e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 1, 2008
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-12209
|
|
34-1312571 |
| (State or other jurisdiction of
|
|
(Commission
|
|
(IRS Employer |
| incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
|
100 Throckmorton Street, Suite 1200
|
|
|
Ft. Worth, Texas
|
|
76102 |
(Address of principal
|
|
(Zip Code) |
| executive offices) |
|
|
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On
May 6, 2008, Range Resources Corporation (“Range”) completed the public offering of
$250,000,000 million aggregate principal amount of
71/4% Senior Subordinated Notes due 2018 (the
“Notes”), which are fully and unconditionally guaranteed on a senior subordinated basis by certain
of Range’s subsidiaries (collectively, the “Subsidiary Guarantors”):
| |
• |
|
Mountain Front Partners, LLC; |
| |
| |
• |
|
Pine Mountain Acquisition, Inc.; |
| |
| |
• |
|
PMOG Holdings, Inc.; |
| |
| |
• |
|
Range Energy I, Inc.; |
| |
| |
• |
|
Range HoldCo, Inc.; |
| |
| |
• |
|
Range Operating New Mexico, Inc.; |
| |
| |
• |
|
Range Operating Texas, L.L.C.; |
| |
| |
• |
|
Range Production Company; |
| |
| |
• |
|
Range Resources — Appalachia, LLC; |
| |
| |
• |
|
Range Resources — Pine Mountain, Inc.; |
| |
| |
• |
|
Range Texas Production, L.L.C.; |
| |
| |
• |
|
REVC Holdco, LLC; |
| |
| |
• |
|
Stroud Energy GP, LLC; |
| |
| |
• |
|
Stroud Energy LP, LLC; |
| |
| |
• |
|
Stroud Energy, Ltd.; |
| |
| |
• |
|
Stroud Energy Management GP, LLC; and |
| |
| |
• |
|
Stroud Oil Properties, LP |
The
terms of the Notes are governed by the Indenture, dated as of May 6, 2008 (the
“Indenture”), by and among Range, the Subsidiary Guarantors and The Bank of New York Trust Company,
N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of
May 6, 2008 (the “Supplemental Indenture”). The notes will
mature on May 1, 2018. Interest will accrue from May 6, 2008, and the first interest payment date will be
November 1, 2008. Range may redeem some or all of
the notes at any time on or after
May 1, 2013 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
May 1, 2011. Range may also redeem the notes prior to
May 1, 2013 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 May 1, 2008, as filed by Range and the Subsidiary
Guarantors with the Securities and Exchange Commission (the
“Commission”) on May 2, 2008.
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 April 28,
2008 (the “Registration Statement”).
The
Notes were sold pursuant to an Underwriting Agreement, dated May 1, 2008 (the
“Underwriting Agreement”), by and among Range and J.P.
Morgan Securities Inc. and Banc of America
Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”).
The Underwriting Agreement contains customary representations, warranties and agreements by Range,
and customary conditions to closing, indemnification rights, obligations of the parties and
termination provisions. Range has agreed with the Underwriters not to offer or sell any debt
securities issued or guaranteed by Range having a term of more than
1
one year (other than the Notes)
for a period of 60 days after the date of the Underwriting Agreement without the prior written
consent of J.P. Morgan Securities Inc.
The Underwriters or their affiliates have from time to time provided investment banking,
commercial banking and financial advisory services to Range and its affiliates, for which they have
received customary compensation. The Underwriters and their affiliates may provide similar
services in the future. In particular, certain of the underwriters or
their affiliates are lenders under Range’s senior credit facility
and will receive a portion of the note proceeds from this offering.
In addition, from time to time, certain of the Underwriters and their affiliates may effect
transactions for their own account or the account of customers, and hold on behalf of themselves or
their customers, long or short positions in Range’s debt or equity securities or loans, and may do
so in the future.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
Item 2.03 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.
Item 7.01 Regulation FD Disclosure.
On
May 1, 2008, Range issued a press release announcing the pricing of the public offering
of the Notes. 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 |
1.1
|
|
Underwriting Agreement, dated May
1, 2008 by and among Range
Resources Corporation and J.P. Morgan Securities Inc., and Banc of
America Securities LLC. |
| |
4.1
|
|
Indenture, dated May 6, 2008, among Range Resources
Corporation, the subsidiary guarantors named therein and The Bank
of New York Trust Company, N.A., as trustee. |
| |
4.2
|
|
First Supplemental Indenture, dated
May 6, 2008, among Range
Resources Corporation, the subsidiary guarantors named therein and
The Bank of New York Trust Company, N.A., as trustee, including
the form of
71/4% Senior Subordinated Notes due 2018. |
| |
5.1
|
|
Opinion of Vinson & Elkins L.L.P. |
| |
23.1
|
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) |
| |
99.1
|
|
Press Release, dated May 1, 2008 |
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 |
|
|
|
|
|
|
Senior Vice President –
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
Date: May
6, 2008
3
EXHIBIT INDEX
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
1.1
|
|
Underwriting Agreement, dated May
1, 2008 by and among Range
Resources Corporation and J.P. Morgan Securities Inc., and Bank of
America Securities LLC. |
| |
4.1
|
|
Indenture, dated May 6, 2008, among Range Resources
Corporation, the subsidiary guarantors named therein and The Bank
of New York Trust Company, N.A., as trustee. |
| |
4.2
|
|
First Supplemental Indenture, dated
May 6, 2008, among Range
Resources Corporation, the subsidiary guarantors named therein and
The Bank of New York Trust Company, N.A., as trustee, including
the form of
71/4% Senior Subordinated Notes due 2018. |
| |
5.1
|
|
Opinion of Vinson & Elkins L.L.P. |
| |
23.1
|
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) |
| |
99.1
|
|
Press Release, dated May 1, 2008 |