HOUSTON, September 16, 2021– (BUSINESS WIRE) – Ranger Energy Services, Inc. (NYSE: RNGR) (the “Company”) today announced that its controlled subsidiary Ranger Energy Acquisition, LLC (the “Purchaser” has been selected as a bidder retained in an auction to acquire certain assets of Basic Energy Services, Inc. and its subsidiaries (“Basic”). The winning bid of the purchaser in a competitive auction conducted by Basic under the Section 363 of the United States Bankruptcy Code was for a cash purchase price of $ 36.65 million and includes Basic’s business lines outside the State of California (excluding water logistics business), in particular all assets within the well maintenance service line, all assets in the fishing and rental tool service lines, all assets in the coiled pipe service line, all rolling stock assets necessary to support the operating assets a properties and locations of real estate, including, but not limited to real estate owned in New Mexico, Oklahoma and Texas. The Company currently expects to pay the cash purchase price with the proceeds of the private placement described below.
Stuart Bodden, President and CEO of Ranger said, “We are very pleased to continue to expand our scale and reach with this latest acquisition. Combined with the Patriot and PerfX transactions earlier this year, Core Assets strengthen our ability to serve our customers. in our markets and drive continued growth in revenue and free cash flow. “
The closing of the transaction is subject to various conditions, including the approval of the bankruptcy court. A hearing to seek court approval is scheduled for September 23, 2021, and the transaction is expected to close by the end of September 2021. The Company plans to hold an investor appeal and provide additional information regarding the transactions described. in the present closure.
The Company announced today that its controlled subsidiary RNGR Energy Services, LLC (“Ranger LLC”) has received a debt commitment letter from Eclipse Business Capital LLC and Eclipse Business Capital SPV, LLC regarding a new facility. credit facility of $ 77.5 million consisting of a revolving credit facility, a $ 12.5 million M&E term loan facility and a $ 15 million B term loan facility. The closing of the credit facility is subject to various conditions including entry into the final documents and, with respect to term credit facility B, the simultaneous closing of the acquisition of the underlying asset. Ranger LLC currently plans to use a portion of the proceeds received from the revolving credit facility to repay existing debt. The credit facility is available at the option of the Company and would be secured against certain sales of assets.
The Company today announced that it has entered into a definitive agreement on September 10, 2021, with several purchasers to issue a total of $ 42 million of shares of its newly issued Series A convertible preferred shares (the “Preferred Shares”). . The preferred shares will be non-voting, except in certain limited circumstances. As part of the private placement, the Company has also agreed to grant customary registration rights to buyers. The preferred shares will automatically convert into Class A common shares of the Company on the later of the following dates between (i) the receipt of shareholder approval, which the Company expects to solicit at a special meeting of shareholders after the closing of the transaction, or (ii) the effectiveness of the prior registration statement, which the Company intends to file as soon as possible after the closing, to register the Class A ordinary shares convertible from the preferred shares . Subsidiaries of CSL Capital Management, LP (“CSL”) and Bayou Well Holdings Company, LLC (“Bayou”) have agreed to vote in favor of the conversion of the preferred shares.
The closing of the private placement is subject to various conditions, including the simultaneous closing of the acquisition of the Basic asset. The Company is expected to pay a portion of the proceeds received from the private placement to the Purchaser to finance the acquisition of the underlying asset.
Termination of the Class B Tax Claim and Refund Agreement
The Company announced today that it has entered into a definitive agreement with affiliates of CSL and Bayou pursuant to which the Tax Receivables Agreement, dated August 16, 2017, has been terminated, effective on September 10, 2021. In consideration for the termination of the Tax Receivables Agreement, the Company will issue a total of 376,185 Class A common shares of the Company to affiliates of CSL and Bayou. The shares will be issued upon receipt of shareholder approval, which the Company expects to obtain at a special meeting of shareholders following the closing of the transaction.
The affiliates of CSL and Bayou have also agreed to the repurchase by Ranger LLC of their outstanding units in Ranger LLC and to the repurchase by the Company of the corresponding shares of the Class B common shares of the Company for an equivalent number of common shares. Class A of the Company, or in cash, at the option of Ranger LLC or the Company, as the case may be. The repurchases are conditional on the closing of the private placement and the acquisition of the assets of Basic. Following the redemptions, no Class B common shares of the Company will be issued and outstanding.
Piper Sandler acts as the Company’s exclusive financial advisor with respect to the acquisition of core assets and the exclusive placement agent with respect to debt financing and the private placement of preferred shares. Winston & Strawn LLP acts as legal counsel to the Company.
About Ranger Energy Services, Inc.
Ranger is an independent provider of well service platforms and related services in the United States, with a focus on unconventional horizontal well completion and production operations. Ranger also provides the services necessary to bring and maintain a well in production. The Processing Solutions segment is engaged in the rental, installation, commissioning, start-up, operation and maintenance of MRU units, stabilizers and liquid natural gas storage and ‘related equipment.
Caution Regarding Forward-Looking Statements
Certain statements 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. These forward-looking statements represent the expectations or beliefs of Ranger regarding future events. , including the close of the acquisition of core assets, debt financing and private placement of preferred shares, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are beyond the control of Ranger and which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement is only valid as of the date on which it is made and, except as required by law, Ranger assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, events or the like. New factors appear from time to time, and it is not possible for Ranger to predict all of these factors. When reviewing these forward-looking statements, you should keep in mind the risk factors and other caveats in our filings with the Securities and Exchange Commission. 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.
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J. Brandon Blossman