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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): December 5, 2007
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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0-9592
(Commission
File Number)
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34-1312571
(IRS Employer
Identification No.) |
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100 Throckmorton Street, Suite 1200
Ft. Worth, Texas
(Address of principal
executive offices)
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76102
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Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 December 5, 2007, Range Resources Corporation (Range) entered into a Purchase Agreement
(the DTE Purchase Agreement) with DTE Gas Resources, LLC, a Michigan limited liability company
(the DTE Seller) and its parent, DTE Energy Company, a Michigan corporation, pursuant to which
Range will purchase certain oil and gas leases, wells and related assets in the Barnett Shale play
located in north central Texas (Dallas, Denton, Ellis, Hill, Johnson, Parker and Tarrant Counties).
The purchase price for these assets, payable at closing, is approximately $268 million, plus the
assumption of certain liabilities.
Also on December 5, 2007, Range entered into a Purchase Agreement (together with the DTE
Purchase Agreement, the Purchase Agreements) with Adexco Production Company, a Texas corporation
(Adexco and, together with the DTE Seller, the Sellers), pursuant to which Range will purchase
certain oil and gas leases, wells and related assets in the Barnett Shale play located in north
central Texas (Dallas, Ellis, Hill, Johnson, Parker and Tarrant Counties). The purchase price for
these assets, payable at closing, is approximately $37 million, plus the assumption of certain
liabilities. Adexco is the co-owner with the DTE Seller of certain oil and gas assets described in
the Purchase Agreements.
In each Purchase Agreement the purchase price is subject to certain adjustments and customary
closing conditions. Specifically, each Purchase Agreement provides for upward and downward
adjustments to the purchase price for a number of factors, including operating costs paid by the
applicable Seller prior to the closing of the transaction, title defects and environmental defects,
if any. Each Purchase Agreement also provides that the parties can terminate the agreement upon
the occurrence of certain events customary for transactions of this type, including, without
limitation, the right of Range or the applicable Seller to terminate the applicable transaction if
the amount of the title defects or environmental defects asserted exceeds 10% of purchase price.
Each of the Sellers and Range has made customary representations, warranties, covenants and
agreements in each of the Purchase Agreements. Range expects to close the transactions
contemplated by the Purchase Agreements as promptly as practicable following the satisfaction of
the closing conditions and anticipates that such closing will occur in January of 2008.
Item 7.01 Regulation FD Disclosure.
On December 10, 2007, Range issued a press release and held a conference call related to the
Purchase Agreements described above. A copy of the press release and a copy of a slide
presentation used by the Company in connection with the conference call are furnished as Exhibits
99.1 and 99.2, respectively, to this Current Report on Form 8-K.
In accordance with General
Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K under
this heading, including Exhibits 99.1 and 99.2, shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Number |
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Description |
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99.1
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Press Release, dated December 10, 2007. |
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99.2
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Slide Presentation, dated December 10, 2007 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RANGE RESOURCES CORPORATION
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By: |
/s/ Rodney L. Waller
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Rodney L. Waller |
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Senior Vice President |
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Date: December 10, 2007
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1
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Press Release, dated December 10, 2007. |
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99.2
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Slide Presentation, dated December 10, 2007 |
exv99w1
Exhibit
99.1
NEWS RELEASE
RANGE EXPANDS BARNETT SHALE HOLDINGS
AND PROVIDES OPERATIONS UPDATE
FORT WORTH, TEXAS, DECEMBER 10, 2007 RANGE RESOURCES CORPORATION (NYSE: RRC) today announced it
is continuing to expand its Barnett Shale holdings in the Fort Worth Basin. Range has entered into
definitive agreements with a subsidiary of DTE Energy Co. (NYSE: DTE) and a private company to
acquire producing and nonproducing Barnett Shale properties for $305 million. The transaction is
expected to close in January 2008, at which time Range will assume operation of the properties.
The properties comprise approximately 14,000 net acres located in Tarrant, Denton, Johnson, Ellis,
Parker and Hill counties, 73% of which is held by production. Current production is 14 Mmcfe per
day, which is expected to increase to approximately 18 Mmcfe per day in the first quarter of 2008
as several newly drilled wells are in the process of being placed on production. The properties
currently contain 51 producing wells and Range has identified 183 drilling locations. Range
estimates proven and unproven reserves attributable to the properties of 334 Bcfe. Range intends
to initially finance the purchase by drawing under its bank credit facility. Range has identified
several non-core properties from its existing property base that it plans to sell in 2008 to help
fund acquisitions. Production from the acquired properties is expected to offset production lost
through these property sales.
In addition to the acquisition, the Company provided an update on recent operational developments.
In the Fort Worth Basin, drilling continues to generate excellent results. Most notable, two
recently drilled wells in northeastern Johnson County were placed on production at initial rates of
7.6 and 6.1 Mmcfe per day. In the Pennsylvania Marcellus Shale play, Ranges horizontal program
continues to achieve encouraging results. At the end of the third quarter, two wells had been
placed online at rates of 1.4 and 3.2 Mmcfe per day. Since then, three additional horizontal wells
have been drilled, completed and tested at initial rates of 3.7, 4.3 and 4.7 Mmcfe per day. In
addition, Ranges technical team is continuing to make solid progress in refining its drilling and
completion technologies and reducing well costs. Recently five vertical shale wells were drilled
and completed at an average cost of less than $850,000 per well. In the Nora field, Range and
partner Equitable Resources, Inc. (NYSE: EQT) have drilled and completed the first horizontal
Devonian Shale well ever drilled in the State of Virginia. The well is located in Dickenson County
where Range holds interest in approximately 250,000 gross acres. The Nora field is located just
southeast of the Big Sandy field, where several successful horizontal shale wells have recently
been drilled by third parties. Ranges well was drilled to a measured depth of 8,150 feet
including a 3,000 foot horizontal interval at a cost of approximately $1.2 million. The well
recently went on to production at an initial rate of 1.1 Mmcfe per day. Due to the success of the
drilling program, Ranges fourth quarter production will exceed the high end of its previous
guidance, which was 333 to 335 Mmcfe per day.
Commenting on the announcement, John Pinkerton, Ranges President and CEO said, Upon the closing
of this transaction, Ranges position in the Barnett Shale will expand to 104,000 net acres and
production will increase to over 90 Mmcfe per day. Many of the
properties to be acquired are in proximity to our existing leasehold position and therefore we have
a high degree of confidence in their productivity. Similar to the $237 million of property sales
completed in 2007, the divestitures contemplated for 2008 should serve to high grade our asset base
and help fund capital expenditures. Importantly, with strong fourth quarter production growth,
exceptional drilling results and the additional Barnett Shale properties to be acquired, Range is
closing 2007 with considerable momentum. We are looking to 2008 with great anticipation.
The Company will host a conference call on Monday, December 10 at 11:00 a.m. ET to review these
results. To participate in the call, please dial 877-407-8035 and ask for the Range Resources
acquisition conference call. A replay of the call will be available through December 17 at
877-660-6853. The account number is 286 and the conference ID for the replay is 265382.
A
simultaneous webcast of the call may be accessed over the Internet at
www.rangeresources.com or
www.vcall.com. To listen, please go to either website in time to register and install any
necessary software. The webcast will be archived for replay on the Companys website for 15 days.
RANGE RESOURCES CORPORATION (NYSE: RRC) is an independent oil and gas company operating in the
Southwestern, Appalachian and Gulf Coast regions of the United States.
Except for historical information, statements made in this release, including those relating to
potential, fourth quarter production, future earnings, cash flow, capital expenditures, production
growth and planned number of wells are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements are based on assumptions and estimates that management believes are reasonable based on
currently available information; however, managements assumptions and the Companys future
performance are subject to a wide range of business risks and uncertainties and there is no
assurance that these goals and projections can or will be met. Any number of factors could cause
actual results to differ materially from those in the forward-looking statements, including, but
not limited to, the volatility of oil and gas prices, the results of our hedging transactions, the
costs and results of drilling and operations, the timing of production, mechanical and other
inherent risks associated with oil and gas production, weather, the availability of drilling
equipment, changes in interest rates, litigation, uncertainties about reserve estimates and
environmental risks. The Company undertakes no obligation to publicly update or revise any
forward-looking statements. Further information on risks and uncertainties is available in the
Companys filings with the Securities and Exchange Commission, which are incorporated by reference.
Ranges internal estimates of reserves, particularly those in the properties recently acquired or
proposed to be acquired where we may have limited review of data or experience with the reserves,
may be subject to revision and may be different from estimates by our external reservoir engineers
at year-end. Although we believe the expectations and forecasts reflected in these and other
forward-looking statements are reasonable, we can give no assurance they will prove to have been
correct. They can be affected by inaccurate assumptions or by known or unknown risks and
uncertainties.
The Securities and Exchange Commission permits oil and gas companies, in filings made with the
Securities and Exchange Commission, to disclose only proved reserves that a company has
demonstrated by actual production or conclusive formation tests to be economically and legally
producible under existing economic and operating conditions. We use certain terms, such as
probable, possible, potential or unproven, that the SECs guidelines strictly prohibit us
from including in filings with the SEC. These estimates are by their nature more speculative than
estimates of proved reserves and accordingly are subject to substantially greater risk of being
actually realized by the Company. While we believe our calculations of unproven drill sites and
estimation of unproven or potential reserves are reasonable, such calculations and estimates have
not been reviewed by third-party engineers. Investors are urged to consider closely the disclosure
in our most recent Annual Report on Form 10-K, available from our website at www.rangersources.com
or by written request to 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102. You can
also obtain this form from the SEC by calling 1-800-SEC-0330.
2007-31
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Contact:
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Rodney Waller, Senior Vice President
David Amend, IR Manager
Karen Giles, Sr. IR Specialist
(817) 870-2601
www.rangeresources.com |
exv99w2
Exhibit 99.2
December 2007
Barnett Shale Acquisition
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DTE Energy - Barnett Acquisition
Properties and operations concentrated in the North
Texas Barnett Shale - core and expanding core area
Core and Expanding Core counties include: Tarrant,
Denton, Johnson, Ellis, Parker and Hill
Leasehold - 14,000 net acres
73% of properties are held by production which reduces
drilling commitments
51 producing wells currently and 183 drilling locations
Production - expected to be 18 Mmcfe/day in 1st quarter
2008
Proven and unproven reserves estimated at 334 Bcfe
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DTE Energy - Barnett Acquisition
Total Consideration $305 million
Sellers are DTE Energy and a private company
Range intends to initially finance by drawing under its
bank credit facility
Plans are to sell several unrelated non-core properties in
2008 to help fund acquisitions
Production attributable to asset sales will be offset by the
acquired properties
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Range's Barnett Shale Properties
After completing the acquisition, Range's Barnett properties:
131,000 gross (104,000 net) acres of leasehold
95% of leasehold in the Core and Expanding Core
Reserves potential in excess of 2.5 Tcf
Production exceeding 90 Mmcfe per day
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Barnett Leasehold
Barnett Leasehold
Existing acreage -
116,000 (90,000 net)
Acquisition acreage -
14,900 (13,700 net)
DTE acreage and producing
wells complement Range's
existing areas of operation
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Except for historical information, statements made in this release, including those relating to significant potential, fourth quarter
production, future earnings, cash flow, capital expenditures, production growth and planned number of wells are forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These statements are based on assumptions and estimates that management believes are reasonable based on
currently available information; however, management's assumptions and the Company's future performance are subject to a
wide range of business risks and uncertainties and there is no assurance that these goals and projections can or will be met.
Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including,
but not limited to, the volatility of oil and gas prices, the results of our hedging transactions, the costs and results of drilling
and operations, the timing of production, mechanical and other inherent risks associated with oil and gas production, weather,
the availability of drilling equipment, changes in interest rates, litigation, uncertainties about reserve estimates and
environmental risks. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
Further information on risks and uncertainties is available in the Company's filings with the Securities and Exchange
Commission, which are incorporated by reference.
Range's internal estimates of reserves, particularly those in the properties recently acquired or proposed to be acquired where
we may have limited review of data or experience with the reserves, may be subject to revision and may be different from
estimates by our external reservoir engineers at year-end. Although we believe the expectations and forecasts reflected in these
and other forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can
be affected by inaccurate assumptions or by known or unknown risks and uncertainties.
The Securities and Exchange Commission permits oil and gas companies, in filings made with the Securities and Exchange
Commission, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation
tests to be economically and legally producible under existing economic and operating conditions. We use certain terms, such
as "probable," "possible," "potential" or "unproven," that the SEC's guidelines strictly prohibit us from including in filings with
the SEC. These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject
to substantially greater risk of being actually realized by the Company. While we believe our calculations of unproven drill sites
and estimation of unproven or potential reserves are reasonable, such calculations and estimates have not been reviewed by
third-party engineers. Investors are urged to consider closely the disclosure in our most recent Annual Report on Form 10-K,
available from our website at www.rangersources.com or by written request to 100 Throckmorton Street, Suite 1200, Fort Worth,
Texas 76102. You can also obtain this form from the SEC by calling 1-800-SEC-0330.
Forward-Looking Statements
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