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| RRC > SEC Filings for RRC > Form 8-K on 6-Mar-2013 | All Recent SEC Filings |
6-Mar-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhibit
On March 4, 2013, Range Resources Corporation (the "Company") entered into a Purchase Agreement (the "Purchase Agreement"), among the Company, American Energy Systems, LLC, Energy Assets Operating Company, LLC, Range Energy Services Company, LLC, Range Operating New Mexico, LLC, Range Production Company, Range Resources-Appalachia, LLC, Range Resources-Midcontinent, LLC, Range Resources-Pine Mountain, Inc. and Range Texas Production, LLC (collectively, the "Guarantors"), J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers named therein (the "Initial Purchasers"), by which the Company agreed to issue and sell, and the Initial Purchasers agreed to purchase, $750 million aggregate principal amount of its 5% Senior Subordinated Notes due 2023 (the "Notes") in accordance with exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") afforded by Rule 144A and Regulation S under the Securities Act. The Notes will be fully and unconditionally guaranteed by the Guarantors. The Notes will be issued at par for net proceeds of approximately $737.8 million after deducting the Initial Purchasers' discounts and estimated expenses of the offering payable by the Company. The Company intends to use the net proceeds from this offering to repay borrowings under its bank credit facility. The Notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The Purchase Agreement contains customary representations and warranties of the parties, conditions to closing, indemnification rights and termination provisions. The Company has agreed with the Initial Purchasers not to offer or sell any debt securities issued or guaranteed by the Company having a term of more than one year other than the Notes for a period of 60 days after the date of the Purchase Agreement without the prior written consent of J.P. Morgan Securities LLC. Closing is scheduled to occur on March 18, 2013, subject to customary closing conditions.
A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.
(d) Exhibits.
Exhibit
Number Description
10.1 Purchase Agreement, dated March 4, 2013, among the Company, the
Guarantors and J.P. Morgan Securities LLC and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as representatives of the Initial
Purchasers.
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