Memorial Resource Development Corp. Announces Closing of the Divestiture of MEMP GP Interest and IDRs
02 Junio 2016 - 5:00AM
Memorial Resource Development Corp. (Nasdaq:MRD) today announced
that it closed its previously announced divestiture of Memorial
Production Partners GP LLC (“MEMP GP”), the general partner of MEMP
to Memorial Production Partners LP (Nasdaq:MEMP) on June 1,
2016. MEMP GP is the general partner of MEMP and holds the
general partner interest and 50% of the incentive distribution
rights (“IDRs”) of MEMP. MRD has no ownership interest in
MEMP’s outstanding common units, IDRs or general partner
interest. MRD is now fully separated from MEMP subject to a
transition services agreement to manage certain post-closing
separation expenses and transition services.
About Memorial Resource Development
Corp.
Memorial Resource Development Corp. is an
independent natural gas and oil company engaged in the acquisition,
exploration and development of natural gas and oil properties in
North Louisiana. For more information, please visit our
website at www.memorialrd.com.
Important Information for Investors and
Shareholders
This communication does not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any
securities or a solicitation of any vote or approval. This
communication relates to a proposed business combination between
Range Resources Corporation “Range” and MRD.
In connection with the proposed
transaction, Range intends to file with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form
S-4 that will include a joint proxy statement of Range and MRD
that also constitutes a prospectus of Range. Each of
Range and MRD also plan to file other relevant documents with the
SEC regarding the proposed transactions. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended. Any definitive joint proxy statement/prospectus(es)
for Range and/or MRD (if and when available) will be mailed to
shareholders of Range and/or MRD, as applicable.
INVESTORS AND SECURITY HOLDERS OF RANGE AND MRD
ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION
STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT
MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents containing important information about Range and
MRD, once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Range will be available free of
charge on Range’s internet website at http://www.rangeresources.com
or by contacting Range’s Investor Relations Department by email at
lsando@rangeresources.com, damend@rangeresources.com,
mfreeman@rangeresources.com, or by phone at 817-869-4267. Copies of
the documents filed with the SEC by MRD will be available free of
charge on MRD’s internet website at http://www.memorialrd.com or by
phone at 713-588-8339.
Range, MRD and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive
officers of MRD is set forth in MRD’s proxy statement for its 2016
annual meeting of shareholders, which was filed with the SEC on
April 1, 2016. Information about the directors and executive
officers of Range is set forth in its proxy statement for its 2016
annual meeting of shareholders, which was filed with the SEC on
April 14, 2016. These documents can be obtained free of charge from
the sources indicated above.
Other information regarding the participants in
the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when such materials
become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Range or MRD using the sources
indicated above.
Forward Looking Statements
This press release contains certain
“forward-looking statements” within the meaning of federal
securities laws, including within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
that are not limited to historical facts, but reflect Range’s and
MRD’s current beliefs, expectations or intentions regarding future
events. Words such as “may,” “will,” “could,” “should,”
“expect,” “plan,” “project,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “pursue,” “target,” “continue,”
and similar expressions are intended to identify such
forward-looking statements. The statements in this press release
that are not historical statements, including statements regarding
the expected timetable for completing the proposed transaction,
benefits and synergies of the proposed transaction, costs and other
anticipated financial impacts of the proposed transaction; the
combined company’s plans, objectives, future opportunities for the
combined company and products, future financial performance and
operating results and any other statements regarding Range’s and
MRD’s future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are
not historical facts, are forward-looking statements within the
meaning of the federal securities laws. These statements are
subject to numerous risks and uncertainties, many of which are
beyond Range’s or MRD’s control, which could cause actual results
to differ materially from the results expressed or implied by the
statements. These risks and uncertainties include, but are
not limited to: failure to obtain the required votes of Range’s or
MRD’s shareholders; the timing to consummate the proposed
transaction; satisfaction of the conditions to closing of the
proposed transaction may not be satisfied or that the closing of
the proposed transaction otherwise does not occur; the risk that a
regulatory approval that may be required for the proposed
transaction is not obtained or is obtained subject to conditions
that are not anticipated; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of Range and MRD; the effects
of the business combination of Range and MRD, including the
combined company’s future financial condition, results of
operations, strategy and plans; potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the proposed transaction; expected synergies and
other benefits from the proposed transaction and the ability of
Range to realize such synergies and other benefits; expectations
regarding regulatory approval of the transaction; results of
litigation, settlements and investigations; actions by third
parties, including governmental agencies; changes in the demand for
or price of oil and/or natural gas can be significantly impacted by
weakness in the worldwide economy; consequences of audits and
investigations by government agencies and legislative bodies and
related publicity and potential adverse proceedings by such
agencies; compliance with environmental laws; changes in government
regulations and regulatory requirements, particularly those related
to oil and natural gas exploration; compliance with laws related to
income taxes and assumptions regarding the generation of future
taxable income; weather-related issues; changes in capital spending
by customers; delays or failures by customers to make payments owed
to us; impairment of oil and natural gas properties; structural
changes in the oil and natural gas industry; and maintaining a
highly skilled workforce. Range’s and MRD’s respective reports on
Form 10-K for the year ended December 31, 2015, Form 10-Q for the
quarter ended March 31, 2016, recent Current Reports on Form 8-K,
and other SEC filings discuss some of the important risk factors
identified that may affect these factors and Range’s and MRD’s
respective business, results of operations and financial
condition. Range and MRD undertake no obligation to revise or
update publicly any forward-looking statements for any reason.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
Contact:
Memorial Resource Development Corp.
Hays Mabry – Senior Manager, Investor Relations
(713) 588-8339
ir@memorialrd.com
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