SEC Filing | Range Resources

Rodney Waller, Senior Vice President

David Amend, Investor Relations Manager

Laith Sando, Senior Financial Analyst

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Form 8-K

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): February 24, 2012

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)

Registrant’s 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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4^©)

Item 7.01 Regulation FD Disclosure.

On February 24, 2012, Range issued a press release announcing that it intends, subject to market conditions, to publicly offer $500 million aggregate principal amount of senior subordinated notes due 2022 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.

Exhibit

Number

Description

99.1

Press Release, dated February 24, 2012, announcing public offering of notes.

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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.


RANGE RESOURCES CORPORATION

By:		/s/ Roger S. Manny
		Roger S. Manny Chief Financial Officer

Date: February 24, 2012

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EXHIBIT INDEX


Exhibit Number		Description
99.1		Press Release, dated February 24, 2012, announcing public offering of notes.

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Press Release, dated February 24, 2012

Exhibit 99.1

NEWS RELEASE

RANGE ANNOUNCES OFFERING OF SENIOR SUBORDINATED NOTES

FORT WORTH, TEXAS, FEBRUARY 24, 2012…RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that it intends, subject to market conditions, to publicly offer $500 million in aggregate principal amount of senior subordinated notes due 2022. The offering and sale of the senior subordinated notes is being made pursuant to an automatic shelf registration statement on Form S-3 filed today with the Securities and Exchange Commission (“SEC”).

Range intends to use a portion of the net proceeds to repay up to $350 million of borrowings under its senior credit facility. It intends to use the remaining net proceeds to fund its 2012 capital expenditure budget, and, pending that use, for general corporate purposes.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc. 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated at 4 World Financial Center, New York, NY 10080, attention: Prospectus Department, or via phone at 1-800-294-1322, or by e-mailing dg.prospectus_requests@baml.com; J.P. Morgan Securities LLC at 383 Madison Avenue, New York, NY 10179, attention: High Yield Syndicate, or via phone at 1-800-245-8812, or by e-mailing HY_syndicate@jpmorgan.com; Wells Fargo Securities, LLC at 550 South Tryon Street, 7th Floor MAC D1086-070, Charlotte, NC 28202, attention: Client Support, or via phone at 1-800-326-5897, or by e-mailing cmclientsupport@wellsfargo.com; Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or via phone at 1-888-603-5847, or by e-mailing barclaysprospectus@broadridge.com or Deutsche Bank Securities Inc. at 100 Plaza One, Floor 2, Jersey City, NJ 07311, attention: Prospectus Department.

RANGE RESOURCES CORPORATION (NYSE: RRC) is a leading independent natural gas, natural gas liquids, and oil producer with operations focused in the Appalachia and Southwest 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 Range’s management believes are reasonable based on currently available information; however, management’s assumptions and Range’s 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 results of Range’s hedging transactions, 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 regulatory changes. Range undertakes no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in Range’s filings with the SEC, which are incorporated herein by reference.