Issuer Free Writing Prospectus, dated May 11, 2009
Filed pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-159112
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| Issuer:
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Range Resources Corporation |
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| Guarantors:
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American Energy Systems, LLC;
Mountain Front Partners, LLC;
Range Energy I, Inc.;
Range Energy
Services Company; Range Holdco, Inc.;
Range Operating New Mexico, Inc.;
Range Operating Texas, LLC;
Range
Production Company;
Range
Resources — Appalachia, LLC;
Range Resources — Midcontinent, LLC;
Range Resources — Pine Mountain, Inc.;
Range Texas Production, LLC; and
REVC Holdco, LLC |
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| Security Description:
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Senior Subordinated Notes |
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| Distribution:
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SEC Registered |
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| Face:
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$300,000,000 |
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| Gross Proceeds:
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$285,201,000 |
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| Coupon:
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8.000% |
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| Maturity:
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May 15, 2019 |
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| Offering Price:
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95.067% |
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| Yield to Maturity:
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8.750% |
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| Spread to Treasury:
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+
557 bps |
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| Benchmark:
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UST 3.125% due 5/15/2019 |
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| Ratings:
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Ba3/BB |
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| Interest Pay Dates:
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November 15,
and May 15 |
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| Beginning:
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November 15, 2009 |
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| Clawback:
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Up to
35% at 108.000% |
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| Until:
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May 15, 2012 |
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| Optional redemption:
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Makewhole
call @ T+50 bps prior to May 15, 2014, then: |
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On or after: |
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Price: |
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May 15, 2014 |
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104.000% |
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May 15, 2015 |
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102.667% |
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May 15, 2016 |
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101.333% |
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May 15, 2017 and thereafter |
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100.000% |
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| Change of control:
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Put @ 101% of principal plus accrued interest |
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| Trade Date:
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May 11, 2009 |
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| Settlement Date: (T+3)
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May 14, 2009 |
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| CUSIP:
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75281AAK5 |
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| ISIN:
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US75281AAK51 |
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| Joint Bookrunners:
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J.P. Morgan Securities Inc.
Banc of America Securities LLC
Wachovia Capital Markets, LLC
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| Co-Managers:
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Barclays Capital Inc.
BMO Capital Markets Corp.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
RBC Capital Markets Corporation
Calyon Securities (USA) Inc.
Citigroup Global Markets Inc.
KeyBanc Capital Markets Inc.
SunTrust Robinson Humphrey, Inc.
Fortis Securities LLC
BBVA Securities, Inc.
Capital One Southcoast, Inc.
Comerica Securities, Inc.
Natixis Bleichroeder Inc.
Scotia Capital (USA) Inc.
SG Americas Securities, LLC
Tudor, Pickering, Holt & Co. Securities, Inc.
U.S. Bancorp Investments, Inc.
Wedbush Morgan Securities Inc. |
Additional Information:
The notes will be issued with original issue discount (“OID”) for U.S. federal income tax purposes.
As a result, U.S. debt holders will be required to include OID in gross income for U.S. federal
income tax purposes in advance of receipt of cash attributable to that income.
We estimate that the net proceeds from this offering (after deducting discounts to the underwriters
and estimated expenses of the offering) will be approximately
$279,201,000. We intend to use the
net proceeds from this offering to pay down a portion of the outstanding balance on our senior
credit facility.
At the quarter ended March 31, 2009, 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 $4,419.8 million and total
long-term debt of $1,911.3 million, including $528.3 million outstanding under our senior credit
facility and $285.2 million of
indebtedness associated with our new senior subordinated notes. The
$300 million of senior subordinated notes are recorded at their
discounted amount, with the discount to be accrued over the life of
the senior subordinated notes. This information supplements the
information contained in the capitalization table under the column
heading “As adjusted” on page S-25 of the preliminary
prospectus supplement.
After giving effect to this offering, the
application of the net proceeds of this offering to
pay down a portion of the outstanding balance on
our senior credit facility, and taking into account
the other assumptions described in the prospectus
under the heading “Ratio of earnings to fixed
charges,” the ratio of earnings to fixed charges
would have been 2.5x for the three months ended
March 31, 2009 and 5.5x at December 31, 2008.
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.