Range begins exchange offer for Memorial merger, tenders for a series

By Susanna Moon

Chicago, Aug. 3 – Range Resources Corp. said it is offering to issue up to $1.85 billion principal amount of new senior notes in exchange for three series of its subordinated notes related to its planned merger with Memorial Resource Development Corp.

Range also is offering up to $600 million of new notes in exchange for Memorial’s 5 7/8% senior notes due 2022 or a total purchase price of $1,012.50 in cash per $1,000 principal amount of notes tendered by the early deadline, according to a company announcement.

The total tender price for the 5 7/8% notes includes an early tender premium of $50 principal amount in cash per $1,000 principal amount of notes tendered by 5 p.m. ET on Aug. 16, the early tender date.

The company also began a concurrent cash offer with identical terms to holders of Memorial’s 5 7/8% notes who are not eligible holders.

In the exchange, the company is offering par amount of new notes for each $1,000 principal amount of the following series tendered for exchange by the early deadline:

• Memorial’s $600 million 5 7/8% senior notes due 2022 for new senior notes due 2022 plus $12.50 in cash;

• Range’s $500 million 5¾% senior subordinated notes due 2021 for new senior notes due 2021;

• Range’s $600 million 5% senior subordinated notes due 2022 for new senior notes due 2022; and

• Range’s $750 million 5% senior subordinated notes due 2023 for new senior notes due 2023.

The total exchange value includes an early tender premium of $50 principal amount of new notes per $1,000 principal amount.

The company also will pay accrued interest to but not including the settlement date.

The offers and consent solicitations will remain open until 11:59 p.m. ET on Aug. 30.

Range is also soliciting consents to amend the note indentures to eliminate some of the covenants, restrictive provisions and events of default. The company must obtain consents from holders of a majority of each series of notes, acting together as one class for that series, in order to adopt the proposed amendments for that series.

The offers are being made to qualified institutional buyers under Rule 144A and those who are not U.S. persons under Regulation S.

D.F. King & Co., Inc. (800) 967-5058, 212 269-5550 or dfking.com/rrc) is the exchange agent, tender agent and information agent.

Tendered notes may not be withdrawn after 5 p.m. ET on Aug. 16.

Range Resources is an oil and natural gas producer based in Fort Worth.

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