ITEM 1.01 Entry into a Material Definitive Agreement
On
Some of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In particular, certain of the Initial Purchasers or their affiliates are lenders under the Company's bank credit facility and may receive a portion of the net proceeds from this offering used to repay such bank credit facility. In addition, certain of the Initial Purchasers or their affiliates may hold a portion of the Company's 5.750% senior notes due 2021, 5.875% senior notes due 2022 and/or 5.000% senior notes due 2022 (collectively, the "Target Notes") that may be purchased in the tender offers commenced by the Company to purchase the Target Notes for cash (the "Tender Offers"), and such Initial Purchasers or their affiliates may receive a portion of the net proceeds from this offering.
The Purchase Agreement contains customary representations and warranties of the
parties, conditions to closing, indemnification rights and termination
provisions. The Company has agreed with the Initial Purchasers not to offer or
sell any debt securities issued or guaranteed by the Company having a term of
more than one year other than the Notes for a period of 60 days after the date
of the Purchase Agreement without the prior written consent of
ITEM 7.01 Regulation FD Disclosure
On
The press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 10.1 Purchase Agreement, datedJanuary 9, 2020 , by and amongRange Resources Corporation ,Range Louisiana Operating, LLC ,Range Production Company, LLC ,Range Resources-Appalachia, LLC ,Range Resources-Louisiana, Inc. ,Range Resources-Midcontinent, LLC ,Range Resources-Pine Mountain, Inc. andBofA Securities, Inc. , as representative of the Initial Purchasers. 99.1 Press Release,January 9, 2020 , announcing pricing of the offering of the Notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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