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RANGE RESOURCES CORP — Capital/Financing Update 2010
Jul 29, 2010
30675_rns_2010-07-29_2d0ed90c-fe0b-4f81-965a-554238a6c51e.zip
Capital/Financing Update
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Issuer Free Writing Prospectus, dated July 29, 2010 Filed pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No. 333-168371
| Issuer: | Range Resources Corporation |
|---|---|
| Guarantors: | American Energy Systems, LLC |
| Energy Assets Operating Company, LLC | |
| Oil & Gas Title Abstracting, LLC | |
| Range Energy Services Company, LLC | |
| Range Gathering & Processing Company, LLC | |
| Range Operating New Mexico, LLC | |
| Range Production Company | |
| Range Resources Appalachia, LLC | |
| Range Resources Midcontinent, LLC | |
| Range Resources Pine Mountain, Inc. | |
| Range Texas Production, LLC | |
| Security Description: | Senior Subordinated Notes |
| Distribution: | SEC Registered |
| Face: | $500,000,000 |
| Gross Proceeds: | $500,000,000 |
| Coupon: | 6.750% |
| Net | |
| Proceeds (after deducting discounts to the underwriters and estimated | |
| expenses of the offering): | $490,750,000 |
| Maturity: | August 1, 2020 |
| Offering Price: | 100.00% |
| Yield to Maturity: | 6.750% |
| Spread to Treasury: | 375 bps |
| Benchmark: | UST 3.5% due 5/15/2020 |
| Ratings: | Ba3/BB |
| Interest Pay Dates: | February 1, and |
| August 1 | |
| Beginning: | February 1, 2011 |
| Clawback: | Up to 35% at 106.75% |
| Until: | August 1, 2013 |
| Optional redemption: | Makewhole call @ T+50 bps prior to August 1, 2015, then: |
| On or after: | |
|---|---|
| August 1, 2015 | 103.375 % |
| August 1, 2016 | 102.250 % |
| August 1, 2017 | 101.125 % |
| August 1, 2018 and thereafter | 100.000 % |
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| Change of control: | Put @ 101% of principal plus accrued interest |
|---|---|
| Trade Date: | July 29, 2010 |
| Settlement Date: | (T+10) August 12, 2010 |
| CUSIP: | 75281AAL3 |
| ISIN: | US75281AAL35 |
| Bookrunners: | J.P. Morgan Securities Inc. |
| Banc of America Securities LLC | |
| Wells Fargo Securities, LLC | |
| Co-Managers: | Barclays Capital Inc. |
| Credit Suisse Securities (USA) LLC | |
| Deutsche Bank Securities Inc. | |
| RBC Capital Markets Corporation | |
| BMO Capital Markets Corp. | |
| BNP Paribus Securities Corp. | |
| Citigroup Global Markets Inc. | |
| Credit Agricole Securities (USA) | |
| Inc. | |
| KeyBanc Capital Markets Inc. | |
| SunTrust Robinson Humphrey, Inc. | |
| BBVA Securities Inc. | |
| Capital One Southcoast, Inc. | |
| Comerica Securities, Inc. | |
| Mitsubishi UFJ Securities (USA), Inc. | |
| Natixis Bleichroeder LLC | |
| Scotia Capital (USA) Inc. | |
| SG Americas Securities, LLC | |
| U.S. Bancorp Investments, Inc |
Additional Information:
We estimate that the net proceeds from this offering (after deducting discounts to the underwriters and estimated expenses of the offering) will be approximately $490.8 million. We intend to use approximately $204.2 million of the net proceeds from this offering to redeem all $200 million in outstanding principal amount of and accrued interest on our 7 3 / 8 % senior subordinated notes due 2013 in accordance with the terms of the indenture under which those notes were issued. The remaining net proceeds will be used to pay down a portion of the outstanding balance on our senior credit facility.
At the quarter ended June 30, 2010, on an as adjusted basis to give effect to this offering and the application of the estimated net proceeds in the manner described above, we had a total capitalization of $4,396 million and total long-term debt of $1,873 million, including $186.7 million outstanding under our senior credit facility and $500 million of indebtedness associated with our new senior subordinated notes. This information supplements the information contained in the capitalization table under the column heading As adjusted on page S-27 of the preliminary prospectus supplement.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-800-245-8812.
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