Range Resources - Louisiana, Inc.

Range Resources - Louisiana, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

business combination

Range Resources - Louisiana, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Range Resources - Louisiana, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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).

asset acquisition disposition

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.

business combination

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.

material agreement

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.

debt financing

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.

material agreement

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.

debt financing

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.

material agreement

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.

debt financing

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.

asset acquisition disposition

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.

debt financing

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).

asset acquisition disposition

Nasdaq certified Range Resources - Louisiana, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice