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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): March 4, 2013

 

 

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(c))

 

 

 

Item 7.01 Regulation FD Disclosure.

On March 4, 2012, Range Resources Corporation (“Range”) issued a press release announcing the pricing of $750 million aggregate principal amount of 5.0% senior subordinated notes (the “notes”) due 2023. The notes were issued at par. Range expects that the net proceeds of the offering will be approximately $737.8 million and intends to use the net proceeds to repay borrowings under its senior credit facility. Range expects to close the sale of the notes on March 18, 2013, subject to the satisfaction of customary closing conditions. The size of the offering was increased from the previously announced $500 million to $750 million.

The notes will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act. Range intends to use the net proceeds to repay borrowings under its senior credit facility.

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 March 4, 2013, announcing pricing of private offering of notes.

 

-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: March 4, 2013

 

-3-

EXHIBIT INDEX

 

Exhibit

Number

   

Description

99.1    Press Release, dated March 4, 2013, announcing pricing of private offering of notes.

 

-4-

EX-99.1

Exhibit 99.1

NEWS RELEASE

RANGE ANNOUNCES PRICING OF SENIOR SUBORDINATED NOTES

FORT WORTH, TEXAS, MARCH 4, 2013…RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that it has priced at par an offering of $750 million aggregate principal amount of senior subordinated notes due 2023, which will carry an interest rate of 5.0%. Range expects that the net proceeds of the offering will be approximately $737.8 million and intends to use the net proceeds to repay borrowings under its senior credit facility. Range expects to close the sale of the notes on March 18, 2013, subject to the satisfaction of customary closing conditions. The size of the offering was increased from the previously announced $500 million to $750 million.

The notes will not be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act.

RANGE RESOURCES CORPORATION (NYSE: RRC) is a leading independent oil and natural gas producer with operations focused in Appalachia and the Southwest region of the United States. The Company pursues an organic growth strategy targeting high return, low-cost projects within its large inventory of low risk, development drilling opportunities. The Company is headquartered in Fort Worth, Texas.

The securities have been offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. 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. There shall not 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.

 

 

SOURCE: Range Resources Corporation

 

       Investor Contacts:

 

       Rodney Waller, Senior Vice President
       817-869-4258

 

       David Amend, Investor Relations Manager
       817-869-4266

 

       Laith Sando, Manager of Research
       817-869-4267

 

       Michael Freeman, Financial Analyst
       817-869-4264