Securities Exchange Act of 1934
March 23, 2015
Response of the Office of Chief Counsel
Division of Corporation Finance
C&J Energy Services, Inc.
Incoming letter dated March 16, 2015
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
- The Transactions will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act, and New C&J will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
- New C&J may take into account C&J's reporting history under the Exchange Act in determining its eligibility to use Form S-3. C&J's reporting history under the Exchange Act may also be used in determining whether New C&J "meets the requirements for use of Form S-3" within the meaning of Form S-4.
- C&J's Exchange Act reporting history may be taken into account when determining New C&J's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
- New C&J may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).
These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
Matt S. McNair
The Incoming Letter is in Acrobat format.