Range Announces Early Results of Cash Tender Offers
Range Resources Corporation (NYSE: RRC) has announced results of its cash tender offers aiming to purchase up to $500 million of outstanding notes. As of August 31, 2020, approximately $863.6 million in notes were validly tendered. Key notes include 5.750% senior notes due 2021 and 5.000% senior notes due 2022, with a total consideration and early tender premium provided to holders. The tender offers, set to expire on September 15, 2020, face a proration factor of approximately 25.2% for 2023 notes due to overwhelming tenders.
- Approximately $863.6 million in notes validly tendered, exceeding the $500 million offer.
- All tendered notes prior to the early tender date are expected to be accepted for purchase.
- Proration factor of approximately 25.2% for 2023 Senior Notes due to excess tenders.
- The company may not accept any tenders after the Early Tender Date, limiting future participation.
FORT WORTH, Texas, Sept. 01, 2020 (GLOBE NEWSWIRE) -- RANGE RESOURCES CORPORATION (NYSE: RRC) (“Range” or the “Company”) announced today the results to date of Range’s previously announced cash tender offers (the “Tender Offers”) to purchase up to
Based on information provided by D.F. King and Co., the tender agent for the Tender Offers, approximately
| Title of Notes | CUSIP Numbers / ISIN | Acceptance Priority Level | Principal Amount Outstanding Prior to the Tender Offers(1) | Total Consideration (2)(3) | Principal Amount of Notes Tendered | Principal Amount of Notes Expected to Be Accepted for Purchase | Proration Factor(4) | |||||||
Notes due 2021 | 75281AAW9/US75281AAW99 | 1 | $ | 37,570,000 | $ | 1,010.00 | $ | 12,074,000 | $ | 12,074,000 | 100 | % | ||
Subordinated Notes due 2021 | 75281AAM1 | 2 | $ | 21,105,000 | $ | 985.00 | $ | 1,209,000 | $ | 1,209,000 | 100 | % | ||
Notes due 2022 | 75281AAU3/US75281AAU34 | 3 | $ | 113,583,000 | $ | 1,021.25 | $ | 65,055,000 | $ | 65,055,000 | 100 | % | ||
Notes due 2022 | 75281AAY5/US75281AAY55 | 4 | $ | 460,625,000 | $ | 1,012.50 | $ | 291,036,000 | $ | 291,036,000 | 100 | % | ||
Subordinated Notes due 2022 | 75281AAN9 | 5 | $ | 18,019,000 | $ | 950.00 | $ | 8,289,000 | $ | 8,289,000 | 100 | % | ||
Notes due 2023 | 75281AAZ2 75281ABA6 | 6 | $ | 654,672,000 | $ | 1,005.00 | $ | 485,935,000 | $ | 122,337,000 | 25.2 | % | ||
| (1) | As of August 18, 2020. |
| (2) | Holders will also receive accrued and unpaid interest from the applicable last interest payment with respect to the Notes accepted for purchase to, but not including, the Early Settlement Date (as defined below). |
| (3) | Includes the Early Tender Premium (as defined below). |
| (4) | The final proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes. |
The amount of each series of Notes expected to be accepted for purchase was determined pursuant to the terms and conditions of the Tender Offers as set forth in the Offer to Purchase dated August 18, 2020 (as amended, the “Offer to Purchase”). Subject to satisfaction of the conditions to the Tender Offers set forth in the Offer to Purchase, the Company expects to accept and pay for Notes tendered prior to the Early Tender Date, subject to proration described herein, on or about September 2, 2020 (the “Early Settlement Date”). Holders of Notes that have been accepted for purchase in connection with the Early Tender Date will receive the applicable Total Consideration set forth in the table above, which includes an early tender premium of
Although the Tender Offers are scheduled to expire at Midnight, New York City time, at the end of September 15, 2020, the Company does not expect to accept for purchase any tenders of Notes after the Early Tender Date. Because holders of Notes subject to the Tender Offers validly tendered and did not validly withdraw Notes on or before the Early Tender Date in an amount that exceeds the Aggregate Maximum Tender Amount, the 2023 Senior Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date are expected to be accepted on a pro rata basis, subject to a proration factor of approximately
The Tender Offers are subject to the satisfaction of the conditions described in the Offer to Purchase. Such conditions may be waived by the Company in its sole discretion, subject to applicable law. Any waiver of a condition by the Company will not constitute a waiver of any other condition.
The dealer manager for the Tender Offers is Citigroup Global Markets Inc.. Any questions regarding the terms of the Tender Offers should be directed to the Dealer Manager, Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. The information agent and tender agent is D.F. King & Co., Inc. Any questions regarding procedures for tendering Notes or requests for copies of the Offer to Purchase or other documents relating to the Tender Offers should be directed to the information agent for the Tender Offers, D.F. King & Co., Inc., at (800) 628-8538 (toll-free), (212) 269-5550 (all others) or rrc@dfking.com.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase. Nothing contained herein shall constitute an offer of Range’s separately announced
RANGE RESOURCES CORPORATION (NYSE: RRC) is a leading U.S. independent natural gas and NGL producer with operations focused in stacked-pay projects in the Appalachian Basin. The Company pursues an organic development 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.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including those related to the completion of the Debt Financing and Tender Offers. These statements are based on expectations and assumptions that Range’s management believes are reasonable based on currently available information; however, there is no assurance that these expectations and assumptions can or will be met. Any number of factors could cause actual results to differ materially from those in this press release, including, but not limited to, the satisfaction of the Debt Financing and all conditions set forth in the Offer to Purchase, not all of which are within Range’s control. 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 Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q, which are incorporated herein by reference.
Range Investor Contact:
Laith Sando, Vice President – Investor Relations
817-869-4267
lsando@rangeresources.com
Range Media Contact:
Mark Windle, Manager of Corporate Communications
724-873-3223
mwindle@rangeresources.com
FAQ
What were the results of Range Resources' tender offers as of August 31, 2020?
What is the deadline for Range Resources' cash tender offers?
What is the proration factor for the 2023 Senior Notes in Range Resources' tender offers?
