C&J Energy Services, Inc. (NYSE:C) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On April6, 2017, CJ Energy Services, Inc. (the Company) and GSO
Capital Solutions Fund II (Luxembourg) S.a.r.l., one of the
Companys stockholders (the Selling Stockholder), entered into an
underwriting agreement (the Underwriting Agreement) with
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
and Morgan Stanley Co. LLC, (together with the other underwriters
named in Schedule I to the Underwriting Agreement, the
Underwriters), relating to the offer and sale of the Companys
common stock, par value $0.01 per share (Common Stock). The
Underwriting Agreement provides for the offer and sale (the
Offering) of an aggregate of 8,050,000 shares of Common Stock,
including 7,050,000 shares of Common Stock issued and sold by the
Company, including 1,050,000 shares of Common Stock subject to
the Underwriters option to purchase additional shares of Common
Stock, and 1,000,000 shares of Common Stock sold by theSelling
Stockholder(together, the Shares). On April7, 2017, the
Underwriters exercised in full their option to purchase
additional shares of Common Stock from the Company. The Company
expects the net proceeds to the Company from the Offering to be
approximately $216.2 million, after deducting underwriting
discounts and commissions and estimated fees and expenses. The
Company intends to use the net proceeds to the Company from the
Offering for general corporate purposes, including to fund the
Companys 2017 capital expenditure and growth initiatives. The
Company will not receive any of the proceeds from the sale of
shares by theSelling Stockholder.
The issuance and sale of the Shares has been registered under the
Securities Act of 1933, as amended (the Securities Act), to a
shelf registrationstatement onForm S-3(Registration No.216515)
filed by the Company with the Securities and Exchange Commission
(the Commission) on March7, 2017 and declared effective by the
Commission on March20, 2017. Closing of the issuance and sale of
the Shares is scheduled for April12, 2017. A legal opinion
relating to the validity of the Shares is filed herewith as
Exhibit 5.1.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing, obligations of the parties and termination
provisions. Additionally, the Company and theSelling
Stockholderhave agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the Underwriters may be
required to make because of any of those liabilities.
Furthermore, the Company, the directors and officers of the
Company, and theSelling Stockholderhave agreed with the
Underwriters not to offer or sell any shares of their Common
Stock (or securities convertible into or exchangeable for Common
Stock) during the period ending on May30, 2017, subject to
limited exceptions, without the prior written consent of the
Underwriters.
The Underwriters and their respective affiliates have from time
to time performed, and may in the future perform, various
financial advisory, commercial banking and investment banking
services for the Company in the ordinary course of business for
which they have received and would receive customary
compensation. In addition, in the ordinary course of their
various business activities, the Underwriters and their
respective affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts
of their customers, and such investments and securities
activities may involve the Companys securities and/or
instruments.
The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to such Underwriting
Agreement, a copy of which is filed herewith as Exhibit 1.1 and
is incorporated herein by reference.
Upon completion of the Offering, the Companys Stockholders
Agreement with certain funds or accounts affiliated with and/or
advised or managed by each of the Selling Stockholder, Solus
Alternative Asset Management LP and BlueMountain Capital
Management, LLC, dated as of January6, 2017 and as amended on
February27, 2017, will terminate in accordance with it terms.
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Item9.01. Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 1.1 |
Underwriting Agreement, dated April 6, 2017, by and among CJ Energy Services, Inc., GSO Capital Solutions Fund II (Luxembourg) S.a.r.l., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley Co. LLC. |
|
| 5.1 | Opinion of Vinson Elkins L.L.P. | |
| 23.1 | Consent of Vinson Elkins L.L.P. (included in Exhibit 5.1). |
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About C&J Energy Services, Inc. (NYSE:C)
Citigroup Inc. (Citi) is a financial services holding company. The Company’s whose businesses provide consumers, corporations, governments and institutions with a range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. The Company operates through two segments: Citicorp and Citi Holdings. Citicorp is the Company’s global bank for consumers and businesses and represents its core franchises. Citicorp is focused on providing products and services to customers and leveraging the Company’s global network, including various economies. As of December 31, 2016, Citicorp was present in 97 countries and jurisdictions, and offered services in over 160 countries and jurisdictions. Global Consumer Banking (GCB) provides traditional banking services to retail customers through retail banking, including Citi-branded cards and Citi retail services. C&J Energy Services, Inc. (NYSE:C) Recent Trading Information
C&J Energy Services, Inc. (NYSE:C) closed its last trading session down -0.24 at 59.03 with 15,219,342 shares trading hands.