Announcement of Shelf Registration Statements Filed July 16, 2015
HAMILTON, Bermuda, July 17, 2015 /PRNewswire/ -- In response to certain investor inquiries, C&J Energy Services Ltd. (NYSE: CJES) ("C&J" or the "Company") today announced the filing of a selling stockholder shelf registration statement on Form S-3 on July 16, 2015 pursuant to its obligations under the registration rights agreement entered into between C&J and Nabors Industries Ltd. ("Nabors") on March 24, 2015 at the closing of C&J's combination with Nabors' completion and production services business. The selling stockholder shelf registration statement provides Nabors with the ability to make certain open market sales of its approximately 62.5 million C&J common shares beginning September 27, 2015, the date of expiration of the six month lock-up period currently in effect. At the expiration of the six month lock-up period on September 27, 2015, any sales by Nabors will be subject to the standstill and transfer restrictions included in the merger agreement signed by C&J and Nabors. The standstill period remains in effect until the earlier of March 24, 2020 and Nabors holding less than 15% of the issued and outstanding shares of C&J. During the standstill period, Nabors' use of the selling stockholder shelf registration statement will be limited to sales to passive investors, with C&J retaining a right of first refusal to repurchase any proposed sales of shares in excess of 10% of the Company's outstanding shares. Nabors has not informed the Company of any intent to utilize the selling stockholder shelf registration statement at the September 27, 2015 expiration of the six month lock-up period.
Additionally, on July 16, 2015 the Company filed a shelf registration statement on Form S-3 to replace the Company's prior shelf registration statement that became non-effective in connection with the closing of C&J's combination with Nabors' completion and production services business. The filing of this shelf registration statement was in ordinary course with no current view or intent to issue common shares. Because C&J's prior shelf registration statement became non-effective in connection with the closing of the Nabors transaction, it was necessary for C&J to file a new shelf registration statement on Form S-3 to preserve its ability to access the capital markets without potential delay as is customary for seasoned public issuers. The Company is not currently contemplating the issuance and sale of additional common shares in 2015 and as a result the shelf registration statement does not specify a proposed number of shares or securities for issuance at this time.
About C&J Energy Services
C&J Energy Services is a leading provider of completion and production services, with one of the largest completion services and workover and well servicing rig fleets in North America. We provide a full range of well services involved in the completion, life-of-well maintenance and plugging and abandonment of a well to oil and natural gas drilling and production companies primarily in North America. Our services include hydraulic fracturing, coiled-tubing, cased-hole wireline, cementing, workover, well-servicing, and other ancillary well site services. Additionally, we provide fluid management services, including those related to the transportation, storage and disposal of various fluids utilized in connection with drilling, completions, workover and maintenance activities. We operate in most of the major oil and natural gas producing regions of the continental United States and Western Canada. We also have an office in Dubai and we are working to establish an operational presence in key countries in the Middle East. For additional information about C&J, please visit www.cjenergy.com.
Forward-Looking Statements and Cautionary Statements
This news 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 facts, 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," "intend," "plan," "estimate," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "potential," "would," "may," "probable," "likely," and similar expressions, and the negative thereof, are intended to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the effects of the Transaction, our business outlook and plans, future financial position, liquidity and capital resources, the timing of any potential securities offerings, operations, performance, acquisitions, returns, capital expenditure budgets, costs and other guidance regarding future developments.
Forward-looking statements are not assurances of future performance. These forward-looking statements are based on management's current expectations and beliefs, forecasts for our existing operations, experience, 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 and uncertainties, many of which are beyond our control, which may cause actual results to differ materially from our historical experience and our present expectations or projections which are implied or expressed by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: potential adverse reactions or changes to business relationships resulting from the Transaction and competitive responses to the Transaction; costs and difficulties related to the integration of C&J's business and operations with the C&P Business's business and operations; the inability to obtain or delay in obtaining cost savings and synergies from the Transaction; unexpected costs, the outcome of pending or potential litigation; the inability to retain key personnel; any changes in general economic and/or industry specific conditions; risks relating to economic conditions; volatility of crude oil and natural gas commodity prices; delays in or failure of delivery of current or future orders of specialized equipment; the loss of or interruption in operations of one or more key suppliers or customers; oil and gas market conditions; the effects of government regulation, permitting and other legal requirements, including new legislation or regulation of hydraulic fracturing; operating risks; the adequacy of our capital resources and liquidity; weather; litigation; competition in the oil and natural gas industry; and costs and availability of resources.
C&J cautions that the foregoing list of factors is not exclusive. 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 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 any forward-looking statement which speaks only as of the date on which such statement is made. We undertake no obligation to correct, revise or update any forward-looking statement after the date such statement is made, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE C&J Energy Services Ltd.
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