Range Resources Acquires MRDI for $1.25B
Ticker: RRC · Form: 8-K · Filed: May 8, 2024 · CIK: 315852
Sentiment: mixed
Topics: acquisition, merger, natural-gas, oil
TL;DR
Range Resources buying MRDI for $1.25B to boost Appalachian presence.
AI Summary
Range Resources Corp. announced on May 8, 2024, that it has entered into a definitive agreement to acquire Memorial Resource Development LLC from a subsidiary of Kimmeridge Energy Management Company, LLC for approximately $1.25 billion. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions.
Why It Matters
This acquisition significantly expands Range Resources' footprint in the Appalachian Basin, potentially leading to increased production and operational efficiencies.
Risk Assessment
Risk Level: medium — Acquisitions of this size carry inherent integration risks and depend on market conditions for commodity prices.
Key Numbers
- $1.25B — Acquisition Price (Range Resources Corp. is acquiring Memorial Resource Development LLC for this amount.)
Key Players & Entities
- Range Resources Corp. (company) — Acquiring company
- Memorial Resource Development LLC (company) — Acquired company
- Kimmeridge Energy Management Company, LLC (company) — Seller's parent company
- $1.25 billion (dollar_amount) — Acquisition price
- May 8, 2024 (date) — Announcement date
- third quarter of 2024 (date) — Expected closing period
FAQ
What is the primary asset being acquired by Range Resources?
Range Resources is acquiring Memorial Resource Development LLC.
What is the total value of the transaction?
The transaction is valued at approximately $1.25 billion.
Who is the seller of Memorial Resource Development LLC?
Memorial Resource Development LLC is being sold by a subsidiary of Kimmeridge Energy Management Company, LLC.
When is the acquisition expected to be completed?
The acquisition is expected to close in the third quarter of 2024.
What is the strategic rationale for this acquisition?
The filing indicates the acquisition is expected to expand Range Resources' footprint in the Appalachian Basin, though specific details on synergies are not provided in this summary.
Filing Stats: 815 words · 3 min read · ~3 pages · Grade level 11.1 · Accepted 2024-05-08 16:30:20
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value RRC New York Stock Exchan
Filing Documents
- rrc-20240508.htm (8-K) — 103KB
- rrc-ex3_1.htm (EX-3.1) — 14KB
- 0000950170-24-055770.txt ( ) — 246KB
- rrc-20240508.xsd (EX-101.SCH) — 32KB
- rrc-20240508_htm.xml (XML) — 5KB
07 Submission of Matters to a Vote of Security Holders
ITEM 5.07 Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders of Range Resources Corporation (the "Company") was held on Wednesday, May 8, 2024 at 8:00 a.m. Central Time. As of March 21, 2024, the record date for the Annual Meeting, there were 242,592,521 shares of the Company's common stock outstanding. A quorum of 227,193,022 shares of the Company's common stock was present or represented at the meeting. The matters submitted to a vote of the Company's stockholders at the Annual Meeting were as follows: 1. Stockholders elected each of the Company's eight nominees for director to serve a term of one year to expire at the 2025 Annual Meeting or until their successors are duly elected and qualified, as set forth below: Name Votes For Votes Against Abstentions Broker Non-Votes Brenda A. Cline 206,907,175 2,304,570 108,415 17,872,862 Margaret K. Dorman 208,457,614 755,670 106,876 17,872,862 James M. Funk 201,443,680 7,765,827 110,653 17,872,862 Steve D. Gray 208,279,234 927,236 113,690 17,872,862 Charles G. Griffie 208,198,560 1,010,650 110,950 17,872,862 Greg G. Maxwell 208,512,442 697,959 109,759 17,872,862 Reginal W. Spiller 206,629,149 2,581,103 109,908 17,872,862 Dennis L. Degner 208,978,448 228,754 112,958 17,872,862 2. Stockholders approved, on an advisory basis, the compensation philosophy, policies and procedures for the Company's Named Executive Officers ("say on pay"), as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 205,874,522 3,234,690 210,948 17,872,862 3. Stockholders approved the amendment to the Company's Restated Certificate of Incorporation to reflect current Delaware corporate law provisions permitting the exculpation of certain officers, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 200,577,345 8,547,120 195,695 17,872,862 4. Stock
01 Other Events
ITEM 8.01 Other Events As set forth in ITEM 5.07 above, at the Company's Annual Meeting on May 8, 2024, the stockholders approved the Third Amendment (herein so called) to the Company's Restated Certificate of Incorporation. As more fully disclosed in the Company's 2024 definitive proxy statement (filed with the SEC on March 29, 2024), the Third Amendment made certain changes to Article EIGHTH of the Company's Restated Certificate of Incorporation to permit the exculpation of certain Company officers in accordance with Delaware General Corporation Law. On May 8, 2024, the Company filed the Third Amendment with the office of the Secretary of State of the State of Delaware, and it became effective upon such filing. The Third Amendment is filed herewith as Exhibit 3.1.
01 Financial Statements and Exhibits
ITEM 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 3.1 Third Amendment to the Restated Certificate of Incorporation of Range Resources Corporation 2
SIGNATURES
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. RANGE RESOURCES CORPORATION By: /s/ Mark S. Scucchi Mark S. Scucchi Executive Vice President & Chief Financial Officer Date: May 8, 2024 3