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| RRC > SEC Filings for RRC > Form 8-K on 14-May-2009 | All Recent SEC Filings |
14-May-2009
Entry into a Material Definitive Agreement
• Mountain Front Partners, LLC;
• Range Energy I, Inc.;
• Range Energy Services Company;
• Range HoldCo, Inc.;
• Range Operating New Mexico, Inc.;
• Range Operating Texas, LLC;
• Range Production Company;
• Range Resources - Appalachia, LLC;
• Range Resources - Midcontinent, LLC;
• Range Resources - Pine Mountain, Inc.;
• Range Texas Production, LLC; and
• REVC Holdco, LLC
The terms of the Notes are governed by the Indenture, dated as of May 14,
2009 (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 May 14, 2009 (the
"Supplemental Indenture"). The notes will mature on May 15, 2019. Interest will
accrue from May 14, 2009, and the first interest payment date will be
November 15, 2009. Range may redeem some or all of the notes at any time on or
after May 15, 2014 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 15, 2012. Range may also redeem the notes prior to May 15, 2014 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 11, 2009, as filed by Range and the Subsidiary
Guarantors with the Securities and Exchange Commission (the "Commission") on
May 12, 2009. 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 May 11, 2009 (the "Registration Statement").
The Notes were sold pursuant to an Underwriting Agreement, dated May 11, 2009
(the "Underwriting Agreement"), by and among Range and J.P. Morgan Securities
Inc., Banc of America Securities LLC and Wachovia
Capital Markets, 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 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 11, 2009, 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 11, 2009, by and among Range Resources
Corporation and J.P. Morgan Securities Inc., Banc of America Securities
LLC and Wachovia Capital Markets, LLC.
4.1 Indenture, dated May 14, 2009, among Range Resources Corporation, the
subsidiary guarantors named therein and The Bank of New York Mellon
Trust Company, N.A., as trustee.
4.2 First Supplemental Indenture, dated May 14, 2009, among Range Resources
Corporation, the subsidiary guarantors named therein and The Bank of New
York Mellon Trust Company, N.A., as trustee, including the form of 8%
Senior Subordinated Notes due 2019.
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 11, 2009
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