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): August 12, 2010
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 |
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| Fort Worth, Texas
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76102 |
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offices)
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(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):
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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©)
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| Item 1.01 |
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Entry Into a Material Definitive Agreement. |
On August 12, 2010, Range Resources Corporation (“Range”) completed the public offering of
$500 million aggregate principal amount of 6 3/4% Senior Subordinated Notes due 2020 (the “Notes”),
which are fully and unconditionally guaranteed on a senior subordinated basis by the following
subsidiaries of Range (collectively, the “Subsidiary Guarantors”):
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American Energy Systems, LLC; |
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Energy Assets Operating Company, LLC; |
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Oil & Gas Title Abstracting, LLC; |
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Range Energy Services Company, LLC; |
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Range Gathering & Processing Company, LLC; |
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Range Operating New Mexico, LLC; |
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Range Production Company; |
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Range Resources — Appalachia, LLC; |
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Range Resources — Midcontinent, LLC; |
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Range Resources — Pine Mountain, Inc.; and |
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Range Texas Production, LLC. |
The terms of the Notes are governed by the Indenture, dated as of August 12, 2010 (the
“Indenture”), by and among Range, the Subsidiary Guarantors and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture,
dated as of August 12, 2010 (the “Supplemental Indenture”). The notes will mature on August 1,
2020. Interest will accrue from August 12, 2010, and the first interest payment date will be
February 1, 2011. Range may redeem some or all of the notes at any time on or after August 1, 2015
at the redemption prices specified in the Supplemental Indenture. Range may also redeem up to 35%
of the Notes using all or a portion of the net proceeds of certain public sales of equity interests
completed before August 1, 2013. Range may also redeem the notes prior to August 1, 2015 upon
payment of the make-whole premium specified in the Supplemental Indenture. If Range sells certain
of its assets or upon the occurrence of certain changes in control, Range must offer to repurchase
the notes. The notes are unsecured, and are subordinated to all of Range’s existing and future
senior debt, rank equally with all of Range’s existing and future senior subordinated debt and rank
senior to all of Range’s existing and future subordinated debt. Other material terms of the Notes,
the Indenture and the Supplemental Indenture are described in the prospectus supplement, dated July
29, 2010, as filed by Range and the Subsidiary Guarantors with the Securities and Exchange
Commission (the “Commission”) on July 30, 2010. The foregoing descriptions of the Indenture and
Supplemental Indenture are qualified in their entirety by reference to such Indenture and
Supplemental Indenture, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively,
and are incorporated herein by reference.
Range and the Subsidiary Guarantors registered the sale of the Notes and the underlying
guarantees with the Commission pursuant to a Registration Statement on Form S-3 filed on July 29,
2010.
The Notes were sold pursuant to an Underwriting Agreement, dated July 29, 2010 (the
“Underwriting Agreement”), by and among J.P. Morgan Securities Inc., Banc of America Securities LLC
and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, Range, and the Subsidiary Guarantors. The Underwriting Agreement was filed as
Exhibit 1.1 to Range’s Current Report on Form 8-K filed with the Commission on August 3, 2010.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement. |
The information provided under Item 1.01 in this Current Report on Form 8-K regarding the
Notes, the Indenture, the Supplemental Indenture and the related guarantees is incorporated by
reference into this Item 2.03.
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