ITEM 1.01 Entry into a Material Definitive Agreement
On
The Company estimates that the net proceeds of the offering will be
approximately
The Notes have not been and will not be registered under the Securities Act or
the securities laws of any state and may not be offered or sold in
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 may hold a portion of the 2026 Senior Notes that may be redeemed by the Company, and such Initial Purchasers or their affiliates may receive a portion of the net proceeds from the 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
A copy of the Purchase Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.
ITEM 7.01 Regulation FD Disclosure
On
On
The press releases 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.
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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 Exhibits 99.1 and 99.2, 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 13, 2022 , by and amongRange Resources Corporation ,Range Production Company, LLC ,Range Resources-Appalachia, LLC ,Range Resources-Louisiana, Inc. ,Range Resources-Midcontinent, LLC ,Range Resources-Pine Mountain, Inc. andWells Fargo Securities, LLC , as representative of the Initial Purchasers. 99.1 Press Release,January 13, 2022 , announcing the offering of the Notes. 99.2 Press Release,January 13, 2022 , announcing pricing of the offering of the Notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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