UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 30, 2008
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-12209
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34-1312571 |
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 100 Throckmorton Street, Suite 1200 |
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| Ft. Worth, Texas
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76102 |
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| executive offices) |
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Registrant’s telephone number, including area code: (817) 870-2601
(Former name or former address, if changed since last report): Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On April 30, 2008, Range Resources Corporation (“Range”) entered into an Underwriting
Agreement (the “Underwriting Agreement”), attached as
Exhibit 1.1 hereto, by and among Range,
J.P. Morgan Securities Inc. and Credit Suisse Securities (USA), LLC, as representatives
(the “Representatives”) of the several underwriters named therein (the “Underwriters”), that provides
for the issuance and sale by Range, and purchase by the Underwriters,
of 4,200,000 shares of common
stock (the “Firm Shares”), subject to an over allotment option for a period of 30 days in favor of the
Underwriters to purchase an additional 630,000 shares (together with
the Firm Shares, the “Shares”). The material terms of the offering of the
Shares are described in the prospectus supplement, dated April 30, 2008, as filed by Range with
the Securities and Exchange Commission (the “Commission”) on May 1, 2008. The Underwriting Agreement contains
customary representations, warranties and agreements by Range, and
customary conditions to closing,
indemnification rights, obligations of the parties and termination provisions. Range, and its
executive officers and directors, have agreed with the Underwriters not to offer or sell any common
stock or securities convertible into or exchangeable or exercisable for any shares of common
stock for a period of 60 days after the date of the Underwriting Agreement without the prior
written consent of the Representatives, provided that Range’s executive officers and directors may
sell up to an aggregate of 1,000,000 shares of common stock in such period without regard to such
restrictions.
The offer and sale of the Shares is registered with the Commission pursuant to a Registration
Statement on Form S-3, filed by Range on June 21, 2006 (the “Registration Statement”).
The Underwriters or their affiliates have from time to time provided investment banking,
commercial banking and financial advisory services to Range and its affiliates, for which they have
received customary compensation. The Underwriters and their affiliates may provide similar services
in the future. In particular, certain of the Underwriters or their affiliates are lenders under Range’s
senior credit facility and will receive a portion of the net proceeds
from this offering used to pay down Range’s
senior credit facility. In addition, from time to time, certain of the Underwriters and their
affiliates may effect transactions for their own account or the account of customers, and hold on
behalf of themselves or their customers, long or short positions in Range’s debt or equity
securities or loans, and may do so in the future.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
Item 8.01 Other Events.
On
May 1, 2008, Range issued a press release announcing the pricing of the offering of the Shares. A copy
of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
1.1
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Underwriting Agreement, dated April
30, 2008 by and among
Range Resources Corporation and J.P. Morgan Securities Inc. and
Credit Suisse Securities (USA), LLC, as representatives of the
several underwriters named therein. |
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5.1
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Opinion of Vinson & Elkins L.L.P. |
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23.1
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Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) |
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99.1
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Press Release, dated May 1, 2008 |
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