accordance with the terms of the indenture under which
those notes were issued, and the remaining proceeds to pay down a portion of the outstanding
balance of Ranges senior credit facility. Range expects to close the sale of the notes on August
12, 2010, subject to the satisfaction of customary closing conditions. The size of the offering
was increased from the previously announced $350 million to $500 million.
J.P. Morgan Securities Inc., Banc of America Securities LLC and Wells Fargo Securities, LLC are
acting as joint book-running managers for the senior subordinated notes offering. A copy of the
final 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 final
prospectus supplement and related base prospectus if you request them by contacting J.P. Morgan
Securities Inc. at 383 Park Avenue, 3rd Floor, New York, New York 10179, attention Syndicate Desk,
BofA Merrill Lynch at 4 World Financial Center, 7th Floor, New York, NY 10080, attention:
Prospectus Department, or via phone at 1-800-294-1322, or by e-mailing
dg.prospectus_distribution@bofasecurities.com, or Wells Fargo Securities, LLC at 1525 West W.T.
Harris Blvd., MAC D1109-010, Charlotte, North Carolina, 28262, Attention: Syndicate Operations, or
via phone at 1-800-326-5897.
RANGE RESOURCES CORPORATION is an independent natural gas company operating in the Southwestern and
Appalachian 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.
2010-19
|
|
|
Contact: |
|
Rodney Waller, Senior Vice President
David Amend, Investor Relations Manager
Karen Giles, Corporate Communications Manager
(817) 870-2601
www.rangeresources.com |
2