Ranger Energy Services, Inc. (Form: 8-K/A, Received: 05/20/2021 17:04:08)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 14, 2021


Ranger Energy Services, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-38183	81-5449572
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10350 Richmond, Suite 550 Houston, Texas 77042 (713) 935-8900 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (713) 895-8900

Check the appropriate box below if the Form 8K 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

RNGR

New York Stock Exchange

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. ☒

Introductory Note

The original filing of the Current Report on Form 8-K to which this amendment relates inadvertently included certain disclosures under inapplicable items of Form 8-K. This amendment is filed to amend and restate the original filing in all respects and to provide certain additional disclosures as set forth herein.

Item 3.02 Unregistered Sales of Equity Securities

On May 14, 2021 (the “Closing Date”), pursuant to the terms of the Membership Interest Purchase Agreement, Ranger Energy Services, Inc. (the “Company”) completed the private sale to an unaffiliated third party of an aggregate 1,256,000 shares of our Class A Common Stock in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended. The share issuance is in connection with the closing of the acquisition described in Item 7.01.

Item 7.01 Regulation FD

On the Closing Date, the Company, through certain of its subsidiaries, announced the completion of the acquisition of Patriot Well Solutions LLC in an all-stock transaction. The acquisition of Patriot further expands Ranger’s high quality wireline business while maintaining our considerable balance sheet strength. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibits.


Exhibit No.						Description
99.1						Press Release dated May 17, 2021
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

THE INFORMATION FURNISHED UNDER ITEM 7.01 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

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.


Ranger Energy Services, Inc.


/s/ J. Brandon Blossman						May 20, 2021
J. Brandon Blossman						Date
Chief Financial Officer
(Principal Financial Officer)

Exhibit 99.1

Ranger Energy Services, Inc. Acquires Patriot Completion Solutions in All-Stock Transaction

HOUSTON, TX--(May 17, 2021) - Ranger Energy Services, Inc. (NYSE: RNGR) (“Ranger” or the “Company”) announced today the acquisition of Patriot Completion Solutions LLC (d/b/a Patriot Well Solutions) (“Patriot”) in an all-stock transaction. The acquisition of Patriot further expands Ranger’s high quality wireline business while maintaining our considerable balance sheet strength. Patriot’s market leading reputation for wireline evaluation and intervention services, combined with its strong market presence in the Permian, Bakken, DJ, and Powder River Basins, and debt free balance sheet, created a highly attractive opportunity for Ranger.

Darron Anderson, CEO of Ranger Energy Services stated, “The addition of Patriot to our Ranger portfolio of companies checks a number of strategic boxes. Operators continue to drive capital discipline resulting in a material growth of well maintenance and intervention style work. Patriot’s primary service offering of wireline evaluation and intervention plays an integral role in these types of operations, significantly expanding Ranger’s current capabilities. Secondly, Patriot’s wireline completion units will be integrated into our highly efficient Mallard wireline business resulting in greater scale and immediate synergy capture. Most importantly, Patriot brings an extremely talented and technical team to the Ranger family along with an asset base of 22 wireline units which significantly increases our fleet size and geographical reach.”

Patriot, a portfolio company of White Deer Energy, is led by CEO Dragan Cicvaric. “We are extremely proud to have represented White Deer, and our team thanks them for their partnership and continued support of Patriot and now Ranger. As we move into our next phase of growth, we are excited to be joining the Ranger family of companies. Ranger has demonstrated their knowledge and commitment to the wireline business through their Mallard brand. Their reputation and experience bring an extreme level of excitement and confidence to our team,” said Mr. Cicvaric.

During Ranger’s first quarter 2021 earnings call, management made note of potentially closing a wireline acquisition within days along with the opportunity of closing a second acquisition within the next couple of months. Ranger remains committed to building a sustainable, high returns business centered upon top quality clients, excellent service and assets, effective technologies, efficient operations and processes, and ESG stewardship. While the addition of Patriot is a great milestone toward Ranger achieving its goals, the Company continues to pursue additional accretive strategic transactions.

About Ranger Energy Services, Inc.

Ranger is an independent provider of well service rigs and associated services in the United States, with a focus on unconventional horizontal well completion and production operations. Ranger also provides services necessary to bring and maintain a well on production. The Processing Solutions segment engages in the rental, installation, commissioning, start-up, operation and maintenance of MRUs, Natural Gas Liquid stabilizer and storage units and related equipment.

Company Contact:

J. Brandon Blossman

Chief Financial Officer

(713) 935-8900

Brandon.Blossman@rangerenergy.com