Indebtedness

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Indebtedness

(7)Indebtedness

We had the following debt outstanding as of the dates shown below. The expenses of issuing debt are generally capitalized and included as a reduction to debt in the accompanying consolidated balance sheets. For December 31, 2021, deferred financing costs for our bank credit facility are included in other assets in the accompanying consolidated balance sheet. These costs are amortized over the expected life of the related instruments. When debt is retired before maturity, or modifications significantly change the cash flows, the related unamortized costs are expensed. No interest was capitalized in the three-year period ended December 31, 2021. The components of our debt outstanding, including the effects of debt issuance costs, is as follows (in thousands):

	December 31,
	2021			2020
Bank debt	$	—		$	702,000
Senior notes
4.875% senior notes due 2025		750,000			750,000
5.00% senior notes due 2022		169,589			169,589
5.00% senior notes due 2023		532,335			532,335
5.75% senior notes due 2021		—			25,496
5.875% senior notes due 2022		48,528			48,528
8.25% senior notes due 2029		600,000			—
9.25% senior notes due 2026		850,000			850,000
Other senior notes due 2022		—			490
Total senior notes		2,950,452			2,376,438
Senior subordinated notes
5.00% senior subordinated notes due 2022		—			9,730
5.00% senior subordinated notes due 2023		—			7,712
5.75% senior subordinated notes due 2021		—			19,896
Total senior subordinated notes		—			37,338
Total debt		2,950,452			3,115,776
Unamortized premium		188			457
Unamortized debt issuance costs		(24,853	)		(30,625	)
Total debt (net of debt issuance costs)		2,925,787			3,085,608
Less current maturities of long-term debt		(218,017	)		(45,356	)
Total long-term debt	$	2,707,770		$	3,040,252

Bank Debt

In April 2018, we entered into an amended and restated revolving bank facility, which we refer to as our bank debt or our bank credit facility, which is secured by substantially all of our assets and has a maturity date of April 13, 2023. The bank credit facility provides for a maximum facility amount of $4.0 billion and an initial borrowing base of $3.0 billion. The bank credit facility provides for a borrowing base subject to redeterminations and for event-driven unscheduled redeterminations. Our current bank group is composed of twenty-six financial institutions, with no one bank holding more than 8.3% of the total facility. The borrowing base may be increased or decreased based on our request and sufficient proved reserves, as determined by the bank group. The commitment amount may be increased to the borrowing base, subject to payment of a mutually acceptable commitment fee to those banks agreeing to participate in the facility increase. Borrowings under the bank facility can either be at the alternate base rate (“ABR,” as defined in the bank credit agreement) plus a spread ranging from 0.75% to 1.75% or at the LIBOR Rate (as defined in the bank credit agreement) plus a spread ranging from 1.75% to 2.75%. The applicable spread is dependent upon borrowings relative to the borrowing base. We may elect, from time to time, to convert all or any part of our LIBOR loans to ABR loans or to convert all or any part of our ABR loans to LIBOR loans. The weighted average interest rate was 2.1% for the year ended December 31, 2021 compared to 2.6% for the year ended December 31, 2020 and 3.8% for the year ended December 31, 2019. A commitment fee is paid on the undrawn balance based on an annual rate of 0.30% to 0.375%. At December 31, 2021, the commitment fee was 0.3%, the interest rate margin was 1.75% on our LIBOR loans and 0.75% on our ABR loans.

On December 31, 2021, bank commitments totaled $2.4 billion and we had no outstanding borrowings under our bank credit facility. Additionally, we had $338.0 million of undrawn letters of credit leaving $2.1 billion of committed borrowing capacity available under the facility. As part of our redetermination completed in September 2021, our borrowing base was reaffirmed for $3.0 billion and our bank commitment was also reaffirmed at $2.4 billion. As of February 18, 2022, we have sufficient available borrowing capacity under our credit facility to satisfy any requests for additional collateral our transportation counterparties may request in the event of a credit rating downgrade.

New Senior Notes

In January 2021, we issued $600.0 million aggregate principal amount of 8.25% senior notes due 2029 (the “8.25% Notes”) for an estimated net proceeds of $591.3 million after underwriting discounts and commissions of $8.8 million. The notes were issued at par. The 8.25% Notes were offered to qualified institutional buyers and to non-U.S. persons outside the United States in compliance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Interest due on the 8.25% Notes is payable semi-annually in January and July and is unconditionally guaranteed on a senior unsecured basis by all of our subsidiary guarantors. On or after January 15, 2027, we may redeem the 8.25% Notes in whole or in part from time to time, at 100% of the principal amounts plus accrued and unpaid interest. We may redeem the notes prior to their maturity at redemption prices based on a premium, plus accrued and unpaid interest as described in the indenture governing the 8.25% Notes. Upon occurrence of certain changes in control, we must offer to repurchase the 8.25% Notes. The 8.25% Notes are unsecured and are subordinated to all of our existing and future secured debt, rank equally with all of our existing and future unsecured debt and rank senior to all of our existing and future subordinated debt. Upon closing of the 8.25% Notes, we used the proceeds to repay borrowings under our bank credit facility. In October 2021, our 8.25% Notes were exchanged for an equal principal amount of registered notes pursuant to an effective registration statement on Form S-4 filed with the SEC on October 28, 2021 under the Securities Act (the "New Notes"). The New Notes are identical to the 8.25% Notes except the New Notes are registered under the Securities Act and do not have restrictions on transfer, registration rights or provisions for additional interest.

In January 2022, we issued $500.0 million aggregate principal amount of 4.75% senior notes due 2030 (the “4.75% Notes”) for an estimated net proceeds of $492.1 million after underwriting discounts and commissions of $7.9 million. The notes were issued at par. The 4.75% Notes were offered to qualified institutional buyers and to non-U.S. persons outside the United States in compliance with Rule 144A (for life) and Regulation S under the Securities Act. Interest due on the 4.75% Notes is payable semi-annually in February and August and is unconditionally guaranteed on a senior unsecured basis by all of our subsidiary guarantors. On or after February 1, 2027, we may redeem the 4.75% Notes, in whole or in part and from time to time, at 100% of the principal amounts plus accrued and unpaid interest. We may redeem the notes prior to their maturity at redemption prices based on a premium, plus accrued and unpaid interest as described in the indenture governing the 4.75% Notes. Upon occurrence of certain changes in control, we must offer to repurchase the 4.75% Notes. The 4.75% Notes are unsecured and are subordinated to all of our existing and future secured debt, rank equally with all of our existing and future unsecured debt and rank senior to all of our existing and future subordinated debt. On the closing of the 4.75% Notes, we used these proceeds, along with cash on hand and our bank credit facility to redeem $850.0 million of our 9.25% senior notes due 2026.

Early Extinguishment of Debt in 2022

In January 2022, we announced a call for the redemption of $850.0 million of our outstanding 9.25% senior notes due 2026 at a price of 106.938% of par plus accrued and unpaid interest, which were redeemed on February 1, 2022. For the year ending December 31, 2022, we currently expect to record a loss of early extinguishment of debt of approximately $70.0 million, including transaction call premium costs and the expensing of the remaining deferred financing costs on the repurchased debt.

Senior Notes

If we experience a change of control, noteholders may require us to repurchase all or a portion of our senior notes at 101% of the principal amount plus accrued and unpaid interest, if any. All of the guarantees by our subsidiary guarantors are general, unsecured obligations and are subordinated to our bank debt and are subordinated to existing and future senior debt that we or our subsidiary guarantors are permitted to incur.

Guarantees

Range Resources Corporation is a holding company which owns no operating assets and has no significant operations independent of its subsidiaries. The guarantees by our wholly-owned subsidiaries, which are directly or indirectly owned by Range, of our senior notes and our bank credit facility are full and unconditional and joint and several, subject to certain customary release provisions. A subsidiary guarantor may be released from its obligations under the guarantee:

•in the event of a sale or other disposition of all or substantially all of the assets of the subsidiary guarantor or a sale or other disposition of all the capital stock of the subsidiary guarantor, to any corporation or other person (including an unrestricted subsidiary of Range) by way of merger, consolidation, or otherwise; or

•if Range designates any restricted subsidiary that is a guarantor to be an unrestricted subsidiary in accordance with the terms of the indenture.

Debt Covenants and Maturity

Our bank credit facility contains negative covenants that limit our ability, among other things, to pay cash dividends, incur additional indebtedness, sell assets, enter into certain hedging contracts, change the nature of our business or operations, merge, consolidate, or make certain investments. In addition, we are required to maintain a ratio of EBITDAX (as defined in the credit agreement) to cash interest expense of equal to or greater than 2.5 and a current ratio (as defined in the credit agreement) of no less than 1.0. In addition, the ratio of the present value of proved reserves (as defined in the credit agreement) to total debt must be equal to or greater than 1.5 until Range has two investment grade ratings. We were in compliance with applicable covenants under the bank credit facility at December 31, 2021. Certain of our senior notes may also limit our ability to pay cash dividends.

The following is the principal maturity schedule for our long-term debt outstanding as of December 31, 2021 (in thousands):

	Year Ended December 31,
2022	$	218,117
2023		532,335
2024		—
2025		750,000
2026		850,000
Thereafter		600,000
	$	2,950,452