Item 8.01. Other Events.
On August 31, 2016, Range Resources Corporation ("Range") announced that it has
extended its previously announced exchange offers for certain of Range's and
Memorial Resource Development Corp.'s ("Memorial") notes and the cash tender
offers for Memorial's notes (collectively, the "Offers"), in order to coincide
with the expected closing of Range's acquisition of Memorial. Accordingly, the
Offers will expire at 6:00 a.m. New York City time, on September 16, 2016. All
other applicable terms and conditions of the Offers remain unchanged.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Important Additional Information
This Current Report on Form 8-K ("Form 8-K") does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This Form 8-K is being made in respect of transactions
related to the proposed merger transaction involving Range and Memorial.
In connection with the Merger, Range has filed with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-4 (333-211994) on
June 13, 2016, as amended, which has been declared effective by the SEC and
includes a joint proxy statement of Range and Memorial and also constitutes a
prospectus of Range. Each of Range and Memorial also plan to file other relevant
documents with the SEC regarding the Merger. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act. The definitive joint proxy statement/prospectus(es) for each
of Range and/or Memorial have been mailed to shareholders of Range and/or
Memorial, as applicable.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE MERGER, INVESTORS
AND SECURITY HOLDERS OF RANGE AND/OR MEMORIAL ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the joint proxy
statement/prospectus, any amendments or supplements thereto and other documents
containing important information about Range and Memorial, once such documents
are filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by Range will be
available free of charge on Range's website at http://www.rangeresources.com/
under the heading "Investors" or by contacting Range's Investor Relations
Department by email at firstname.lastname@example.org, email@example.com,
firstname.lastname@example.org, or by phone at 817-869-4267. Copies of the
documents filed with the SEC by Memorial will be available free of charge on
Memorial's website at http://www.memorialrd.com under the heading "Investor
Relations" or by phone at 713-588-8339.
Participants in the Solicitation
Range, Memorial and certain of their respective directors, executive officers
and other members of management and employees may be deemed to be participants
in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of Memorial is set forth
in its proxy statement for its 2016 annual meeting of shareholders, which was
filed with the SEC on April 1, 2016. Information about the directors and
executive officers of Range is set forth in its proxy statement for its 2016
annual meeting of stockholders, which was filed with the SEC on April 8, 2016.
These documents can be obtained free of charge from the sources indicated above.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
Investors should read the joint proxy statement/prospectus carefully before
making any voting or investment decisions regarding the Merger. Investors may
obtain free copies of these documents from Range or Memorial using the sources
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K contains certain "forward-looking statements" within the meaning
of federal securities laws, including within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 that are not
limited to historical facts, but reflect Range's current beliefs, expectations
or intentions regarding future events. Words such as "may," "will," "could,"
"should," "expect," "plan," "project," "intend," "anticipate," "believe,"
"estimate," "predict," "potential," "pursue," "target," "continue," and similar
expressions are intended to identify such forward-looking statements. The
statements in this press release that are not historical statements, including
statements regarding the expected timetable for completing the proposed
transaction, benefits and synergies of the proposed transaction, costs and other
anticipated financial impacts of the proposed transaction; the combined
company's plans, objectives, future opportunities for the combined company and
products, future financial performance and operating results and any other
statements regarding Range's and Memorial's future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or performance
that are not historical facts, are forward-looking statements within the meaning
of the federal securities laws. Furthermore, the statements relating to the
proposed transaction are subject to numerous risks and uncertainties, many of
which are beyond Range's or Memorial's control, which could cause actual results
to differ materially from the results expressed or implied by the statements.
These risks and uncertainties include, but are not limited to: failure to obtain
the required votes of Range's or Memorial's shareholders; the timing to
consummate the proposed transaction; satisfaction of the conditions to closing
of the proposed transaction may not be satisfied or that the closing of the
proposed transaction otherwise does not occur; the risk that a regulatory
approval that may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated; the diversion of
management time on transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Range and Memorial; the effects of the
business combination of Range and Memorial, including the combined company's
future financial condition, results of operations, strategy and plans; potential
adverse reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; expected synergies and
other benefits from the proposed transaction and the ability of Range to realize
such synergies and other benefits; expectations regarding regulatory approval of
the transaction; results of litigation, settlements and investigations; and
actions by third parties, including governmental agencies; changes in the demand
for or price of oil and/or natural gas can be significantly impacted by weakness
in the worldwide economy; consequences of audits and investigations by
government agencies and legislative bodies and related publicity and potential
adverse proceedings by such agencies; compliance with environmental laws;
changes in government regulations and regulatory requirements, particularly
those related to oil and natural gas exploration; compliance with laws related
to income taxes and assumptions regarding the generation of future taxable
income; weather-related issues; changes in capital spending by customers; delays
or failures by customers to make payments owed to us; impairment of oil and
natural gas properties; structural changes in the oil and natural gas industry;
and maintaining a highly skilled workforce. Range's and Memorial's respective
reports on Form 10-K for the year ended December 31, 2015, Form 10-Q for the
quarter ended March 31, 2016 and June 30, 2016, recent Current Reports on Form
8-K, and other SEC filings, including the registration statement on Form S-4, as
amended, that includes a joint proxy statement of Range and Memorial and
constitutes a prospectus of Range, discuss some of the important risk factors
identified that may affect these factors and Range's and Memorial's respective
business, results of operations and financial condition. Range and Memorial
undertake no obligation to revise or update publicly any forward-looking
statements for any reason. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release issued by Range Resources Corporation dated August 31, 2016
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