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): May 18, 2006
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-9592
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34-1312571 |
| (State or other jurisdiction of
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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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| 777 Main Street, Suite 800 |
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| Ft. Worth, Texas
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76102 |
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(Zip Code) |
| 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 May 23, 2006, Range Resources Corporation (“Range”) completed the public offering of $150
million aggregate principal amount of 71/2% Senior Subordinated Notes due 2016 (the “Notes”), which
are fully and unconditionally guaranteed on a senior subordinated basis by certain of Range’s
subsidiaries: Great Lakes Energy Partners, L.L.C., PMOG Holdings, Inc., Range Energy I, Inc., Range
HoldCo, Inc., Range Production I, L.P., Range Production Company, Range Energy Ventures
Corporation, and Range Operating New Mexico, Inc. (the “Subsidiary Guarantors”). The terms of the
Notes are governed by the Indenture, dated as of May 23, 2006 (the “Indenture”), by and among
Range, the Subsidiary Guarantors and J.P. Morgan Trust Company, N.A., as trustee (the “Trustee”),
as supplemented by the First Supplemental Indenture, dated as of May 23, 2006 (the “First
Supplemental Indenture”). The Indenture is filed herewith as Exhibit 4.1 and is incorporated
herein by reference. The First Supplemental Indenture is filed herewith as Exhibit 4.2 and is
incorporated herein by reference. The material terms of the Notes, the Indenture and the
Supplemental Indenture are described in the prospectus supplement, dated May 18, 2006, as filed by
Range and the Subsidiary Guarantors with the Commission on May 19, 2006.
Range and the Subsidiary Guarantors registered the sale of the Notes and the underlying
guarantees with the Securities and Exchange Commission (the “Commission”) pursuant to a
Registration Statement on Form S-3 filed on May 16, 2006, as amended by Post-Effective Amendment
No. 1 thereto filed on May 17, 2006 (the “Registration Statement”).
The Notes were sold pursuant to an Underwriting Agreement, dated May 18, 2006 (the
“Underwriting Agreement”), by and between Range and J.P. Morgan Securities Inc., as representative
of the several underwriters named therein (the “Underwriters”). 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 has
agreed with the Underwriters not to offer or sell any debt securities issued or guaranteed by Range
having a term of more than one year (other than the Notes) for a period of 90 days after the date
of the Underwriting Agreement without the prior written consent of J.P. Morgan Securities Inc.
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 bank credit facility and will receive the net proceeds from the offering of the Notes
used to pay down our bank 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
The information provided under Item 1.01 in this Current Report on Form 8-K regarding the
Indenture, the Supplemental Indenture and the related guarantees is incorporated by reference into
this Item 2.03.
Item 8.01 Other Events.
In connection with the offering of the Notes, Range and the Subsidiary Guarantors are also
filing certain other exhibits as part of this Current Report on Form 8-K that are to be
incorporated by reference into the Registration Statement, including the Form of Note and the
opinion of Vinson & Elkins L.L.P., which are filed herewith as Exhibits 4.3 and 5.1, respectively,
and incorporated herein by reference.
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