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.
Exit Facility
The Company and certain of its subsidiaries, as borrowers (the
Borrowers), have entered into a revolving credit and security
agreement (the Exit Facility) dated the Effective Date, with PNC
Bank, National Association, as administrative agent (the Lender).
The Exit Facility allows the Borrowers to incur revolving loans
in an aggregate amount up to the lesser of $100 million and a
borrowing base, which borrowing base is based upon the value of
the Borrowers accounts receivable and inventory, subject to
eligibility criteria and customary reserves which may be modified
in the Lenders permitted discretion. The Exit Facility also
contains an availability block, which will reduce the amount
otherwise available to be borrowed under the Exit Facility by $20
million until the later of the delivery of financial statements
for the fiscal year ending December31, 2017 and the date on which
the Company achieves a fixed charge coverage ratio of 1.10:1.0.
The Exit Facility also provides for the issuance of letters of
credit, which would reduce borrowing capacity thereunder. The
maturity date of the Exit Facility is January6, 2021.
If at any time the amount of loans and other extensions of credit
outstanding under the Exit Facility exceed the borrowing base,
the Borrowers may be required, among other things, to prepay
outstanding loans immediately.
The Borrowers obligations under the Exit Facility are secured by
liens on a substantial portion of the Borrowers personal
property, subject to certain exclusions and limitations. Upon the
occurrence of certain events, additional collateral, including
certain of the Borrowers real properties, may also be required to
be pledged. Each of the Borrowers is jointly and severally liable
for the obligations of the other Borrowers under the Exit
Facility.
At the Borrowers election, interest on borrowings under the Exit
Facility will be determined by reference to either LIBOR plus an
applicable margin of 4.00%per annum or an alternate base rate
plus an applicable margin of 3.00%per annum. Beginning after the
fiscal year ending on or about December31, 2017, these margins
will be subject to a step-down of 50 basis points in the event
that the Company achieves a fixed charge coverage ratio of
1.15:1.0 or greater. Interest will be payable quarterly for loans
bearing interest based on the alternative base rate and on the
last day of the interest period applicable to the LIBOR-based
loans. The Borrowers will also be required to pay a fee on the
unused portion of the Exit Facility equal to 1.00%per annum in
the event that utilization is less than 50% of the total
commitment and 0.75%per annum in the event that utilization is
greater than or equal to 50% of the total commitment.
The Exit Facility contains covenants that limit the Borrowers and
their subsidiaries ability to incur additional indebtedness,
grant liens, make loans or investments, make distributions, merge
into or consolidate with other persons, make capital expenditures
or engage in certain asset dispositions including a sale of all
or substantially all of the Companys assets.
The Exit Facility also contains certain financial covenants:
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on or prior to August31, 2017, a minimum liquidity covenant equal to $100 million; and |
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beginning on September30, 2017, a monthly minimum fixed charge coverage ratio of 1.0:1.0, tested only if (a)as of any month-end on or prior to December31, 2017, liquidity is less than $50 million, and (b)as of any month-end thereafter, liquidity is less than $40 million. |
Depending on when the fixed charge coverage ratio is tested, the
measurement period for the Companys consolidated EBITDA and fixed
charges may equal to 1-year, but may be shorter, as described
more fully in the Exit Facility.
This summary of the Exit Facility does not purport to be complete
and is subject to, and qualified in its entirety by reference to,
the full text of the Exit Facility, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
Warrant Agreement
On the Effective Date, by operation of the Plan, the Company
entered into a Warrant Agreement (the Warrant Agreement) with
American Stock Transfer Trust Company, LLC, which provides for
the Companys issuance of up to 1,180,083 Warrants to former
holders of Interests in CJ Energy (as defined in the Plan) on the
Effective Date and up to 2,360,166 Warrants to the Unsecured
Claims Representative (as defined in the Plan) for the benefit of
the former holders of Unsecured Creditor Claims (as defined in
the Plan) (the Warrants) after the Effective Date in accordance
with the terms of the Plan, the Confirmation Order, the Unsecured
Creditor Agreement (as defined in the Plan) and the Warrant
Agreement.
The Warrants are exercisable from the date of issuance until 5:00
p.m., New York City time, on January6, 2024. The Warrants are
initially exercisable for one share of the Companys common stock,
par value $0.01 per share (the New Common Stock), per Warrant at
an initial exercise price of $27.95 per Warrant (the Exercise
Price).
No Rights as Stockholders. to the Warrant Agreement, no
holder of a Warrant, by virtue of holding or having a beneficial
interest in a Warrant, will have the right to vote, to consent,
to receive dividends, to receive notice as stockholders with
respect to any meeting of stockholders for the election of the
Companys directors or any other matter, or to exercise any rights
whatsoever as the Companys stockholders unless, until and only to
the extent such holders become holders of record of shares of New
Common Stock issued upon settlement of Warrants.
Adjustments. The number of shares of New Common Stock
for which a Warrant is exercisable, and the exercise price per
share of such Warrant are subject to adjustment from time to time
upon the occurrence of certain events including: (1)the issuance
of shares of New Common Stock as a dividend or distribution to
all or substantially all holders of shares of New Common Stock,
or a subdivision or combination of New Common Stock; (2)the
issuance to all or substantially all holders of New Common Stock
of rights, options or warrants entitling them for a period
expiring 45 calendar days or less from the date of announcement
of such issuance to purchase shares of New Common Stock at a
price per share that is less than the average of the Trading Day
Closing Sale Prices (as defined in the Warrant Agreement) of New
Common Stock for the ten consecutive Trading Day (as defined in
the Warrant Agreement) period ending on, and including, the
Trading Day immediately preceding the date of announcement of
such issuance; and (3)the issuance as a dividend or distribution
to all or substantially all holders of New Common Stock of
(i)shares of the Companys Capital Stock (as defined in the
Warrant Agreement) (other than New Common Stock), (ii)evidences
of the Companys indebtedness, (iii)other assets or property of
the Company, (iv)rights, options or warrants to purchase the
Companys securities or (v)cash (excluding any dividend,
distribution or issuance covered by clauses (1)or (2)above or
related to a Reorganization (as defined below)).
Deemed Liquidation Event. All Warrants outstanding as of
the close of business on the Trading Day immediately preceding
the day on which a Deemed Liquidation Event (as defined in the
Warrant Agreement) occurs (the Automatic Exercise Time) shall be
deemed exercised upon the occurrence of such Deemed Liquidation
Event and settled as set forth in the Warrant Agreement. Each
person in whose name any shares of New Common Stock are issued as
a result of an automatic exercise triggered by a Deemed
Liquidation Event shall for all purposes be deemed to have become
the holder of record of such shares as of the Automatic Exercise
Time.
Reorganization Event. Upon the occurrence of (i)any
recapitalization, reclassification or change of the New Common
Stock (other than changes resulting from a subdivision or
combination), (ii)any consolidation, merger, combination or
similar transaction involving the Company, (iii)any sale, lease
or other transfer to a third party of the consolidated assets of
the Company and the Companys subsidiaries substantially as an
entirety, or (iv)any statutory share exchange, other than a
Deemed Liquidation Event (a Reorganization), each holder of
Warrants will have the right to receive, upon exercise of a
Warrant, the kind and amount of shares of stock, other securities
or other property or assets (including cash or any combination
thereof) that a holder of a number of shares of New Common Stock
equal to the Net Share Amount (as defined below) would have owned
or been entitled to receive in connection with such
Reorganization.
Net Share Settlement. The Warrants will be net share
settled, meaning that a holder of Warrants shall be entitled to
exercise the Warrant such that no payment will be required in
connection with such exercise. Upon settlement, the Company shall
deliver, without any payment therefor, a number of shares of New
Common Stock (the Net Share Amount) equal to (i)(a) the number of
Warrants being exercised, multiplied by (b)the Warrant Share
Number as of the exercise date (as defined in the Warrant
Agreement), multiplied by (ii)(a) the Fair Market Value (as
defined in the Warrant Agreement) of one share of New Common
Stock as of the exercise date, minus (b)the Exercise Price as of
the exercise date, divided by (iii)the Fair Market Value of one
share of New Common Stock as of the exercise date.
This summary of the Warrant Agreement does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the full text of the Warrant Agreement, which is
filed as Exhibit10.2 to this Current Report on Form 8-K and is
incorporated by reference herein.
Stockholders Agreement
On the Effective Date, in accordance with the Plan and the
Backstop Commitment Agreement, dated as of December6, 2016 (the
Backstop Commitment Agreement) by and among the Company and the
parties thereto (the Backstop Parties), the Company entered into
a Stockholders Agreement (the Stockholders Agreement) with
certain funds affiliated with and/or managed by each of GSO
Capital Solutions Fund II (Luxembourg) S.a.r.l. and GSO Capital
Partners LP (GSO), Solus Opportunities Fund 5 LP, Solus
Opportunities Fund 3 LP, Ultra Master Ltd, SOLA LTD and Solus
Alternative Asset Management LP (Solus) and BlueMountain Foinaven
Master Fund L.P., Blue Mountain Credit Alternatives Master Fund
L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Summit
Trading L.P., BlueMountain Montenvers Master Fund SCA SICAV-SIF,
BlueMountain Logan Opportunities Master Fund L.P., BlueMountain
Kicking Horse Fund L.P. and BlueMountain Capital Management, LLC
(each a Holder).
The Stockholders Agreement provides that the Board of Directors
of the Company (the Board) will consist of seven directors and
permits (a)GSO to designate for nomination up to three directors
and (b)Solus to designate for nomination up to two directors to
the Board. Solus also has the right to designate one non-voting
observer to the Board.In addition, the Companys Chief Executive
Officer is required to be designated for nomination to the Board,
and the Board or a designated committee thereof designates one
other director for nomination to the Board.
Each of the Holders will continue to have the right to nominate
directors and/or observers as described above at succeeding
annual meetings unless such Holders ownership percentage of New
Common Stock is reduced to less than 5%, in which case such
Holders right to nominate directors and/or observers to the Board
will cease.GSOs right to designate three directors for nomination
will be reduced to two directors upon its reduction in ownership
percentage to less than 15% but at least 10% of New Common Stock,
and will be further reduced to one director upon its reduction in
ownership percentage to less than 10% but at least 5% of New
Common Stock. Soluss right to designate two directors for
nomination will be reduced to one director upon its reduction in
ownership percentage to less than 10% but at least 5% of New
Common Stock.
GSOs initial designees under the Stockholders Agreement were John
J. Kennedy, Steven Mueller and Michael Zawadzki, and Soluss
initial designees were Stuart M. Brightman and Patrick M.
Murray.Michael Roemer and Donald Gawick, the Companys President
and Chief Executive Officer, were also designated to serve as a
director to the Stockholders Agreement.
Certain significant actions by the Company require the consent of
one or more of the Holders.These actions include, but are not
limited to, the issuance of equity securities of the Company
representing more than 10% of the shares of New Common Stock
issued to the Plan, the incurrence of indebtedness in excess of
$100 million in the aggregate (excluding any indebtedness
existing on the Effective Date and under the Exit Facility) and
theconsummation of acquisitions greater than $100 million and any
voluntary registration of the New Common Stock under Section12 of
the Exchange Act. Under the Stockholders Agreement, the Holders
will be entitled to certain preemptive rights upon the issuance
of certain types of equity or debt securities by the Company.
The Stockholders Agreement provides that it will terminate
automatically (i)immediately prior to the registration of the
shares of New Common Stock to Section12(b) of the Exchange Act in
connection with the New Common Stock being listed on a national
securities exchange or the NYSE MKT, or (ii)upon the occurrence
of both (A)each of GSO and Solus each holding less than 5% of the
outstanding New Common Stock and (B)all Holders collectively
holding less than 20% of the outstanding New Common Stock.
This summary of the Stockholders Agreement does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the full text of the Stockholders Agreement, which
is filed as Exhibit 10.3 to this Current Report on Form 8-K and
incorporated by reference herein.
Registration Rights Agreement
On the Effective Date, in accordance with the Plan and the
Backstop Commitment Agreement, the Company entered into a
Registration Rights Agreement (the Registration Rights Agreement)
with certain funds affiliated with and/or managed by certain of
the Backstop Parties (collectively, the Registration Rights
Holders).
The Registration Rights Agreement requires the Company to file a
shelf registration statement within 10 calendar days after the
date that the Company files its Annual Report on Form 10-K for
the year ended December31, 2016 or the latest date the Company
would be required to file a Form 10-K specified in the
Commissions rules and regulations applicable to non-accelerated
filers. The Registration Rights Agreement also provides the
Registration Rights Holders the ability to demand registrations
or underwritten shelf takedowns subject to certain requirements
and exceptions.
In addition, if the Company proposes to register shares of its
New Common Stock in certain circumstances, the Registration
Rights Holders will have certain piggyback registration rights,
subject to restrictions set forth in the Registration Rights
Agreement, to include their shares of New Common Stock in the
registration statement.
The Registration Rights Agreement also provides that (a)for so
long as the Company is subject to the requirements to publicly
file information or reports with the Commission to Section13 or
15(d) of the Exchange Act, the Company shall use best efforts to
timely file all information and reports with the Commission and
comply with all such requirements, (b)if the Company is not
subject to the requirements of Section13 or 15(d) of the Exchange
Act, the Company shall continue to file such information with the
Commission within the time periods specified in the Commissions
rules and regulations applicable to non-accelerated filers (as in
effect on the date hereof), and (c)commencing with the first full
quarter completed after the Effective Date, the Company will
arrange and participate in quarterly conference calls with the
Registration Rights Holders and securities analysts to discuss
its results of operations (including any financial information
filed with the Commission to Section13 or 15(d) of the Exchange
Act or clause (b)above) no later than three business days
following that date on which each of the quarterly and annual
reports are made available; provided, however that a majority of
the Registration Rights Holders may waive the requirements in
clauses (b)and (c)above.
In addition, Registration Rights Holders who collectively have
beneficial ownership of a majority of the registrable securities
may request 60 days after the Effective Date for the Company to
use reasonable best efforts to relist on a national securities
exchange within 60 days of such request so long as the Company
meets the eligibility requirements for a national securities
exchange acceptable to such Registration Rights Holders.
This summary of the Registration Rights Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Registration
Rights Agreement, which is filed as Exhibit 10.4 to this Current
Report on Form 8-K and incorporated by reference herein.
Item1.02 Termination of a Material Definitive
Agreement.
In accordance with the Plan, on the Effective Date, the
obligations of the Old CJ Companies with respect to the following
indebtedness were cancelled and discharged (collectively, the Old
CJ Debt):
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Credit Agreement, dated as of March24, 2015, by and among CJ Energy, CJ Holding Co., CJ Lux Holdings S.a.r.l., the other guarantors from time to time party thereto, the Credit Agreement Agent, and the lenders from time to time party thereto (as amended and restated by that certain First Amendment to Credit Agreement dated as of the same date, as the Waiver and Second Amendment to Credit Agreement, dated as of September29, 2015 and as the Third Amendment (Refinancing Amendment) to Credit Agreement dated as of September29, 2015, and as further modified to that certain Temporary Limited Waiver Agreement, dated as of May10, 2016, and the Second Forbearance Agreement) (collectively, as amended, the Credit Agreement). |
On the Effective Date, except as otherwise specifically provided
for in the Plan, the obligations of the Old CJ Companies under
the Old CJ Debt, any guarantees, and any other certificate,
share, note, bond, indenture, purchase right, option, warrant, or
other instrument or document directly or indirectly evidencing or
creating any indebtedness or obligation of or ownership interest
in any of the Old CJ Companies giving rise to any claim or equity
interest (except as provided under the Plan), were cancelled as
to the Old CJ Companies and their affiliates, and the reorganized
Company and its affiliates ceased to have any obligations
thereunder.
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
The description of the Exit Facility included under Item1.01 of
this Current Report on Form 8-K are incorporated by reference
herein.
Item3.02 Unregistered Sales of Equity
Securities.
On the Effective Date, to the terms of the Plan, the Company
issued an aggregate of 55,463,903 shares of its New Common Stock
to the Holders of Allowed Secured Lender Claims (as defined in
the Plan). The Company also issued 1,180,083 Warrants (subject to
adjustments to the terms of the Warrants) at an initial exercise
price of $27.95 (subject to adjustments to the terms of the
Warrants) to former holders of Interests in Old CJ. The Company
will issue up to 2,360,166 Warrants (subject to adjustments to
the terms of the Warrants) at an initial exercise price of $27.95
(subject to adjustments to the terms of the Warrants) to the
Unsecured Claims Representative for the benefit of the former
holders of Unsecured Creditor Claims after the Effective Date in
accordance with the terms of the Plan, the Confirmation Order,
the Unsecured Creditor Agreement and the Warrant Agreement.
Of the 55,463,903 shares of New Common Stock issued on the
Effective Date,
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39,999,997 shares of New Common Stock were issued pro rata to certain holders of claims arising under the Credit Agreement (the Plan Shares); |
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14,408,789 shares of New Common Stock were issued to participants in the rights offering extended by the Company to certain holders of claims arising under the Credit Agreement at a per share purchase price of $13.58, for an aggregate purchase price of approximately $195.7 million (the Rights Offering Shares); |
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318,743 shares of New Common Stock were issued to the Backstop Parties under the Backstop Parties commitment to purchase Unsubscribed Shares (as defined in the Backstop Commitment Agreement) at a per share purchase price of $13.58, for an aggregate purchase price of approximately $4.3 million (the Backstop Shares); and |
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736,374 shares of New Common Stock were issued to the Backstop Parties as the Put Option Premium (as defined in the Backstop Commitment Agreement) under the Backstop Commitment Agreement, representing 5% of the $200 million committed amount and a per share purchase price of $13.58 (the Put Option Shares). |
The Warrants, Plan Shares, Rights Offering Shares and Put Option
Shares were issued to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
Securities Act) under Section1145 of the Bankruptcy Code. The
Backstop Shares were issued to the exemption from the
registration requirements of the Securities Act provided by
Section4(a)(2) thereof.
Item3.03 Material Modifications to Rights of Security
Holders.
The information set forth in the Explanatory Note and in Items
1.01, 1.02, 3.02 and 5.03 of this Current Report on Form 8-K is
incorporated by reference herein.
Item5.01Changes in Control of Registrant.
The information set forth in the Explanatory Note and in Items
1.01, 1.02, 3.02 and 5.02 of this Current Report on Form 8-K is
incorporated by reference herein.
Item5.02Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On the Effective Date, by operation of the Plan, the following
persons ceased to serve as directors of Old CJ: Jay Golding,
William Restrepo, and Jim Trimble.
On the Effective Date, by operation of the Plan and to the
Stockholders Agreement, the Board will consist of seven members
divided into three classes: (i)Class I directors Stuart M.
Brightman and Michael Zawadzki, with terms expiring at the first
annual meeting of stockholders after the Effective Date,
(ii)Class II directors John J. Kennedy and Michael Roemer, with
terms expiring at the second annual meeting of stockholders after
the Effective Date and (iii)Class III directors Donald Gawick,
Steven Mueller and Patrick M. Murray, with terms expiring at the
third annual meeting of stockholders after the Effective Date. As
further described under Item5.03, the classified board structure
is intended to enhance the likelihood of continuity and stability
in the composition of the Board and discourage coercive takeover
practices and inadequate takeover bids.
Donald Gawick (Age 58) has served as a member of our Board of
Directors since July 2016. He also currently serves as our
President and Chief Executive Officer, a position he was
appointed to in June 2016, having previously served as our Chief
Operating Officer. Mr.Gawick was President and Chief Executive
Officer of CJs wireline
business, Casedhole Solutions, Inc. (Casedhole Solutions), from
March 2010 through June 2012, when CJ acquired Casedhole
Solutions. Mr.Gawick continued in his role of President of
Casedhole Solutions until his promotion to Chief Operating
Officer in October 2012. Mr.Gawick started his oilfield career in
1979 with Schlumberger and between 1979 and March 2010, he held
numerous management positions with Schlumberger, focusing on
operations and marketing, including oversight of all of
Schlumbergers oilfield business segments. In addition, he has
held senior leadership positions in oilfield services in sales
business and new technology development, service delivery and
Health-Safety-Environmental management, with assignments
throughout the United States, as well as in Canada, Europe, the
Far East and Latin America. Mr.Gawick holds a Bachelor of Science
degree in Electrical Engineering from the University of Manitoba.
Patrick M. Murray (Age 74) joined our Board of Directors in
January 2017, effective upon emergence from the Chapter 11
proceeding in accordance with the Companys Second Amended Joint
Plan of Reorganization (as Modified) of CJ Holding Company, et
al. In 2007, Mr.Murray retired from Dresser, Inc., where had been
the Chairman of the Board and Chief Executive Officer since 2004.
From 2000 until becoming Chairman of the Board, Mr.Murray served
as President and Chief Executive Officer of Dresser, Inc.
Mr.Murray was President of Halliburton Companys Dresser Equipment
Group, Inc.; Vice President, Strategic Initiatives of Dresser
Industries, Inc.; and Vice President, Operations of Dresser, Inc.
from 1996 to 2000. Mr.Murray served as the President of
Sperry-Sun Drilling Services from 1988 through 1996. Mr.Murray
joined NL Industries in 1973 as a Systems Application Consultant
and served in a variety of increasingly senior management
positions. Mr.Murray has been on the Board of Directors of
Harvest Natural Resources (NYSE: HNR) since October, 2000.
Mr.Murray also serves on the board of the World Affairs Council
of Dallas Fort Worth, on the board of advisors for the Maguire
Energy Institute at the Edwin L. Cox School of Business, Southern
Methodist University, and as Chairman of the Board of Regents of
Seton Hall University. Mr.Murray holds a Bachelor of Science
degree in Accounting and a Master of Business Administration from
Seton Hall University. He also served for two years in the U.S.
Army as a commissioned officer.
Stuart M. Brightman (Age 60) joined our Board of Directors in
January 2017, effective upon emergence from the Chapter 11
proceeding in accordance with the Companys Second Amended Joint
Plan of Reorganization (as Modified) of CJ Holding Company, et
al. Mr.Brightman has served as President and Chief Executive
Officer of Tetra Technologies, Inc. (Tetra) since May 2009, at
which time he was also appointed to serve on the Board of
Directors. He served as Executive Vice President and Chief
Operating Officer of Tetra from April 2005 to May 2009.
Mr.Brightman also serves as chairman of the Board of Directors of
Tetras CSI Compressco GP Inc. subsidiary, the general partner of
CSI Compressco LP, one of Tetras consolidated subsidiaries and a
publicly traded limited partnership subject to the reporting
requirements of the Exchange Act. From April 2004 to April 2005,
Mr.Brightman was self-employed. Mr.Brightman served as president
of the Dresser Flow Control division of Dresser, Inc. from April
2002 until April 2004. Dresser Flow Control, which manufactures
and sells valves, actuators, and other equipment and provides
related technology and services for the oil and gas industry, had
revenues in excess of $400 million in 2004. From November 1998 to
April 2002, Mr.Brightman was president of the Americas Operation
of the Dresser Valve Division of Dresser, Inc. He served in other
capacities during the earlier portion of his career with Dresser,
from 1993 to 1998. From 1982 to 1993, Mr.Brightman served in
several financial and operational positions with Cameron Iron
Works and its successor, Cooper Oil Tools. Mr.Brightman holds a
Bachelor of Science degree from the University of Pennsylvania
and a Master of Business Administration degree from the Wharton
School of Business.
John J. Kennedy (Age 64) joined our Board of Directors in January
2017, effective upon emergence from the Chapter 11 proceeding in
accordance with the Companys Second Amended Joint Plan of
Reorganization (as Modified) of CJ Holding Company, et al.
Mr.Kennedy was President and CEO of Wilson International, a
wholly-owned business unit of Smith International from 1999 to
2010 and of Schlumberger from August 2010 to May 2012. He joined
Wilson International after having previously served as Senior
Vice President and Chief Financial Officer of Smith
International, Inc. from 1997 to 1999. Mr.Kennedy also served as
Vice President of Finance and Chief Accounting Officer of Smith
International from 1994 to 1997, also holding the title of
Treasurer from 1991 to 1997. He has served as the Co-Chairman of
the Board of Directors of MicroSeismic, Inc., a post he has held
since January 2014, along with Chairman of the audit committee
since January 2015. He was appointed to MicroSeismics Board of
Directors in September 2013. Mr.Kennedy previously served on the
Board of Directors for Edgen Group Inc. from January to November
2013 and CE Franklin Inc. from 1999 to 2012. His career has
spanned over 45 years in
both executive finance and operating positions providing a broad
range of expertise in acquisitions, divestitures,
recapitalizations and reorganizations in companies with global
operations. Mr.Kennedy is also a member of the Chartered
Institute of Corporate Treasurers (FCT). He graduated from
Wimbledon College in 1970 and Farnborough College of Technology
in 1973.
Steven Mueller (Age 63) joined our Board of Directors in January
2017, effective upon emergence from the Chapter 11 proceeding in
accordance with the Companys Second Amended Joint Plan of
Reorganization (as Modified) of CJ Holding Company, et al.
Mr.Mueller serves as a Senior Advisor for First Reserve, having
joined the First Reserve Senior Advisor Program in October 2016.
Mr.Mueller served as a director of Southwestern Energy Company
from July 2009 to May 2016, serving as Chairman of the Board of
Directors from May 2014 to May 2016. Previously, Mr.Mueller
served as the Chief Executive Officer of Southwestern Energy from
May 2009 until his retirement in January 2016. Mr.Mueller also
held the title of President of Southwestern Energy from May 2009
until December 2014, having previously served as the President
and Chief Operating Officer since June 2008. He joined
Southwestern Energy from CDX Gas, LLC, a privately owned company
where he was employed as Executive Vice President from September
2007 to May 2008. From 2001 until its acquisition by Forest Oil
in 2007, Mr.Mueller served first as the Senior Vice President and
General Manager Onshore and later as the Executive Vice President
and Chief Operating Officer of The Houston Exploration Company.
Mr.Mueller has over 40 years of experience in the oil and gas
industry and served in multiple operational and managerial roles
at Tenneco Oil Company, Fina Oil Company, American Exploration
Company and Belco Oil Gas Company. Mr.Mueller holds a Bachelor of
Science degree in Geologic Engineering from the Colorado School
of Mines.
Michael Roemer (Age 57) has served as a member of our Board of
Directors since December 2010, and was reappointed to the Board
of the reorganized Company in January 2017 effective upon
emergence from the Chapter 11 proceeding in accordance with the
Companys Second Amended Joint Plan of Reorganization (as
Modified) of CJ Holding Company, et al. Mr.Roemer previously
served as the Chief Financial Officer of HKW, a private equity
group, and as a partner in several affiliate funds of HKW from
2000 until January 2012. Upon his retirement from HKW, Mr.Roemer
founded Roemer Financial Consulting, through which he provides
financial accounting advice. Prior to joining HKW, Mr.Roemer
served as a shareholder and Vice President of Flackman, Goodman
Potter, P.A., a public accounting firm, from 1988 to 2000.
Mr.Roemer is a licensed CPA with over 35 years experience, and is
a member of the American Institute of Certified Public
Accountants and the New Jersey Society of Certified Public
Accountants. Mr.Roemer holds a Bachelor of Science degree in
Accounting from the University of Rhode Island.
Michael Zawadzki (Age 36) joined our Board of Directors in
January 2017, effective upon emergence from the Chapter 11
proceeding in accordance with the Companys Second Amended Joint
Plan of Reorganization (as Modified) of CJ Holding Company, et
al. Mr.Zawadzki is a Senior Managing Director with GSO Capital
Partners, focused principally on the sourcing, execution, and
management of investments in the energy sector. Mr.Zawadzki is a
senior member of GSOs energy team and sits on the investment
committees for GSOs energy funds. Since joining GSO in July 2006,
Mr.Zawadzki has led or played a critical role in transactions
totaling over $3 billion of invested capital. Prior to joining
GSO, from 2004 to 2006, Mr.Zawadzki was with Citigroup Private
Equity, where he completed numerous private equity and
subordinated debt investments. From 2002 to 2004, Mr.Zawadzki
worked in the investment banking division of Salomon Smith
Barney, focused on the media and telecommunications industries.
Mr.Zawadzki currently serves on the Board of Directors of Titan
Energy (since October 2016), Sequel Energy Group (since November
2016), 3Bear Energy (since September 2016), and Community
Development Capital Group (since November 2013). Mr.Zawadzki
received a BS in Economics from the Wharton School of the
University of Pennsylvania, where he graduated magna cum laude.
Mr.Murray will serve as Chairman of the Board upon the Effective
Date.
Committees of the Directors
The standing committees of the Board following the Effective Date
will consist of an Audit Committee, a Nominating and Governance
Committee and a Compensation Committee. The Board has appointed
Messrs. Roemer (Chairman), Kennedy and Mueller as the members of
the Audit Committee; Messrs. Mueller (Chairman), Brightman,
Kennedy, Roemer and Zawadzki as members of the Nominating and
Governance Committee; and Messrs. Kennedy (Chairman), Brightman,
Mueller, Roemer and Zawadzki as members of the Compensation
Committee.
Compensation of Directors
Subject to approval by the Compensation Committee following the
Effective Date, each non-employee director is expected to receive
(i)an annual cash retainer of $87,500 and (ii)an equity-based
incentive vesting over three years to be valued at approximately
the following amounts:
| $87,500 for service on the Board; |
| An additional $50,000 per year for the Chairman of the Board; |
|
An additional $20,000 per year for the chairman of the Audit Committee; |
|
An additional $15,000 per year for the chairman of the Nominating and Governance Committee; and |
|
An additional $15,000 per year for the chairman of the Compensation Committee. |
Mr.Zawadzki will not receive compensation for serving as a
director for so long as GSO has the right to nominate directors
to the Stockholders Agreement.
Executive Officers
On the Effective Date, the senior executive officers of the
Company will consist of:
| Donald Gawick | President Chief Executive Officer | |
| Everett Mike Hobbs | Chief Operating Officer | |
| Mark Cashiola | Chief Financial Officer and Chief Accounting Officer | |
|
|
Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary |
|
| Patrick Bixenman |
Chief Administrative Officer and President of Research and Technology |
|
| Nicholas Petronio | President of Well Services | |
| Timothy Wallace | President of Drilling Completion Services | |
| Edward Keppler | President of Corporate Operational Development |
Incentive Plan
As provided in the Plan, the Company expects to implement a
management incentive plan to which certain officers and employees
of the Company will be eligible to receive equity-based awards
with respect to, in the aggregate, up to 10% of the Companys
total outstanding New Common Stock, along with cash-based awards.
The terms of such awards shall be determined at the discretion of
the Board.
Certain Relationships and Related Party
Transactions
The transactions described under the headings Registration Rights
Agreement and Stockholders Agreement in Item1.01 and the
transactions in connection with the Backstop Commitment Agreement
described in Item3.02 may be deemed to be related party
transactions. As such, the disclosure contained under those
headings is incorporated
by reference into this Item5.02. Mr.Zawadzki, an employee of GSO
Capital Partners LP (GSO) and/or one of its affiliates, is a
member of the Board. Certain affiliates of GSO may own securities
of the Company. Mr.Zawadzki disclaims beneficial ownership of any
securities of the Company that may be deemed to be beneficially
owned by affiliates of GSO.
Item5.03Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
The Company was formed on December19, 2016. On the Effective
Date, to the Plan, the Company filed the Amended and Restated
Certificate of Incorporation (the Certificate of Incorporation)
with the office of the Secretary of State of Delaware and adopted
new Bylaws (the Bylaws).
Description of Capital Stock
Authorized Capitalization
The Certificate of Incorporation provides that the Company is
authorized to issue 1,100,000,000 shares of capital stock,
divided into two classes consisting of (a)1,000,000,000 shares of
New Common Stock and (b)100,000,000 shares of preferred stock,
par value $0.01 per share.
New Common Stock
Voting Rights
Each holder of New Common Stock is entitled to one vote for each
share on all matters submitted to a vote of the stockholders,
including the election or removal of directors. The Bylaws
provide that subject to the terms of the Stockholders Agreement,
and to the rights of the holders of one or more series of
preferred stock, voting separately by class or series, to elect
directors to the terms of one or more series of preferred stock,
the election of directors are determined by a plurality of the
votes cast by the stockholders present in person or represented
by proxy at the meeting and entitled to vote thereon. Subject to
the terms of the Stockholders Agreement, all other matters are
determined by the vote of a majority of the votes cast by the
stockholders present in person or represented by proxy at the
meeting and entitled to vote thereon, unless the matter is one
upon which, by applicable law, the rules or regulations of any
stock exchange applicable to the Company, the Certificate of
Incorporation or the Bylaws, a different vote is required, in
which case such provision shall govern and control the decision
of such matter.
There is no cumulative voting by stockholders in the election of
directors.
Dividends
The Bylaws provide that the Board may from time to time declare,
and the Company may pay, dividends (payable in cash, property or
shares of the Companys capital stock) on the Companys outstanding
shares of capital stock, subject to applicable law, the
Certificate of Incorporation and the Stockholders Agreement.
Liquidation
Except as otherwise required by the Bylaws, the New Common Stock
will have all rights and privileges typically associated with
such securities as set forth in the General Corporation Law of
the State of Delaware (DGCL) in relation to rights upon
liquidation.
Other Rights
The descriptions of the Warrant Agreement, the Stockholders
Agreement and the Registration Rights Agreement included under
Item1.01 of this Current Report on Form 8-K is incorporated
herein by reference. Except as provided for by the Stockholders
Agreement, the holders of New Common Stock do not have preemptive
rights to purchase shares of the Companys New Common Stock.
Except as provided for by the Stockholders Agreement, the rights,
preferences and privileges of holders of New Common Stock will be
subject to those of the holders of any shares of preferred stock
that the Company may issue in the future.
Blank Check Preferred Stock
Except as provided for by the Stockholders Agreement, under the
terms of the Certificate of Incorporation, the Board has the
authority, without further action by the Companys stockholders,
to issue up to 100,000,000 shares of preferred stock in one or
more series from time to time, with each such series to consist
of such number of shares and to have such voting powers, full or
limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights,
and the qualifications, limitations or restrictions thereof, as
shall be approved by the Board.
The purpose of authorizing the Board to issue preferred stock and
determine its rights and preferences is to eliminate delays
associated with a stockholder vote on specific issuances. The
issuance of preferred stock, while providing flexibility in
connection with possible acquisitions, future financings and
other corporate purposes, could make it more difficult for a
third party to acquire control of the Company, or could adversely
affect the rights of the Companys common stockholders by
restricting dividends on the New Common Stock, diluting the
voting power of the New Common Stock, impairing the liquidation
rights of the New Common Stock or delaying or preventing a change
in control without further action by the stockholders. As a
result of these and other factors, the issuance of preferred
stock could have an adverse impact on the market price of the New
Common Stock.
Limitation on Issuance of Nonvoting Equity
Securities
The Certificate of Incorporation provides that the Company will
not issue nonvoting equity securities; provided, however the
foregoing restriction will (i)have no further force and effect
beyond that required under Section1123(a)(6) of Chapter 11 of
Title 11 of the Bankruptcy Code, (ii)only have such force and
effect for so long as Section1123 of the Bankruptcy Code is in
effect and applicable to the Company, and (iii)in all events may
be amended or eliminated in accordance with applicable law as
from time to time may be in effect. The prohibition on the
issuance of nonvoting equity securities is in compliance with
Section1123(a)(6) of the Bankruptcy Code.
Anti-Takeover Effects of Certain Provisions of
Delaware Law, the Certificate of Incorporation and the
Bylaws
The Companys Certificate of Incorporation and Bylaws contain
provisions that are intended to enhance the likelihood of
continuity and stability in the composition of the Board and that
could make it more difficult to acquire control of the Company by
means of a tender offer, open market purchases, a proxy contest
or otherwise. The Company expects that these provisions, which
are summarized below, will discourage coercive takeover practices
and inadequate takeover bids. These provisions also are designed
to encourage persons seeking to acquire control of the Company to
first negotiate with the Board, which the Company believes may
result in an improvement of the terms of any such acquisition in
favor of the Companys stockholders. However, they also give the
Board the power to discourage acquisitions that some stockholders
may favor. A description of these provisions is set forth below.
Classified Board of Directors
The Certificate of Incorporation and Bylaws provide that the
Board is classified into three classes of directors. A third
party may be discouraged from making a tender offer or otherwise
attempting to obtain control of the Company as it is more
difficult and time consuming for stockholders to replace a
majority of the directors on a classified board of directors.
Removal
Under the DGCL, unless otherwise provided in the certificate of
incorporation, directors serving on a classified board may be
removed by the stockholders only for cause. The Certificate of
Incorporation provides that, subject to the terms of the
Stockholders Agreement, no director may be removed from office by
the stockholders except for cause with the affirmative vote of
the holders of not less than a majority of the total voting power
of all outstanding securities of the Company generally entitled
to vote in the election of directors, voting together as a single
class.
Business Combinations
The Company has opted out of Section203 of the DGCL; however, the
Certificate of Incorporation contains similar provisions
providing that the Company may not engage in certain business
combinations with any interested stockholder for a three year
period following the time the stockholder became an interested
stockholder, unless:
|
prior to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the votes of the Companys voting stock outstanding at the time the transaction commenced, excluding certain shares; or |
|
at or subsequent to that time, the business combination is approved by the Board and by the affirmative vote of holders of at least 66 2/3% of the votes of the Companys outstanding voting stock not owned by the interested stockholder. |
Generally, a business combination includes a merger, asset or
stock sale or other transaction resulting in a financial benefit
to the interested stockholder. Subject to certain exceptions, an
interested stockholder is a person who, together with that
persons affiliates and associates, owns, or within the previous
three years owned, 15% or more of the votes of the Companys
outstanding voting stock. For purposes of this provision, voting
stock means any class or series of stock entitled to vote
generally in the election of directors.
Under certain circumstances, this provision will make it more
difficult for a person who would be an interested stockholder to
effect various business combinations with the Company for a three
year period. This provision may encourage companies interested in
acquiring the Company to negotiate in advance with the Board
because the stockholder approval requirement would be avoided if
the Board approves either the business combination or the
transaction that results in the stockholder becoming an
interested stockholder. These provisions also may have the effect
of preventing changes in the Board and may make it more difficult
to accomplish transactions stockholders may otherwise deem to be
in their best interests.
The Certificate of Incorporation provides that Ascribe Capital
LLC, any fund or account managed by BlueMountain Capital
Management, LLC, GSO Capital Solutions Fund II (Luxembourg)
S.a.r.l., GSO Capital Partners LP, Solus Opportunities Fund 5 LP,
Solus Opportunities Fund 3 LP, Ultra Master Ltd, SOLA LTD, Solus
Alternative Asset Management LP, any SHA Stockholder (as defined
in the Certificate of Incorporation) or any of their respective
affiliates, related funds or successors or any group, or any
member of any such group, to which any of such persons are a
party under Rule 13d-5 of the Exchange Act, do not constitute
interested stockholders for purposes of this provision.
Special Meetings of Stockholders
The Bylaws provide that, except as otherwise required by
applicable law or provided in the Certificate of Incorporation,
special meetings of stockholders may be called only by the Board.
The holders of a majority of the shares of stock entitled to vote
shall constitute a quorum on the matter for which such meeting is
called.
No Action by Written Consent
The Certificate of Incorporation and Bylaws provide that at any
time after the termination of the Stockholders Agreement in
accordance with its terms, all stockholder actions must be
effected at a duly called meeting of stockholders and not by
written consent.
No Cumulative Voting
The Certificate of Incorporation provides that there will be no
cumulative voting by stockholders in the election of directors.
Advance Notice Procedure
The Bylaws state that if notice is provided for a stockholders
meeting other than an annual meeting, it shall in addition state
the purpose or purposes for which the meeting is called, and the
business transacted at such meeting shall be limited to the
matters so stated in the Companys notice of meeting (or any
supplement thereto).
Authorized but Unissued Shares
Under Delaware law, the Companys authorized but unissued shares
of New Common Stock are available for future issuance without
stockholder approval. The Company may use these additional shares
for a variety of corporate purposes, including future public
offerings to raise additional capital, corporation acquisitions
and employee benefit plans. The existence of authorized but
unissued shares of common stock could render more difficult or
discourage an attempt to obtain control of the Company by means
of a proxy contest, tender offer, merger or otherwise.
Corporate Opportunities
Delaware law permits corporations to adopt provisions renouncing
any interest or expectancy in certain opportunities that are
presented to the corporation or its officers, directors or
stockholders. The Certificate of Incorporation, to the fullest
extent permitted by law, renounces any interest or expectancy
that the Company has in, or right to be offered an opportunity to
participate in, specified business opportunities that are from
time to time presented to certain non-employee directors, and
that, to the fullest extent permitted by law, such persons will
have no duty to refrain from engaging in any transaction or
matter that may be a corporate or business opportunity or offer a
prospective economic or competitive advantage in which the
Company or any of its affiliates could have an interest or
expectancy, or otherwise competing with the Company or its
affiliates (a Corporate Opportunity). In addition, to the fullest
extent permitted by law, in the event any non-employee director
acquires knowledge of a Corporate Opportunity, such director will
have no duty to communicate or present such Corporate Opportunity
to the Company or any of its affiliates. The Certificate of
Incorporation does not renounce interest in any Corporate
Opportunity that is expressly offered to a non-employee director
solely in his capacity as a director of the Company. A business
or other opportunity will not be deemed to be a potential
Corporate Opportunity for the Company if it is an opportunity
that the Company is not able or permitted to undertake, is not in
line with the Companys business or is an opportunity in which the
Company has no interest or reasonable expectancy.
Limitation on Liability of Directors and
Officers
The Certificate of Incorporation limits liability of directors to
the fullest extent that the DGCL or any other law of the State of
Delaware, as the same exists or may be amended, permits the
limitation or elimination of the liability of directors and
provides that no person who is or was a director of the Company
will be personally liable to the Company or any of its
stockholders for monetary damages for breach of fiduciary duty as
a director.
In addition, with certain exceptions, the Bylaws require that the
Company indemnify its directors and officers to the fullest
extent authorized or permitted by applicable law and that the
Company pay such expenses in advance. The Company also expects to
maintain directors and officers liability insurance. The Company
believes that these indemnifications provisions and insurance are
useful to attract and retain qualified directors and executive
officers.
The limitation of liability and indemnification provisions in the
Companys Certificate of Incorporation and Bylaws may discourage
stockholders from bringing a lawsuit against directors for breach
of their fiduciary duty. These provisions may have the effect of
reducing the likelihood of derivative litigation against
directors and officers, even though such action, if successful,
might otherwise benefit the Company and its stockholders.
Annual Meetings and Election of
Directors
The Certificate of Incorporation provides that the Companys
stockholders may act at an annual meeting of stockholders. The
Certificate of Incorporation provides that, subject to the
Stockholders Agreement, the stockholders have the right to elect
a number of directors to be designated as directors. So long as
the SHA Stockholders are entitled to designate persons for
nomination as directors to the Stockholders Agreement, the board
will consist of seven directors unless a different number is
approved by the SHA Stockholders to the Stockholders Agreement.
Subject to the Stockholders Agreement, a vacancy on the Board may
be filled by a vote of a majority of the directors in office, and
a director appointed to fill a vacancy serves for the remainder
of the term of the director in which the vacancy occurred.
Amendments
The Certificate of Incorporation further provides that holders of
at least 66 2/3% of the votes of the Companys outstanding voting
stock may adopt, amend or repeal the Companys Bylaws, provided
that any amendment of the Bylaws by the stockholders will require
approval of the SHA Stockholders to the extent required by the
Stockholders Agreement. The Certificate of Incorporation also
confers on the Board the power to adopt, amend or repeal the
Bylaws, subject to the Stockholders Agreement.
Transfer Agent and Registrar
The transfer agent and registrar for the New Common Stock and the
Warrants is American Stock Transfer Trust Company, LLC.
The foregoing descriptions of the Certificate of Incorporation
and the Bylaws do not purport to be complete and are subject to,
and qualified in their entirety by reference to the full text of
the Certificate of Incorporation and the Bylaws, respectively,
which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to
this Current Report on Form 8-K and incorporated by reference
herein.
Item7.01 Regulation FD Disclosure
On January6, 2017, the Company issued a press release announcing
the consummation of the Plan and emergence from the Chapter 11
cases on the Effective Date, as disclosed herein, a copy of which
is furnished as Exhibit 99.2 hereto to Item7.01 of Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the
information furnished to this Item7.01, and including Exhibit
99.2 furnished herewith, shall not be deemed filed for purposes
of Section18 of the Exchange Act, nor shall such be deemed
incorporated by reference in any filing under the Securities Act
or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item8.01 Other Events.
Successor Issuer
to Rule 12g-3(a) of the Exchange Act, the Warrants are deemed to
be registered under Section12(g) of the Exchange Act, and the
Company is deemed to be the successor registrant to Old CJ in its
state before the Effective Date. The Company also intends to
file, on or after the date hereof, a Registration Statement on
Form 8-A to effect the registration of the Warrants under
Section12(g) of the Exchange Act. As a result, the Company
remains, and, following the filing of the Registration Statement
on Form 8-A, will continue to remain, subject to the reporting
requirements of the Exchange Act following the Effective Date.
Item9.01Financial Statements and Exhibits.
|
|
|
|
| 2.1 |
Second Amended Joint Plan of Reorganization (as Modified) of CJ Holding Company, et al., to Chapter 11 of the Bankruptcy Code, dated December 15, 2016 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CJ Energy Services Ltd. on December 22, 2016 (File No. 000-55404)). |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of CJ Energy Services, Inc. |
|
| 3.2 | Bylaws of CJ Energy Services, Inc. | |
| 4.1 |
Form of specimen Warrant certificate (included in Exhibit 10.2). |
| 10.1 |
Credit Agreement, dated as of January 6, 2017, by and among CJ Energy Services, Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent. |
|
| 10.2 |
Warrant Agreement, dated as of January 6, 2017, by and between CJ Energy Services, Inc. and American Stock Transfer Trust Company, LLC, as warrant agent. |
|
| 10.3 |
Stockholders Agreement, dated as of January 6, 2017, by and among CJ Energy Services, Inc. and the parties thereto. |
|
| 10.4 |
Registration Rights Agreement, dated as of January 6, 2017, by and among CJ Energy Services, Inc. and the parties thereto. |
|
| 99.1 |
Order Confirming the Second Amended Joint Plan of Reorganization (as Modified) of CJ Holding Company, et al., to Chapter 11 of the Bankruptcy Code, as entered by the Bankruptcy Court on December 16, 2016 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by CJ Energy Services Ltd. on December 22, 2016 (File No. 000-55404)). |
|
| 99.2 |
Press release, dated January 6, 2017, issued by CJ Energy Services, Inc. |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Dated: January6, 2017 | CJ ENERGY SERVICES, INC. | |||||||
| By: | /s/Danielle Hunter | |||||||
| Name: | Danielle Hunter | |||||||
| Title: |
Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary |
Exhibit Index
|
|
|
|
| 2.1 |
Second Amended Joint Plan of Reorganization (as Modified) of CJ Holding Company, et al., to Chapter 11 of the Bankruptcy Code, dated December 15, 2016 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CJ Energy Services Ltd. on December 22, 2016 (File No. 000-55404)). |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of CJ Energy Services, Inc. |
|
| 3.2 | Bylaws of CJ Energy Services, Inc. | |
| 4.1 |
Form of specimen Warrant certificate (included in Exhibit 10.2). |
|
| 10.1 |
Credit Agreement, dated as of January 6, 2017, by and among CJ Energy Services, Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent. |
|
| 10.2 |
Warrant Agreement, dated as of January 6, 2017, by and between CJ Energy Services, Inc. and American Stock Transfer Trust Company, LLC, as warrant agent. |
|
| 10.3 |
Stockholders Agreement, dated as of January 6, 2017, by and among CJ Energy Services, Inc. and the parties thereto. |
|
| 10.4 |
Registration Rights Agreement, dated as of January 6, 2017, by and among CJ Energy Services, Inc. and the parties thereto. |
|
| 99.1 |
Order Confirming the Second Amended Joint Plan of Reorganization (as Modified) of CJ Holding Company, et al., |
About C&J Energy Services, Inc. (NYSE:C)
Citigroup Inc. (Citi) is a financial services holding company. The Company’s 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. It operates through two segments: Citicorp and Citi Holdings. Citicorp is focused on providing products and services to customers and leveraging the Company’s global network, including various economies. Global Consumer Banking (GCB) consists of Citi’s geographical consumer banking businesses that provide traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services. Citi Holdings contains businesses and portfolios of assets that Citi has determined are not central to its core Citicorp businesses. C&J Energy Services, Inc. (NYSE:C) Recent Trading Information
C&J Energy Services, Inc. (NYSE:C) closed its last trading session up +0.21 at 60.55 with 16,778,439 shares trading hands.