HAMILTON, Bermuda, March 24, 2015 /PRNewswire/ -- C&J Energy
Services, Inc. ("C&J") and Nabors Industries Ltd. ("Nabors")
announced today the completion of the combination of C&J with
Nabors' completion and production services business. The
resulting combined company, which has been renamed C&J Energy
Services Ltd. ("New C&J"), is one of the largest completion and
production services providers in North
America led by the current C&J management team, with
Josh Comstock serving as Chief
Executive Officer and Chairman of the Board, and Randy McMullen serving as President and Chief
Financial Officer. New C&J is headquartered in
Bermuda and its common shares have
been listed on the NYSE under the ticker symbol "CJES". Nabors
received approximately $688 million
in cash from C&J as a portion of the consideration for the
transaction and now owns approximately 53% of the outstanding and
issued common shares of New C&J, with the remainder held by
former C&J shareholders.
Josh Comstock, Founder, Chairman
and Chief Executive Officer of New C&J stated, "Today is an
extraordinary and exciting day for both C&J and Nabors. Among
the many strategic benefits of this combination is the
transformative increase in scale, driving the rapid advancement of
our goal of growing C&J from what we started as a single-crew
pressure pumping company to what is now a leading diversified
provider of technologically advanced oilfield services. With this
combination, we have greatly expanded our capabilities and
resources in a critical step to diversify our business, positioning
New C&J to benefit from future opportunities and manage market
challenges. We are eager to capitalize on the significantly
larger asset base and geographic footprint of our combined company
as we focus on building upon the successes that have been achieved
through implementing C&J's best-in-class operational
model. New C&J is equipped to deliver meaningful
strategic, financial and operational value to our shareholders,
customers and employees."
"This is a winning combination," said Anthony G. Petrello, Chairman, Chief Executive
Officer and President of Nabors. "We would like to thank our
employees for their dedication and hard work in building a leading
provider of completion and production services in North America. We are very proud of their
contributions and efforts through the years. We believe the
combined company will be more capable and better-positioned to
serve customers and compete on a global level than either company
would have realized on their own. With a majority ownership, our
shareholders retain a significant stake in a larger, premier
provider of completion and production services, while benefitting
from the growth of New C&J."
Transaction Structure
The transaction was originally announced on June 25, 2014, with the execution of a definitive
merger agreement to combine C&J with Nabors' completion and
production services business in the U.S. and Canada. Under the terms of the transaction
agreements, Nabors separated its completion and production services
business in the United States and
Canada from the rest of its
operations and consolidated this business under New C&J. A
Delaware subsidiary of New C&J
then merged into C&J, with C&J surviving the merger as a
subsidiary of New C&J. Effective upon closing of the
transaction, common shares of C&J have been converted into
common shares of New C&J on a 1-for-1 basis.
At closing, Nabors received total consideration valued, based on
C&J's closing stock price on March 23,
2015, at approximately $1.4
billion, comprised of approximately 62.5 million New C&J
common shares and approximately $688
million in cash. Nabors has agreed not to sell any common
shares received in the transaction for a period of 180 days
following closing.
New C&J financed the transaction with term loans and
borrowings under its new $600 million
revolving credit facility. Specifically, the financing consisted of
$90 million drawn under the combined
company's new revolving credit facility, along with a new term loan
B comprised of a $575 million term
loan B-1 that matures 5 years after closing and a $485 million term loan B-2 that matures 7 years
after closing.
Advisors
Citi and Tudor, Pickering, Holt & Co. acted as C&J's
financial advisors in connection with the transaction. Vinson
& Elkins L.L.P. acted as C&J's legal advisor. Fried,
Frank, Harris, Shriver & Jacobson LLP acted as C&J's tax
and debt financing counsel.
Goldman, Sachs & Co. and Lazard Ltd. acted as Nabors'
financial advisors in connection with the transaction.
Milbank, Tweed, Hadley & McCloy LLP acted as Nabors' legal
advisor, and Deloitte Tax LLP acted as Nabors' tax advisor.
About C&J Energy Services Ltd.
C&J 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. C&J
operates in some of the most active North American onshore basins
with facilities across the United
States and Western Canada.
C&J also has an office in Dubai and is in the process of establishing an
operational presence in key countries in the Middle East. For
additional information about C&J, please visit
www.cjenergy.com.
About Nabors Industries Ltd.
Nabors owns and operates the world's largest land-based drilling
rig fleet. The company is a leading provider of offshore platform
workover and drilling rigs in the U.S. and multiple international
markets. Nabors provides innovative drilling technology and
equipment, directional drilling and comprehensive oilfield services
in most of the significant oil and gas markets in the world. For
additional information about Nabors, please visit
www.nabors.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information in this press release may
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act. These include statements regarding the effects of the
transactions, estimates, expectations, projections, goals,
forecasts, assumptions, risks and uncertainties and are typically
identified by words or phrases such as "may," "will," "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe,"
"target," "forecast," and other words and terms of similar meaning.
For example, statements regarding future financial performance,
future competitive positioning and business synergies, future
acquisition cost savings, future accretion to earnings per share,
future market demand, future benefits to stockholders, future
economic and industry conditions, the transactions (including its
benefits, results, and effects), and the attributes of the
transactions and the combined company, are forward-looking
statements within the meaning of federal securities laws.
These forward-looking statements are subject to numerous risks
and uncertainties, many of which are beyond the control of C&J,
Nabors and New C&J, which could cause actual benefits, results,
effects and timing to differ materially from the results predicted
or implied by the statements. These risks and uncertainties
include, but are not limited to: potential adverse reactions or
changes to business relationships resulting from the completion of
the transactions; competitive responses to the transactions; costs
and difficulties related to the integration of C&J's business
and operations with Nabors' completion and production services
business and operations; the inability to obtain or delay in
obtaining cost savings and synergies from the transactions;
unexpected costs, charges or expenses resulting from the
transactions; the outcome of pending or potential litigation; the
inability to retain key personnel; uncertainty of the expected
financial performance of the combined company; and any changes in
general economic and/or industry specific conditions.
C&J, Nabors and New C&J caution that the foregoing list
of factors is not exclusive. Additional information concerning
these and other risk factors is contained in Nabors', New C&J's
and C&J's most recently filed Annual Reports on Form 10-K,
recent Current Reports on Form 8-K, and other SEC filings, which
are available at the SEC's website, http://www.sec.gov. All
subsequent written and oral forward-looking statements concerning
Nabors, C&J, New C&J, the merger or other matters
attributable to Nabors, New C&J and C&J or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. Each forward looking statement
speaks only as of the date of the particular statement, and none of
Nabors, New C&J or C&J undertakes any obligation to
publicly update any of these forward-looking statements to reflect
events or circumstances that may arise after the date hereof.
C&J Energy Services Investor Contact
C&J Energy Services Ltd.
investors@cjenergy.com
+1 713 260-9986
C&J Energy Services Media Contacts
Abernathy MacGregor
Tom Johnson or Luke Barrett – +1 212 371-5999
Glen Orr – +1 713 205-7770
Nabors Industries Investor & Media Contact
Dennis A. Smith, Director of
Corporate Development & Investor Relations
+1 281 775-8038
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SOURCE C&J Energy Services Ltd.; Nabors Industries Ltd.