OREANDA-NEWS. RANGE RESOURCES CORPORATION today announced that it has extended its previously announced exchange offers for certain of Range’s and Memorial Resource Development Corp.’s (“Memorial”) notes listed in the table below and the cash tender offers for Memorial’s notes listed below (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 (the “Expiration Time”). All other applicable terms and conditions of the Offers remain unchanged. 

As of 5:00 p.m. New York City time, August 30, 2016, the results of the Offers and the related consent solicitations are as follows:

 

Issuer

 Title of Series of
Existing Notes		 CUSIP / ISIN Aggregate Principal
Amount Outstanding		  

Principal Amount of
Existing Notes Validly
Tendered (and not
validly withdrawn)

  

Approximate Percentage
of Existing Notes Validly
Tendered
Memorial Resource
Development Corp.		 5.875% Senior 
Notes due 2022		 58605QAB5 $ 600,000,000  
For Exchange: 
$329,244,000
 

For Cash: 
$269,666,000

 For Exchange: 
54.87%

 
For Cash: 
44.94%
           
Range Resources
Corporation		 5.75% Senior Sub.
Notes due 2021		 75281AAM1 $ 500,000,000   $ 441,473,000     88.29 %
           
Range Resources
Corporation		 5.00% Senior Sub.
Notes due 2022		 75281AAN9 $ 600,000,000   $ 563,997,000     94.00 %
           
Range Resources
Corporation		 5.00% Senior Sub.
Notes due 2023		  75281AAQ2,75281AAP4
/U75295AC6		 $ 750,000,000   $ 737,668,000     98.36 %
 
           
TOTAL     $ 2,450,000,000   $ 2,342,048,000     95.59 %

Since the deadline for holders to validly withdraw tendered notes and validly revoke their consents expired at 5:00 p.m.New York City time, on August 16, 2016, any additional notes tendered and consents delivered may not be validly withdrawn or revoked, except as required by law.  In addition, because the early tender deadline has expired at 5:00 p.m.New York City time, on August 16, 2016 (the “Early Tender Deadline”), the previously announced exchange and payment terms relating to periods after the Early Tender Deadline are now in effect until the Expiration Time.

The new Range notes to be issued in the Offers (the “New Notes”) have not been registered with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws.  The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Only persons who certify that they are (i) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act or (ii) not “U.S. persons” and are outside of the United States within the meaning of Regulation S under the Securities Act, are authorized to receive and review the Offering Memorandum and Consent Solicitation Statement dated August 3, 2016.