Range Enters into Agreement with SailingStone Capital Partners to Identify New Director
SailingStone Confirms its Intention to Support the Proposed Merger with Memorial Resource Development Corp.
FORT WORTH, Texas, Aug. 08, 2016 (GLOBE NEWSWIRE) — RANGE RESOURCES CORPORATION (NYSE:RRC) and SailingStone Capital Partners, LLC, owner of approximately 11% of Range’s shares outstanding, today jointly announced that they have entered into an agreement for Range to appoint to its Board of Directors a mutually agreed upon independent director. Once identified and approved by Range’s Board, the new director will join the Board effective immediately and stand for election at Range’s 2017 Annual Meeting of Stockholders. With this appointment, along with the expected new Director who will be joining the Board from Memorial Resource Development Corp. (NASDAQ:MRD) after the merger closes, Range’s Board will be expanded from 9 to 11 directors, 10 of whom will be independent. Additionally, the Company has agreed to establish a formal shareholder engagement program to be conducted by the independent directors and include additional metrics to both Range’s short-and long-term compensation which reflect Range’s well established commitment to creating value for shareholders.
Ken Settles, a Managing Partner at SailingStone, said, “Range is a great company with high-quality assets, a strong management team, a track record of operational excellence, and exciting long-term prospects. We believe a new independent director with upstream oil & gas engineering and financial expertise will augment and further strengthen the Board. In addition, we are encouraged by the enhancements to the incentive compensation program and the newly agreed upon shareholder engagement initiative. As Range’s largest stockholder currently, we look forward to continuing to support the Range Board and management as they successfully complete this transaction and position the Company for further success.”
Jeff Ventura, Range Resources CEO, said, “Range is committed to ensuring that its Board is composed of independent directors with the experience needed to oversee the execution of our strategy in today’s operating environment. We are now preparing to enter into a new phase of growth through the Memorial transaction, and SailingStone has taken a significant interest in the long-term success of the combined Company. Our agreement with SailingStone reflects our mutual focus on realizing the full value creation potential of our expanded resource base for all shareholders. We look forward to working collaboratively with them to identify a new, highly-qualified independent director whose skills and experience will be additive to those already represented on our strong Board.”
Under the terms of the agreement being filed today with the U.S. Securities and Exchange Commission, SailingStone has agreed to vote all of its shares in support of the Company’s proposed transaction with Memorial Resource Development Corp. at the Special Meeting of Stockholders to be held on September 15, 2016. In addition, SailingStone has also agreed to vote for Range’s slate of director nominees, which shall include the newly appointed director, at the Company’s 2017 Annual Meeting of Stockholders.
RANGE RESOURCES CORPORATION is a leading independent oil and natural gas producer with operations focused in stacked-pay projects in the Appalachian Basin. The Company is headquartered in Fort Worth, Texas. More information about Range can be found at www.rangeresources.com.
SAILINGSTONE CAPITAL PARTNERS is an employee-owned investment advisory firm focused exclusively on providing investment solutions in the global natural resource space. Based in San Francisco, SailingStone manages concentrated, long-only equity portfolios for investors.
