C&J Energy Services, Inc. (Form: 8-K, Received: 12/01/2017 06:09:24)

C&J ENERGY SERVICES, INC.

Date: December 1, 2017

/s/ Danielle Hunter

Danielle Hunter

Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 30, 2017

C&J Energy Services, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-38023	81-4808566
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3990 Rogerdale Rd. Houston, Texas		77042
(Address of Principal Executive Offices)		(Zip Code)

(713) 325-6000

Registrant’s Telephone Number, including Area Code

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

As previously reported, on October 25, 2017, C&J Energy Services, Inc. (“ C&J ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Caymus Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of C&J (“ Merger Sub ”), O-Tex Holdings, Inc., a Texas corporation (“ O-Tex ”), the stockholders of O-Tex (the “ Stockholders ”), and O-Tex Sellers Representative LLC, a Delaware limited liability company, in its capacity as representative of the Stockholders (the “ Stockholders’ Representative ”), providing for the merger of Merger Sub with and into O-Tex (the “ Merger ”), with O-Tex surviving the Merger, and immediately thereafter, the merger of O-Tex with and into another wholly owned direct subsidiary of C&J (together with the Merger and the other transactions contemplated by the Merger Agreement, the “ Transactions ”).

On November 30, 2017 (the “ Closing Date ”), each holder of (i) outstanding common stock, par value $0.01 per share, of O-Tex (the “ O-Tex Common Stock ”), (ii) Series A Preferred Stock, par value $0.01 per share, of O-Tex (the “ Series A Preferred Stock ”), and (iii) Series B Preferred Stock, par value $0.01 per share, of O-Tex (together with the Series A Preferred Stock and the O-Tex Common Stock, the “ O-Tex Shares ”) had its O-Tex Shares (excluding any O-Tex Shares held in the treasury of O-Tex or held by C&J or Merger Sub immediately prior to the effective time of the Merger) converted into the right to receive such Stockholders’ pro rata portion of 4,420,000 shares of common stock, par value $0.01 per share, of C&J (the “ Specified C&J Common Stock ”). In addition, C&J paid to the Stockholders’ Representative, and each Stockholder became entitled to receive a pro rata portion of, $90.8 million in cash. The cash portion of the merger consideration was determined based on $132.5 million of base cash merger consideration, which was subject to closing adjustments as provided in the Merger Agreement (including reductions for the repayment of O-Tex’s indebtedness and transaction expenses) and may be further adjusted post-closing as provided in the Merger Agreement (including reductions for the payment of certain amounts into escrow for post-closing working capital adjustments and the satisfaction of post-closing indemnification obligations).

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to C&J’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 26, 2017 and is incorporated herein by reference.

In addition, pursuant to the terms of the Merger Agreement, C&J entered into lockup agreements on the Closing Date with each of the Stockholders which, subject to certain exceptions, restrict the ability of the Stockholders to dispose of the Specified C&J Common Stock for a period from the Closing Date until February 28, 2018 without the prior written consent of C&J. The foregoing description of the lockup agreements does not purport to be complete and is qualified in its entirety by reference to the form of lockup agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. Pursuant to the Merger Agreement, C&J will use commercially reasonable efforts to file a resale registration statement registering the Specified C&J Common Stock within 30 days of the Closing Date and have such registration statement declared effective as promptly as practicable thereafter, subject to customary exceptions.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosure set forth above under Item 1.01 above is hereby incorporated by reference in its entirety in this Item 2.01.

Item 3.02

Unregistered Sales of Equity Securities.

On the Closing Date, in connection with the completion of the Merger, C&J issued the Specified C&J Common Stock to the Stockholders as described above. The issuance of the Specified C&J Common Stock in the Merger was not registered under the Securities Act of 1933, as amended (the “ Securities Act ”). These shares were issued in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act.

The disclosure set forth above under Item 1.01 is hereby incorporated by reference in its entirety in this Item 3.02.

Item 7.01

Regulation FD Disclosure.

On the Closing Date, C&J issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Form of Lockup Agreement.

99.1		Press release dated November 30, 2017.

SIGNATURES

Pursuant 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.

Signature Page to Form 8-K

Exhibit 10.1

C&J Energy Services, Inc.

Issuance of Common Stock

November 30, 2017

C&J Energy Services, Inc.

3990 Rogerdale Road

Houston, Texas 77049

Ladies and Gentlemen:

This letter is being delivered to you pursuant to an Agreement and Plan of Merger, dated as of October 25, 2017, by and among C&J Energy Services, Inc., a Delaware corporation (the “Company”), Caymus Merger Sub, Inc., a Delaware corporation, O-Tex Holdings, Inc., a Texas corporation (“O-Tex”), the undersigned, a stockholder of O-Tex, the other stockholders of O-Tex party thereto and Opus Sellers Representative LLC (the “Merger Agreement”). Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Merger Agreement, as applicable.

Pursuant to the Merger Agreement, the Company issued shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) to the undersigned. The undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including, except for the registration statement provided for in Section 8.16 of the Merger Agreement, the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Stock or any securities convertible into, or exercisable or exchangeable for such Common Stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof until February 28, 2018 without the prior written consent of the Company (such period, the “O-Tex Lockup Period”). For the avoidance of doubt, in no event shall the Company’s performance of or compliance with its covenants under Section 8.16 of the Merger Agreement relieve the undersigned of its obligations hereunder, which obligations shall continue in full force and effect until the expiration of the O-Tex Lockup Period.

Yours very truly,

Signature Page to Lock Up Agreement


ACKNOWLEDGED:
C&J ENERGY SERVICES, INC.


By:		Danielle Hunter
Title:		Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary

Signature Page to Lock Up Agreement

Exhibit 99.1

C&J ENERGY SERVICES COMPLETES ACQUISITION OF O-TEX HOLDINGS, INC.

HOUSTON, November 30, 2017 – C&J Energy Services, Inc. (“C&J”) (NYSE: CJ) announced today that it has completed its acquisition of all of the outstanding equity interests of O-Tex Holdings, Inc. and its operating subsidiaries, including O-Tex Pumping, L.L.C. (collectively, “O-Tex”), in a cash and stock transaction. The total consideration paid by C&J consisted of approximately $132.5 million in cash (subject to certain customary post-closing purchase price adjustments) and 4.42 million shares of C&J’s common stock. The cash component of the purchase price was funded with cash on hand.

Founded in 2007, O-Tex is the fourth largest provider of oilfield cementing services in the U.S. based on internal data and industry sources. O-Tex specializes in both primary and secondary downhole specialty cementing services in most major U.S. shale plays with eight field offices, eight lab facilities and one of the youngest fleets in the industry.

C&J’s President and Chief Executive Officer, Don Gawick, stated, “The completion of this acquisition immediately transforms our cementing business into one of the largest and most competitive in the U.S. as we join efforts with O-Tex and their successful team. We are excited to accelerate the growth of our well construction and intervention services business in the Lower 48 and continue to deliver the highest quality service to our customers safely, efficiently and with operational excellence.”

About C&J Energy Services

C&J Energy Services is a leading provider of well construction and intervention, well completion, well support and other complementary oilfield services to oil and gas exploration and production companies. We offer a comprehensive suite of services throughout the life cycle of the well, including fracturing, cased-hole wireline and pumping, cementing, coiled tubing, directional drilling, rig services, fluids management, artificial lift and other well support services. We are headquartered in Houston, Texas and operate across all active onshore basins of the continental United States. For additional information, please visit www.cjenergy.com .

C&J Energy Services Investor Contact

Daniel E. Jenkins

Vice President – Investor Relations

investors@cjenergy.com

713-260-9986

Forward-Looking Statements and Cautionary Statements

This press release contains certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. The

words “anticipate,” “believe,” “ensure,” “expect,” “if,” “once,” “intend,” “plan,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely,” and similar expressions that convey the uncertainty of future events or outcomes, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for our existing operations, experience, expectations and perception of historical trends, current conditions, anticipated future developments and their effect on us, and other factors believed to be appropriate. Although management believes that the expectations and assumptions reflected in these forward-looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Moreover, our forward-looking statements are subject to significant risks, contingencies and uncertainties, many of which are beyond our control, which may cause actual results to differ materially from our historical results. For additional information regarding known material factors that could cause our actual results to differ from our present expectations, please see our filings with the U.S. Securities and Exchange Commission, including our Current Reports on Form 8-K that we file from time to time, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law.