RANGE RESOURCES CORP

Range completed the refinancing, redeeming all of its 9.25% notes due 2026 with the new 4.750% notes.

debt financing

Range priced $500 million of 4.750% senior notes due 2030 to redeem all of its 9.25% notes due 2026 -- roughly halving that slice of its borrowing cost as its credit profile recovered with stronger gas prices.

material agreement

Range disclosed it would restate its first three 2020 quarters' financial statements for a deferred-tax accounting error tied to CARES Act tax law changes, and disclosed a related material weakness in its internal controls; the error had no effect on cash flows.

financial restatement

Range priced $550 million of 9.25% senior notes due 2026 -- nearly double the coupon on its 2015 notes -- to fund tender offers retiring its 2021 and 2022 notes, reflecting a much tougher credit market.

material agreement

Range reached a second, tougher governance agreement with SailingStone Capital Partners (by then holding about 17% of Range's stock): two new independent directors, the board capped at nine members, and separation of the Chairman and CEO roles.

material agreement

Range completed its merger with Memorial Resource Development on September 16, 2016, issuing 77,042,749 new shares to former MRD holders after 99%-plus shareholder approval; MRD's credit facility was terminated and MRD director Robert Innamorati joined Range's now ten-member board.

asset acquisition disposition

Range settled with activist investor SailingStone Capital Partners via a Voting Support and Nomination Agreement: the two sides would jointly pick a new independent director with an oil-and-gas engineering background, Range would adopt a shareholder engagement policy, and add new performance criteria to its incentive-pay program.

material agreement

Amendment No. 1 added a litigation section -- a Memorial shareholder filed a class action against the company and its board over the merger on 11 July 2016 -- and a risk factor about what happens to the stock afterwards: MRD Holdco, three related private equity funds, holds about 36% of Memorial and intends to distribute roughly 26% of Memorial's shares to some 500 limited partners after the vote but before completion, with no lock-up on the Range shares they receive.

business combination

Range filed the joint proxy statement/prospectus (Form S-4) registering the new Range shares to be issued in the pending Memorial Resource Development merger.

business combination

Range agreed to acquire Memorial Resource Development Corp. in an all-stock merger (0.375 Range shares per MRD share), moving Range into MRD's Terryville/North Louisiana Cotton Valley and Haynesville gas play; MRD would get a seat on Range's board once the deal closes.

business combination

Range completed the $750 million 4.875% notes offering, using the proceeds to refinance away its 6.75% notes due 2020 at a lower rate and a longer maturity.

debt financing

Range priced $750 million of 4.875% senior notes due 2025, intending to use the proceeds to pay down its bank credit facility ahead of redeeming its more expensive 6.75% subordinated notes due 2020.

material agreement

Range closed a swap of its Conger, Texas (Permian Basin) assets for producing properties in Virginia plus $145 million cash from an EQT Corporation subsidiary -- trading Permian exposure for Appalachian-region assets and cash.

asset acquisition disposition