Past year: ▼ 16%(9.67 – 17.69 USD)
Each one in plain English, with the numbers worked through for a shareholder.
28 Oct 2021business combination● Neutral
Range Resources Corporation filed a registration statement offering to exchange $600,000,000 of 8.250% Senior Notes due 2029, issued January 8, 2021, for identical notes registered with the SEC. Range Resources - Louisiana, Inc. is listed as one of the guarantor subsidiaries. This is a routine debt registration step with the terms stated to be identical to the old notes.
5 Nov 2020business combination● Neutral
Range Resources Corporation filed a registration statement offering to exchange $850,000,000 of 9.250% Senior Notes due 2026, issued January 24, 2020 and September 1, 2020, for identical notes registered with the SEC. Range Resources - Louisiana, Inc. is again listed as a guarantor. This is a routine debt registration step with no change to the terms stated in the filing.
9 Aug 2017business combination● Neutral
Range Resources Corporation filed a registration statement offering to swap its privately issued notes for identical SEC-registered ones: $475,952,000 of 5.75% notes due 2021, $329,244,000 of 5.875% notes due 2022, $580,032,000 of 5.00% notes due 2022 and $741,531,000 of 5.00% notes due 2023. Range Resources - Louisiana, Inc. is listed as an additional registrant that will guarantee the notes. The filing says the new notes' terms are substantially identical to the old ones and that Range receives no proceeds. For shareholders it is a debt paperwork step, not a change in the business. The $329,244,000 5.875% 2022 series matches the 5.875% 2022 notes in the 2016 merger context (the context showed $600M, so the lower figure implies a partial exchange; that is an inference).
26 Sept 2016listing compliance notice▼ BadMajor
Range Resources - Louisiana, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
16 Sept 2016business combination● NeutralMajor
The Range merger closed on September 16, 2016 after MRD stockholders approved it on September 15 (174,131,324 for, 3,093,772 against, 398,502 abstaining). Each MRD share, including restricted shares that vested immediately beforehand, became 0.375 of a Range share, with cash for fractions priced at $41.0766 per Range share. MRD is now a wholly owned subsidiary of Range; its Nasdaq trading was suspended, delisting is being requested, and it plans to file Form 15 to end its reporting. The Bank of America credit facility was repaid and terminated. All seven directors resigned (Robert Innamorati joined Range's board), and the six named officers, including CEO Jay Graham, were terminated without cause.
16 Sept 2016listing compliance notice▼ BadMajor
Range Resources - Louisiana, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
16 Sept 2016listing compliance notice● NeutralMajor
Range Resources - Louisiana, Inc.'s exchange filed to remove a class of its securities from listing.
26 Aug 2016material agreement● Neutral
Holders of enough of the 5.875% senior notes due 2022 consented to changes in the notes' rules, after Range launched offers on August 3, 2016 to swap them for new Range notes (up to $600M) or buy them for cash. The changes remove most restrictive covenants and certain events of default, and redefine 'change of control' so the merger does not trigger the requirement to offer to repurchase the notes at 101%. The changes only take effect if the merger closes. This partly answers the open question on the 2022 notes, though the final exchange/tender results are not given.
10 Aug 2016business combination● NeutralMajor
The final joint proxy statement for the Range merger was filed, setting out the terms: each MRD share converts into 0.375 of a Range share (fixed ratio), with merger consideration of about $3.2 billion based on Range's May 13, 2016 closing price. Existing Range holders would own about 69% of Range and former MRD holders about 31%. Holders of about 47.7% of MRD shares (MRD Holdco, Graham, Bahr, WHR Incentive) have agreed to vote in favour, and another roughly 2.7% must vote as MRD Holdco directs, so the filing calls approval 'nearly assured'. The merger is intended to be tax-free for MRD holders except for cash paid for fractional shares.
18 July 2016business combination● Neutral
The company's stockholders will vote on the Range Resources merger at a special meeting on September 15, 2016; only holders of record at the close of business on August 10, 2016 can vote. The filing restates the deal terms (0.375 Range share per MRD share) and says closing is expected in the third quarter of 2016, subject to MRD and Range stockholder approval and other closing conditions.
1 June 2016asset acquisition disposition● NeutralMajor
On June 1, 2016, MRD sold Memorial Production Partners GP LLC (general partner of MEMP), Beta Operating Company, LLC and MEMP Services LLC to MEMP for $0.75M, so it no longer controls MEMP. The filing treats it as a discontinued operation, and pro forma statements show, for example, 2015 oil and gas sales falling from $729.5M to $374.0M without these entities. This completes the MEMP sale that was a closing condition of the Range merger (the merger itself is still pending).
17 May 2016business combination● NeutralMajor
On May 15, 2016, MRD agreed to be acquired by Range Resources Corporation: each MRD share converts into 0.375 of a Range share, and MRD becomes a wholly owned Range subsidiary. Closing needs MRD and Range stockholder approval, an effective S-4, NYSE listing, HSR clearance, and completion of MRD's previously announced sale of Memorial Production Partners GP LLC to MEMP. Termination fees could be $75M payable by MRD, or $125M or $300M payable by Range, with a $25M expense reimbursement in some cases. MRD Holdco, Jay Graham, WHR Incentive LLC and Anthony Bahr signed a voting agreement to support the deal. This is the start of the merger that would end MRD's independent public listing, but it is not yet completed or approved.
25 Sept 2015material agreement● NeutralMajor
MRD sold 12,000,000 new shares at $17.60 to Barclays, and the underwriter took up its full 1,800,000-share extra option on Sept 22, 2015. Net proceeds are about $238.5M, intended to fund part of the pending North Louisiana acquisition; if that deal does not complete, the money goes to general corporate purposes, possibly including repaying revolver debt. Existing shareholders are diluted by the added shares, which is a direct result of the acquisition announced Sept 21 and follows the Sept 21 prospectus supplement.
21 Sept 2015debt financing▲ GoodMajor
MRD's lenders raised the revolving credit facility's borrowing base from $725M to $1.0B (the Fifth Amendment, Sept 18, 2015), with a possible rise to $1.05B if a separate potential acquisition closes before Dec 31, 2015. MRD also agreed, through MRD Operating LLC, to buy producing and non-producing Louisiana oil and gas properties from Rockcliff-QLS Joint Venture LLC for about $284M (effective Aug 1, 2015, expected to close in Q4 2015), to be funded initially from the credit facility and other external financing. The accompanying press release describes the acreage as about 45,807 gross (45,121 net) acres in Jackson and Lincoln Parishes, plus an option to lease up to 39,619 net acres through February 2017. This raises the April 2015 borrowing base and extends the North Louisiana expansion.
17 Apr 2015material agreement● NeutralMajor
On April 14, 2015 MRD's subsidiary MRD Operating LLC signed an amended and restated gas processing agreement and four other midstream agreements (area of mutual interest, gathering, gas transportation, transportation services) with PennTex North Louisiana entities, with 15-year primary terms. PennTex is a joint venture of Natural Gas Partners affiliates in which an MRD Holdco subsidiary holds a minority stake, so these are related-party deals that the audit committee reviewed and approved. Once the first plant is operational MRD must pay a minimum processing fee of about $18.3 million a year, rising to about $55.0 million a year once the second plant is operational, plus gathering and transportation charges; it also gives PennTex exclusive rights to build MRD's midstream infrastructure in northern Louisiana. The filing says Operating was already obligated to enter these under a March 2014 agreement.
17 Apr 2015business combination● Neutral
MRD filed a registration statement (Form S-4) on April 17, 2015 for the exchange offer promised when it issued the notes: holders of up to $600,000,000 of unregistered 5.875% Senior Notes due 2022 (issued July 10, 2014) can swap them for registered notes with materially identical terms. The filing says the new notes are guaranteed by Beta Operating Company, LLC, Memorial Resource Finance Corp. and MRD Operating LLC. The exchange does not change the debt amount or terms; the expiry date was blank in the draft, and the document is not yet effective. This continues the exchange-offer thread from the July 2014 notes.
14 Apr 2015debt financing▲ Good
The December 2014 $50.0 million buyback finished in March 2015 with 2,888,684 shares repurchased (and, per the press release, retired). On April 13-14, 2015 MRD signed a fourth credit agreement amendment and its board authorized a new buyback of up to $50.0 million, again with no obligation to buy. The press release also says the banks re-affirmed the $725.0 million borrowing base, with the next redetermination scheduled for October 1, 2015.
15 Dec 2014debt financing▲ GoodMajor
On December 9, 2014 MRD and Bank of America (agent) amended its June 18, 2014 credit agreement (third amendment) to allow repurchases of up to $50 million of its equity. On December 15, 2014 MRD's board authorized a buyback of up to $50.0 million of common stock; the company is not obliged to buy any amount and may suspend the program at any time.
18 Nov 2014material agreement● NeutralMajor
On November 12, 2014 the parent, Memorial Resource Development Corp. (MRD), signed an underwriting agreement for a secondary offering in which MRD Holdco LLC and other selling stockholders sold 30,000,000 shares at $23.00 each (with an option for 4,500,000 more); it closed November 18, 2014. MRD received no proceeds, so this moves existing shares from the large holder to the public rather than raising money for the company; it follows the June 2014 IPO, where Holdco was the selling stockholder for the larger part.
16 July 2014debt financing● NeutralMajor
The company completed its $600 million private placement of 5.875% Senior Notes due 2022 on July 10, 2014, unsecured and guaranteed by subsidiaries, maturing July 1, 2022, with interest paid each January 1 and July 1 starting January 1, 2015. It also agreed to offer registered exchange notes within about 365 days. On July 16, 2014 the full $350 million of the PIK Notes was redeemed at 102% of principal plus accrued interest, using the money deposited earlier, which completes the redemption set out in the previous filing.
2 July 2014asset acquisition disposition● NeutralMajor
The company deposited about $360 million with the trustee on June 27, 2014 to redeem all of its 10.00%/10.75% Senior PIK Toggle Notes due 2018 at 102% of principal on July 16, 2014, discharging that debt. Separately, its consolidated subsidiary Memorial Production Partners LP closed its purchase of Wyoming oil and NGL properties from Merit Energy on July 1, 2014 for an adjusted price of about $915.1 million, funded with borrowings under the Partnership's revolving credit facility. The filing includes financial statements for the acquired properties and pro forma financials.
26 June 2014debt financing● NeutralMajor
On June 25, 2014 the company agreed to sell $600 million of 5.875% senior unsecured notes due 2022 at par to initial purchasers led by Citigroup, for net proceeds of about $586.0 million, to repay part of the borrowings under its revolving credit facility. The offering was upsized from the $300 million announced on June 23, and closing was expected on or about July 10, 2014.
24 June 2014asset acquisition disposition● NeutralMajor
The parent, Memorial Resource Development Corp., closed its IPO on June 18, 2014: 49,220,000 shares at $19.00, of which the company sold 21,500,000 and a selling stockholder sold 27,720,000 (the company got no proceeds from the latter). It also signed a five-year, $2.0 billion secured revolving credit facility with an initial $725 million borrowing base, a voting agreement under which MRD Holdco directs the other holders' votes, a services agreement under which WildHorse Resources Management Company manages certain operations for twelve months for a monthly fee, and a registration rights agreement. Contribution agreements and a merger agreement are also referenced, but their terms were cut off in the text provided. This is the first filing under the parent's name, so how it relates to Range Resources - Louisiana, Inc. is not stated in the text (the earlier insider notices, including Anthony Bahr, who is named here as a board observer, fit with this listing).
12 June 2014listing compliance notice▲ GoodMajor
Nasdaq certified Range Resources - Louisiana, Inc.'s securities for listing, clearing them to begin trading.
