UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1*)
Ranger Energy Services, Inc.
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
75282U 104
(CUSIP Number)
Bayou Well Holdings Company, LLC
1310 W. Sam Houston Pkwy N.
Houston, Texas 77043
(713) 463-1504
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 12, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 75282U 104
1 | Name of Reporting Persons
Bayou Well Holdings Company, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
OO | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
10,055,830* | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,775,261** | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,055,830* | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
64.9%*** | |||||
14 | Type of Reporting Person
OO |
* | Consists of (a) 3,189,676 shares of Class A Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) and (b) 6,866,154 shares of Class B Common Stock, par value of $0.01 per share, of the Issuer (Class B Common Stock) and an equivalent number of units of RNGR Energy Services, LLC (Ranger Units), which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to that certain Amended and Restated Limited Liability Company Agreement of Ranger LLC (the Ranger LLCA). The Class A Common Stock, Class B Common Stock and Ranger Units are collectively referred to herein as the Securities. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
** | Consists of (a) 1,325,261 shares of Class A Common Stock and (b) 450,000 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
*** | Based on a combined total of 15,498,942 shares of Class A Common Stock. This combined total consists of (a) 8,632,788 shares of Class A Common Stock outstanding as of February 26, 2020, and (b) assumes that all 6,866,154 shares of Class B Common Stock beneficially owned by the Reporting Person (as defined below) as of February 26, 2020 (along with an equivalent number of Ranger Units, and no other shares of Class B Common Stock or Ranger Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis. |
2
CUSIP No. 75282U 104
1 | Name of Reporting Persons
Richard E. Agee | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
PF | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
137,931* | ||||
8 | Shared Voting Power
10,055,830** | |||||
9 | Sole Dispositive Power
137,931* | |||||
10 | Shared Dispositive Power
1,775,261*** | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,193,761**** | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
65.8%***** | |||||
14 | Type of Reporting Person
IN |
* | Consists of 137,931 shares of Class A Common Stock. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
** | Consists of (a) 3,189,676 shares of Class A Common Stock and (b) 6,866,154 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
*** | Consists of (a) 1,325,261 shares of Class A Common Stock and (b) 450,000 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
**** | Consists of (a) 3,189,676 shares of Class A Common Stock and (b) 6,866,154 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
***** | Based on a combined total of 15,498,942 shares of Class A Common Stock. This combined total consists of (a) 8,632,788 shares of Class A Common Stock outstanding as of February 26, 2020, and (b) assumes that all 6,866,154 shares of Class B Common Stock beneficially owned by the Reporting Person as of February 26, 2020 (along with an equivalent number of Ranger Units, and no other shares of Class B Common Stock or Ranger Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis. |
3
CUSIP No. 75282U 104
1 | Name of Reporting Persons
Brett T. Agee | |||||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds
OO | |||||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
26,498* | ||||
8 | Shared Voting Power
10,055,830** | |||||
9 | Sole Dispositive Power
26,498 | |||||
10 | Shared Dispositive Power
1,775,261*** | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,082,328**** | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
65.1%***** | |||||
14 | Type of Reporting Person
IN |
* | Consists of 26,498 shares of Class A Common Stock. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
** | Consists of (a) 3,189,676 shares of Class A Common Stock of the Issuer, and (b) 6,866,154 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
*** | Consists of (a) 1,325,261 shares of Class A Common Stock and (b) 450,000 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
**** | Consists of (a) 3,189,676 shares of Class A Common Stock and (b) 6,866,154 shares of Class B Common Stock and an equivalent number of Ranger Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the Ranger LLCA. See Item 5 for a further description of the beneficial ownership of Class A Common Stock reported herein, which description is incorporated herein by reference. |
***** | Based on a combined total of 15,498,942 shares of Class A Common Stock. This combined total consists of (a) 8,632,788 shares of Class A Common Stock outstanding as of February 26, 2020, and (b) assumes that all 6,866,154 shares of Class B Common Stock beneficially owned by the Reporting Person as of February 26, 2020 (along with an equivalent number of Ranger Units, and no other shares of Class B Common Stock or Ranger Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis. |
4
This Amendment No. 1 (Amendment No. 1) amends and supplements the Schedule 13D filed jointly by Bayou Well Holdings Company, LLC, Richard E. Agee and Brett T. Agee (collectively, the Reporting Persons) on November 20, 2019 (the Schedule 13D).
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On March 12, 2020, CSL Capital Management, L.P. and Bayou Well Holdings Company, LLC (collectively, the Offering Parties) submitted a preliminary non-binding offer (the Non-Binding Offer) to the Board for the acquisition of all of the outstanding publicly held shares of common stock of the Issuer not already owned by the Offering Parties in exchange for $6.00 in cash per share, subject to certain terms and conditions (the Transaction).
The Offering Parties indicated in the Non-Binding Offer that they are prepared to negotiate and complete the Transaction in an expeditious manner. The Non-Binding Offer also provided that no binding obligation on the part of the Issuer or the Offering Parties shall arise with respect to the Transaction unless and until definitive agreements have been executed and the Non-Binding Offer and its terms may be rescinded or modified at any time. The Reporting Persons have and may continue to enter into discussions with the other Offering Parties regarding arrangements with respect to the Non-Binding Offer.
If the Transaction is completed, the Issuers Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act and would be delisted from the New York Stock Exchange.
This summary of the Non-Binding Offer in this Amendment No. 1 is not intended to be complete and is qualified in its entirety by reference to the full text of the Non-Binding Offer, as modified in oral communications, a copy of which is attached hereto as Exhibit 8.
There can be no assurance that any discussions that may occur between the Offering Parties and the Issuer with respect to the offer contained in the Non-Binding Offer will result in the entry into a definitive agreement concerning the Transaction or, if such a definitive agreement is reached, will result in the consummation of the Transaction provided for in such definitive agreement. Discussions concerning the Transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning the Transaction and the consummation of any transaction is subject to a number of contingencies that are beyond the control of Offering Parties, including the satisfactory completion of due diligence, the approval of a special committee and the Board, the approval by holders of a majority of the outstanding shares of common stock of the Issuer not held by the Offering Parties and affiliates or cooperating shareholders and the satisfaction of any conditions to the consummation of such transaction set forth in any such definitive agreement.
Except as may be required by law, the Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the Offering Parties and the Board have approved a specific transaction, if any, and the Offering Parties and the Issuer have then entered into a definitive agreement to effect such transaction. The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.
Each Reporting Person reserves the right to change its intention with respect to any or all of the matters required to be disclosed in this Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby supplemented as follows:
The description of the Non-Binding Offer under Item 4 is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby supplemented as follows:
Exhibit 8 | Non-Binding Offer to the Issuer, dated March 12, 2020. |
5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 13, 2020
Bayou Well Holdings Company, LLC | ||
By: | /s/ Brett T. Agee | |
Name: Brett T. Agee | ||
Title: President and Chief Executive Officer | ||
Richard E. Agee | ||
/s/ Richard E. Agee | ||
Richard E. Agee | ||
Brett T. Agee | ||
/s/ Brett T. Agee | ||
Brett T. Agee |
Exhibit 8
March 12, 2020
Board of Directors
Ranger Energy Services, Inc.
800 Gessner Street, Suite 1000
Houston, TX 77024
Attn: Members of the Board of Directors of Ranger Energy Services, Inc. (the Board)
Re: | Possible acquisition of all outstanding publicly held shares of common stock of Ranger Energy Services, Inc. |
Ladies and Gentlemen:
CSL Capital Management, L.P. (CSL) and Bayou Well Holdings Company, LLC (Bayou) are pleased to submit this non-binding offer (this Non-Binding Offer) to Ranger Energy Services, Inc. (Ranger) regarding a possible transaction pursuant to which an entity to be determined by CSL and Bayou (Ranger Holdings) would acquire all of the outstanding shares of Class A Common Stock of Ranger not already owned by CSL, Bayou and/or their affiliates (the Transaction), as described in more detail below. We believe that the Transaction offers the best path forward for Ranger and its stockholders, given the low trading volume of Rangers Class A Common Stock and the challenges facing energy markets generally. The Transaction presents an opportunity for Rangers stockholders to realize cash consideration for their shares in a volatile market, while better positioning Ranger to respond to current macroeconomic conditions and ongoing changes in the upstream sector.
Based on our records, CSL, Bayou and certain of their affiliates beneficially own, as of March 11, 2020, in the aggregate, 3,189,676 shares of Class A Common Stock and 6,866,154 shares of Class B Common Stock, representing approximately 64.3% of the total shares of Class A Common Stock of Ranger on an as- converted basis. In addition, CSL and Bayou have received a non-binding indication of support from T. Rowe Price Associates, Inc., as investment adviser to certain funds and accounts (the T. Rowe Price Investors) that beneficially own, as of March 11, 2020, in the aggregate, 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, with respect to rolling their equity into equity securities of Ranger Holdings in connection with the Transaction. Subject to the negotiation and execution of a definitive agreement containing terms and conditions customary for a transaction of the type set out in this letter, we are pleased to offer $6.00 in cash in exchange for each issued and outstanding share of Class A Common Stock of Ranger that is not directly owned by CSL, Bayou and their respective affiliates.
1. Structure.
The Transaction would be structured as a merger between Ranger and a subsidiary of Ranger Holdings, with Ranger surviving the merger as a wholly owned subsidiary of Ranger Holdings.
2. Special Committee.
We anticipate that the Board will desire to establish and empower an independent Special Committee (the Special Committee) to evaluate and negotiate the proposed Transaction, and that the Special Committee will engage independent advisors to assist in the evaluation of this Non-Binding Offer. CSL, Bayou and their respective affiliates have no interest in selling any of the shares of common stock of Ranger owned or controlled by them, and as such, would not expect, in their capacity as stockholders of Ranger, to vote in favor of any alternative sale, merger or similar transaction involving Ranger. If the Special Committee does not recommend, or the stockholders of Ranger do not approve, the proposed Transaction, CSL, Bayou and their respective affiliates currently intend to continue as long-term stockholders of Ranger.
3. Key Assumptions.
The principal terms set out above are based on the following key assumptions:
(a) | Ranger Holdings and Ranger would enter into a definitive merger agreement or other similar agreement (the Definitive Agreement) that would set out all of the terms and conditions relevant to the Transaction. |
(b) | Ranger Holdings would obtain debt and equity financing on reasonable terms, which CSL and Bayou expect to procure on an expedited basis. CSL and Bayou intend to arrange for fully committed financing by signing. |
(c) | The Transaction would be subject to customary closing conditions, such as customary regulatory approvals, a bring down of fundamental representations and warranties, absence of a material adverse effect and performance of covenants, among others. |
(d) | The Transaction would be approved by the CSL Investment Committee and the Bayou Board of Managers. |
(e) | The Transaction would be subject to the approval by the Special Committee and the informed approval of the holders of a majority of the outstanding shares of Ranger not owned by CSL, Bayou, the T. Rowe Price Investors or their respective affiliates. |
4. Internal Approvals.
The delivery of this Non-Binding Offer to Ranger has been approved by the CSL Investment Committee and the Bayou Board of Managers.
5. Disclosures.
Promptly after the date hereof, CSL, Bayou and certain of their respective affiliates intend to file an amended Schedule 13D as required under applicable securities laws and regulations, which such filing will disclose this Non-Binding Offer.
6. Legal Effect.
This Non-Binding Offer is not intended to, and does not, constitute or create any legally binding obligations or liabilities on the part of CSL, Bayou or any of their respective affiliates. A binding obligation of CSL, Bayou or any of their respective affiliates to effect the Transaction shall be created only upon the execution and delivery by Ranger Holdings and Ranger of a Definitive Agreement. CSL, Bayou and their respective affiliates reserve their right to withdraw this Non-Binding Offer at any time, for any reason, at their sole discretion.
CSL and Bayou are well positioned to negotiate and complete the Transaction, including obtaining any required financing, in an expeditious manner. After receipt of this Non-Binding Offer and, if this Non- Binding Offer is acceptable to Ranger, CSL, Bayou and their respective affiliates are prepared to begin negotiating the Definitive Agreement and any related agreements with Ranger in respect to the Transaction.
We look forward to receiving Rangers response to this Non-Binding Offer and stand prepared to discuss our analysis of the potential Transaction with the Special Committee and its advisors and any other representatives of Ranger at Rangers convenience.
[Signature Page Follows]
Sincerely, | ||
CSL Capital Management, L.P. | ||
By: CSL CM GP, LLC, General Partner | ||
By: | /s/ Charles S Leykum | |
Name: | Charles S Leykum | |
Title: | Managing Member | |
Bayou Well Holdings Company, LLC | ||
By: | /s/ Brett T. Agee | |
Name: | Brett T. Agee | |
Title: | President & CEO |