Range Resources to Acquire Stroud Energy
Range Resources has entered into a definitive agreement to acquire Stroud Energy, Inc. for approximately $450 million, including approximately $82 million in assumed debt. Stroud is a private Fort Worth-based independent oil and gas company with operations located in the Barnett Shale play in North Texas, the Cotton Valley in East Texas and the Austin Chalk in Central Texas. Stroud has interests in 126 producing wells and owns a leasehold position covering 87,200 gross (67,000 net) acres. During the first quarter of 2006, Stroud produced approximately 33 Mmcfe per day, of which approximately one-half was attributable to the Barnett Shale. Range estimates the proved reserves attributable to the Stroud properties total 171 Bcfe and that proven and unproven reserves total 370 Bcfe. Range has identified 236 drilling locations on the Stroud leasehold, of which 182 are attributable to the Barnett Shale acreage. Over 90% of Stroud's Barnett Shale acreage is located in the core or expanding core portions of the Barnett Shale play.
Upon completion of the transaction, Range plans to retain nearly all of Stroud's 27 employees, including those involved in the Barnett Shale play. This will expand Range's Barnett shale team under the leadership of Mark Whitley, Range's Senior Vice President. By adding Stroud's leasehold position, Range will own approximately 42,900 gross (35,300 net) acres in the Barnett Shale play. Range plans to develop the leasehold position with a five-rig drilling program, including the three rigs Stroud is currently running, plus two additional contracted rigs scheduled to arrive in the third quarter.
In announcing the transaction, Range indicated that it will consider divesting of the Austin Chalk properties. These properties produced approximately 16 Mmcfe per day in the first quarter of 2006.
Commenting on the announcement, John Pinkerton, Range's President and CEO, said, "This transaction doubles Range's leasehold position in the Barnett Shale play and our shale play team benefits from the addition of the Stroud employees, who are highly regarded. We believe the expanded Barnett team will enhance and accelerate our shale effort. Excluding the Austin Chalk properties, which we will consider divesting, we estimate that the fully developed cost of the Barnett Shale and East Texas reserves will be approximately $2.35 per mcfe. The transaction expands our leasehold position with high-quality Barnett acreage, increases our drilling inventory and provides us with a number of additional top-tier people. Importantly, it continues Range's strategy of growing production and reserves at a "top quartile" cost structure. Assuming the transaction closes in late June, we are increasing our 2006 production growth target from 11% to 15%."
The acquisition is structured as a merger pursuant to which Stroud's shareholders who satisfy certain suitability standards may individually elect to receive, in exchange for their shares of Stroud common stock, consideration in one of three forms: 100% in Range common stock, 100% in cash or 50% in Range common stock and 50% in cash, subject to adjustments and allocations provided for in the definitive agreement. The exchange ratio for the Stroud stock, and on which the cash consideration will be determined, will be based upon the average closing price for Range's stock for the 15 days ending five days prior to closing. Based on the latest 15-day average price of Range's common stock, and assuming all of Stroud's shareholders were to elect to receive Range common stock in the transaction, Range would issue approximately 13.2 million shares of stock, representing approximately 9% of the outstanding Range stock giving effect to such issuance. Stroud shareholders who do not satisfy the suitability standards will receive their consideration 100% in cash. Range intends to utilize funds currently available under its bank credit facility to finance the cash portion of the transaction. The Stroud acquisition is subject to approval by the shareholders of Stroud and other customary closing conditions. Assuming the Stroud shareholders approve the transaction and the other closing conditions are satisfied, closing is expected to occur in late June 2006. There is no assurance the acquisition will be consummated.
Range Resources Corporation is an independent oil and
gas company operating in the Southwestern, Appalachian and Gulf Coast
regions of the United States.
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