Ranger Energy Services Receives Non-Binding Cash Take Private Offer From Major Stockholders
March 16 2020 - 8:13AM
Business Wire
Ranger Energy Services, Inc. (NYSE: RNGR) (“Ranger”), an
independent provider of well service rigs and associated services
in the United States, today announced that it has received a
non-binding offer from CSL Capital Management, L.P. (“CSL”) and
Bayou Well Holdings Company, LLC (“Bayou”), proposing to acquire
all of the outstanding shares of common stock of Ranger not owned
by CSL, Bayou and T. Rowe Price Associates, Inc. (the “T. Rowe
Price Investors”) in a cash merger transaction for $6.00 per share
(the “Take Private Offer”).
The Take Private Offer is subject to obtaining debt and equity
financing, the approval of a special committee of independent
directors (the “Special Committee”) of the Board of Directors of
Ranger (the “Board”), the informed approval by the holders of a
majority of the outstanding shares of Ranger not owned by CSL,
Bayou and the T. Rowe Price Investors, the approval of CSL’s
investment committee, the approval of Bayou’s board of managers and
the entry into a definitive merger agreement. The offer letter
indicated the Take Private Offer may be withdrawn at any time.
The Board intends to form a Special Committee to consider the
Take Private Offer. The Board expects that the Special Committee
will retain independent advisors, including independent financial
and legal advisors, to assist it in this process.
CSL, Bayou and certain of their affiliates purport to
beneficially own, in the aggregate, 3,189,676 shares of Class A
Common Stock and 6,866,154 shares of Class B Common Stock,
representing approximately 64.9% of the total shares of Class A
Common Stock of Ranger on an as-converted basis. CSL and Bayou
further represented in the letter that the T. Rowe Price Investors
own an additional 1,363,569 shares of Class A Common Stock,
representing approximately 8.8% of the total shares of Class A
Common Stock of Ranger on an as-converted basis.
Ranger cautions its stockholders and others trading in its
securities that the Take Private Offer constitutes only a
preliminary proposal that does not constitute a binding commitment
and that no decision has been made with respect to Ranger’s
response to the offer. There can be no assurance that a definitive
agreement will be executed or that the transaction contemplated in
the Take Private Offer or any other transaction will be
consummated.
Ranger does not undertake any obligation to provide any updates
with respect to this or any other transaction, except as required
under applicable law.
About Ranger Energy
Services
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 Completion and Other Services,
which 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.
Cautionary Statement Concerning
Forward-Looking Statements
Certain statements contained in this press release constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical facts, included in this press release that address
activities, events or developments that Ranger expects, believes or
anticipates will or may occur in the future are forward-looking
statements. Without limiting the generality of the foregoing,
forward-looking statements contained in this press release
specifically include, the formation of a Special Committee of the
Board, and the advisors expected to be retained by the Special
Committee. These forward-looking statements are subject to risks,
uncertainties and other factors, many of which are outside of
Ranger’s control that could cause actual results to differ
materially from the results discussed in the forward-looking
statements.
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, Ranger does not
undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. New factors emerge from time to time, and it is not
possible for Ranger to predict all such factors. When considering
these forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in our filings with the
Securities and Exchange Commission. The risk factors and other
factors noted in Ranger’s filings with the SEC could cause its
actual results to differ materially from those contained in any
forward-looking statement.
Ranger does not intend to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200316005413/en/
Ranger Energy Services, Inc. J. Brandon Blossman, (713) 935-8900
Chief Financial Officer Brandon.Blossman@RangerEnergy.com
Ranger Energy Services (NYSE:RNGR)
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