C&J Energy Services Ltd. (NASDAQ:James) Files An 8-K Entry into a Material Definitive Agreement

C&J Energy Services Ltd. (NASDAQ:James) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement

Amendment to Tax Matters Agreement

As previously disclosed, on March24, 2015, in connection with the
business combination (the Merger) of CJ Energy Services,
Inc., a Delaware corporation (Legacy CJ), and the
completion and production services business (the Business)
of Nabors Industries Ltd., a Bermuda exempted company
(Nabors), Legacy CJ and Nabors entered into a tax matters
agreement (the Tax Matters Agreement), which governs
Nabors and Legacy CJs respective rights, responsibilities and
obligations with respect to taxes related to the Business
(including responsibility for pre-Merger taxes and limitations on
the ability of the Company (as defined below) to take certain
actions after the Merger).

to the Mediated Settlement Agreement, dated December12, 2016, by
and among the Bankruptcy Estate of the Debtors, the Official
Committee of Unsecured Creditors of CJ Holding Co., the Steering
Committee of Secured Lenders under the Prepetition Secured Debt
Facility and the DIP Facility, and Nabors Corporate Services,
Inc. (acting on behalf of itself and as agent for Nabors and its
affiliates and subsidiaries, other than the Debtors (as defined
below)) (the Settlement Agreement), the Company and Nabors
agreed to make certain amendments to the Tax Matters Agreement,
and agreed that the Company would assume the Tax Matters
Agreement (and Nabors would not contest such assumption or seek
payment of any additional cure amounts), as amended, in
connection with the Plan (as defined below).

On December16, 2016, the Company and Nabors entered into
Amendment No.1 to the Tax Matters Agreement (the
Amendment), reflecting the amendments contemplated by the
Settlement Agreement. to the Amendment, the Company and Nabors
have agreed that:

The Company will bear responsibility for 75% of certain taxes
for which it otherwise would have been entitled to
reimbursement by Nabors, until such time as the amount of
such taxes paid by the Company (subject to certain
adjustments) equals $11,500,000 (the Tax Cap), and
thereafter, Nabors will pay 50% of such taxes;

The Company will (a)retain 50% of the refunds of taxes paid
by Nabors that the Company received prior to December12, 2016
(except as described in the next bullet) and that the Company
otherwise would have been required to pay to Nabors, (b)be
entitled to retain 75% of any refunds of taxes paid by Nabors
that have been accrued on the Companys books and records as
of December12, 2016 and that the Company otherwise would have
been required to pay to Nabors, and (c)be entitled to retain
75% of any other refunds of taxes paid by Nabors prior to
December12, 2016 that the Company receives after December12,
2016 but before it has paid an amount of taxes (as described
in the previous bullet) equal to the Tax Cap;

on the 14th day
following the Effective Date (as defined below), the Company
will make a one-time payment to Nabors of $300,000 on account
of the refunds described in clause (a)of the previous bullet;
and

the restructuring transactions contemplated by the Plan will
not be subject to the restrictions in the Tax Matters
Agreement on the Companys ability to take certain actions
after the Merger.

The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of such amendment, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.


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Item1.03
Bankruptcy or Receivership.

As previously disclosed, on July20, 2016, CJ Energy Services Ltd.
(CJ or the Company) and certain of its subsidiaries
(collectively, the Debtors) filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code (the Bankruptcy Code) in the United States Bankruptcy
Court for the Southern District of Texas, Houston Division (the
Bankruptcy Court).The Debtors Chapter 11 cases (the
Chapter 11 Cases) are being jointly administered under the case
>In re CJ Holding Co., et al., Case No.16-33590
(DRJ).

On December16, 2016, the Bankruptcy Court entered theOrder
Confirming the Second Amended Joint Plan of Reorganization (as
Modified) of CJ Holding Company, et al., to Chapter 11 of the
Bankruptcy Code
(the Confirmation Order), which
approved and confirmed the Second Amended Joint Plan of
Reorganization (as Modified) of CJ Holding Company, et al. (the
Plan).

The effective date of the Plan (the Effective Date) will
occur after all conditions precedent to the Plan have been
satisfied or waived to the terms of the Plan.Although the Debtors
currently anticipate that all such conditions precedent will be
satisfied in early January 2016, the Debtors can make no
assurances as to when, or ultimately if, the Plan will become
effective.

The following is a summary of the material terms of the Plan.
This summary highlights only certain substantive provisions of
the Plan and is not intended to be a complete description of the
Plan. This summary is qualified in its entirety by reference to
the full text of the Plan and the Confirmation Order, which are
attached hereto as Exhibits 2.1 and 99.1, respectively, and
incorporated by reference herein.

The Plan of Reorganization and Treatment of Claims
and Interests

The Plan contemplates a restructuring of the Debtors through
(i)the conversion of approximately $1.4 billion in outstanding
obligations under the Debtors prepetition credit agreement into
equity, (ii)a $200 million new money investment funded to a
Rights Offering (as defined below) backstopped by the Backstop
Parties (as defined below), (iii)the issuance of warrants to
acquire stock in the Company, and (iv)the entry into a $100
million revolving exit facility.

The Plan contemplates, among other things, the following
treatment of claims against and interests in the Debtors:

The Company will issue approximately 54.7million shares of
common stock (the New Common Stock), including shares
subscribed for to the Rights Offering and the Backstop
Commitment Agreement (as defined below), to the holders of
allowed secured lender claims and/or the Backstop Parties,
and will issue additional shares of New Common Stock to
satisfy payment of the put option premium to the Backstop
Commitment Agreement.

The holders of unsecured convenience class claims will
receive up to $2.5 million in cash (the Convenience Class
Recovery Pool
).

The holders of general unsecured claims will receive
(x)warrants to purchase up to 4% of the New Common Stock, on
a fully diluted basis, at a strike price of $1.55 billion,
subject to any applicable antidilution adjustments, issued to
the Unsecured Claims Representative in accordance with the
Plan and (y)$30.5 million in cash, plus any unused portion of
the Convenience Class Recovery Pool.


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The holders of interests in CJ will receive warrants to
purchase up to 2% of the New Common Stock, on a fully diluted
basis, at a strike price of $1.55 billion, subject to any
applicable antidilution adjustments.

In addition, the Plan incorporates an integrated compromise and
settlement of claims to achieve a beneficial and efficient
resolution of the Chapter 11 Cases.The settlement, distributions,
and other benefits provided under the Plan, including the
releases and exculpation provisions included therein, are in full
satisfaction of all claims and causes of action that could be
asserted.Additional information regarding the classification and
treatment of claims and interests can be found in ArticleIII of
the Plan.

Capital Structure

Under the Plan, the Companys new Certificate of Incorporation
(the New Charter) and new Bylaws will become effective on
the Effective Date. As of September30, 2016 there were
119,581,014 shares of the Companys common stock outstanding, all
of which will be cancelled to the Plan.The New Charter will
authorize the Company to issue shares of the New Common Stock,
all of which shall be distributed to holders of allowed secured
lender claims in accordance with the Plan on the Effective Date,
subject to dilution on account of an incentive-based compensation
plan for the Debtors employees, the Rights Offering, the Backstop
Commitment Agreement, the put option premium, and the new
warrants, as applicable.

Rights Offering and Backstop Commitment
Agreement

In addition, as previously disclosed, on November15, 2016, the
Company commenced an offering of subscription rights (the
Rights Offering) to eligible holders of allowed secured
lender claims to purchase up to $200 million of shares of New
Common Stock in the aggregate at a price per share of $13.58. As
previously disclosed, on December6, 2016, the Company entered
into a backstop commitment agreement (the Backstop Commitment
Agreement
) with certain holders of secured lender claims (the
Backstop Parties), to which the Backstop Parties agreed,
subject to the terms and conditions in the Backstop Commitment
Agreement, to backstop the full amount of the Rights Offering.
Participants in the Rights Offering subscribed for shares of New
Common Stock, which will be issued on the Effective Date to the
Plan. In addition, in accordance with the Confirmation Order and
to the Plan and the Backstop Commitment Agreement, shares of New
Common Stock that were unsubscribed in the Rights Offering, along
with shares of New Common Stock representing a put option premium
equal to 5% of the $200 million committed amount, will be issued
to the Backstop Parties on the Effective Date.

Registration Rights Agreement

On the Effective Date, the Company will enter into a registration
rights agreement in the form filed with the Bankruptcy Court as
part of the Plan Supplement (as defined in the Plan), to which
certain shareholders will receive certain customary registration
rights with respect to their shares of New Common Stock.

Warrant Agreement

On the Effective Date, the Company will enter into a warrant
agreement in the form filed with the Bankruptcy Court as part of
the Plan Supplement, to which the Company will issue net-share
settled warrants to purchase up to (x)4% of the New Common Stock,
on a fully diluted basis, to the unsecured claims representative
for the benefit of the holders of general unsecured claims and
(y)2% of the New Common Stock, on a fully diluted basis, to the
holders of interests in CJ, in each case at a strike price of
$1.55 billion, subject to any applicable antidilution
adjustments.


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Reorganization Into Delaware Corporation On or Prior
to Effective Date

In accordance with the Confirmation Order and to the Plan, the
Company will reorganize from being a Bermuda company to a
Delaware corporation and all of the outstanding equity interests
in the reorganized Company immediately prior to such
reorganization will be cancelled in exchange for new interests in
the Company in its form as a Delaware corporation. The Company in
its form as a Delaware corporation will be considered as a
successor to the Company in its previous form as a Bermuda
company. This reorganization is expected to occur on the
Effective Date.

Post-Emergence Governance

On the Effective Date, the term of any current members of the
board of directors of the Company (the Board) will expire,
and a new board of directors of the Company (the New
Board
) will take office. The New Board will consist of Donald
Gawick (the Companys Chief Executive Officer), Stuart Brightman,
John Kennedy, Steven Mueller, Patrick Murray, Michael Roemer and
Michael Zawadzki.

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
Danielle Hunter Executive Vice President, General Counsel, and Chief Risk and
Compliance Officer; Corporate Secretary
Patrick Bixenman Chief Administrative Officer and President of Research and
Technology
Nicholas Petronio President of Well Services
Timothy Wallace President of Completion Services
Edward Keppler President of Corporate Operational Development

Stockholders Agreement

On the Effective Date, the Company will enter into a stockholders
agreement in the form filed with the Bankruptcy Court as part of
the Plan Supplement, which, among other things, will provide
certain Backstop Parties with the right to designate for
nomination directors to the New Board, which right will continue
following emergence until the earlier of (i)the registration of
the New Common Stock to Section12(b) of the Exchange Act in
connection with the New Common Stock being listed on NASDAQ, the
NYSE or the NYSE MKT or (ii)their ownership of New Common Stock
falling below certain levels.

Management Incentive Plan

On or after the Effective Date, the Company will implement a new
management incentive plan, to which equity awards of up to 10% of
the total outstanding New Common Stock, on a fully


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diluted basis, may be issued to management and employees of the
reorganized Debtors on or after the Effective Date, solely at the
discretion of the New Board and on terms to be determined by the
New Board.

Releases

The Plan provides certain release provisions that include
releases for the benefit of the Debtors, certain of the
claimholders and all of the foregoing parties and their
affiliates current and former equity holders (regardless of
whether such interests are held directly or indirectly),
predecessors, successors, and assigns, subsidiaries, and their
current and former officers, directors, managers, principals,
members, employees, agents, advisory board members, financial
advisors, partners, attorneys, accountants, investment bankers,
consultants, representatives, and other professionals, each in
their capacity as such, as further set forth in Article VIII of
the Plan.

Exculpation

The Plan provides certain exculpation provisions, which include a
full exculpation from liability in favor of the Debtors, certain
of the claimholders and all of the foregoing parties respective
current and former affiliates, officers, directors, managers,
principals, members, employees, agents, financial advisors,
attorneys, accountants, investment bankers, consultants,
representatives, and other professionals, each in their capacity
as such, from various claims and causes of action, as further set
forth in Article VIII of the Plan.

Certain Information Regarding Assets and Liabilities
of the Company

Information regarding the assets and liabilities of the Company
as of the most recent practicable date is hereby incorporated by
reference to the Companys Annual Report on Form10-K for the
fiscal year ended December31, 2015, filed with the United States
Securities and Exchange Commission (the SEC) on
February29, 2016 and the Companys Quarterly Report on Form 10-Q
for the period ended September30, 2016, filed with the SEC on
November7, 2016.


Item5.02
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers

On December16, 2016, Mr.H. H. Tripp Wommack, III, a member of the
Board, resigned from the Board. Mr.Wommacks decision to resign
from the Board was not as a result of any disagreement with the
Company or the Board.

Under the Companys Bye-laws, the Board may appoint any person as
a director to fill the vacancy on the Board as a result of
Mr.Wommacks resignation, subject to the approval of the
Nominating and Governance Committee of the Board. As of
December16, 2016, the Board has not yet identified a nominee to
serve on the Board as Mr.Wommacks successor. The Board may not
seek to appoint such successor director since the terms of the
current members of the Board will expire on the Effective Date.


Item9.01
Financial Statements and Exhibits.

The exhibits listed in the following ExhibitIndex are filed as
part of this Current Report on Form8-K.


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ExhibitNo.


Description of Exhibit

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.
10.1 Amendment No. 1 to the Tax Matters Agreement, dated as of
December 16, 2016, by and between Nabors Industries Ltd. and
CJ Energy Services Ltd.
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.


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to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

CJ ENERGY SERVICES LTD.
(Registrant)
Date: December 21, 2016 By:


/s/ Danielle Hunter

Name: Danielle Hunter
Title: Executive Vice President and General Counsel


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EXHIBIT INDEX


ExhibitNo.


Description of Exhibit

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.
10.1 Amendment No. 1 to the Tax Matters Agreement, dated as of
December 16, 2016, by and between Nabors Industries Ltd. and
CJ Energy Services Ltd.
99.1 Order Confirming the Second Amended Joint Plan of
Reorganization (as Modified) of CJ Holding Company, et al.,


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