Attached files

file filename
EX-99.1 - EX-99.1 - C&J Energy Services, Inc.d210823dex991.htm
EX-10.1 - EX-10.1 - C&J Energy Services, Inc.d210823dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2016

 

 

C&J Energy Services Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   000-55404   98-1188116

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Crown House, 2nd floor

4 Par-la-Ville Rd

Hamilton HM08 Bermuda

(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 279-4200

Nabors Red Lion Limited

Canon’s Court

22 Victoria Street

Hamilton HM12 Bermuda

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, C&J Energy Services Ltd. (“C&J”) obtained and entered into a Forbearance Agreement (the “Forbearance Agreement”) on May 31, 2016 with certain of the lenders party to that certain Credit Agreement, dated as of March 24, 2015 (as amended or otherwise modified on or prior to the date hereof, the “Credit Agreement”), with Bank of America, N.A., as administrative agent. On June 30, 2016, C&J entered into a Successor Agent Agreement pursuant to which Cortland Capital Market Services LLC (“Cortland”) was appointed as the successor administrative agent to Bank of America, N.A.

On June 30, 2016, C&J also obtained and entered into a Second Forbearance Agreement (the “Second Forbearance Agreement”) with certain of the lenders party to the Credit Agreement and Cortland, as administrative agent (the “Administrative Agent”). Pursuant to the Second Forbearance Agreement, the Administrative Agent and the lenders party thereto agreed to forbear from exercising default remedies or accelerating any indebtedness through July 17, 2016 in respect of C&J’s failure to satisfy the minimum cumulative consolidated EBITDA covenant set forth in the Credit Agreement as of March 31, 2016 (the “Covenant Breach”) and any non-payment by C&J of the interest, commitment fees and/or letter of credit fees due to the lenders thereunder (the “Payment Defaults”). The Second Forbearance Agreement provides that this forbearance will terminate upon the occurrence of certain events, including the failure of C&J to enter into a restructuring support agreement (the “Restructuring Support Agreement”) on or prior to July 8, 2016. As long as the Second Forbearance Agreement is in effect, C&J and its subsidiaries will be required to comply generally with various provisions of the Credit Agreement which apply during an event of default and will also be required to comply with certain other restrictions and affirmative obligations, including limitations on its ability to take actions, outside the ordinary course of business that, if C&J were a debtor pursuant to chapter 11 of the U.S. Bankruptcy Code, would require court approval.

In connection with entering into the Second Forbearance Agreement, C&J has also announced an agreement in principle with certain of its secured lenders on the key aspects of a proposed restructuring transaction, subject to the negotiation of specific terms and definitive documentation (including the Restructuring Support Agreement). The agreement in principle contemplates a complete deleveraging transaction pursuant to which approximately $1.4 billion of C&J’s outstanding debt will be converted to new common equity. Additionally, the agreement in principle also contemplates an infusion of new equity capital through a backstopped equity rights offering. The lenders have also agreed in principle to provide debtor-in-possession financing to C&J and its subsidiaries in connection with the proposed restructuring transaction. C&J will continue to negotiate with its lenders to finalize the definitive documentation, including entry into a Restructuring Support Agreement.

If the Second Forbearance Agreement is terminated or is not further extended beyond July 17, 2016, the lenders could take certain actions following that date, including terminating the revolving commitments, declaring the unpaid principal amount of outstanding loans immediately due and payable, and requiring letters of credit to be cash collateralized.

The foregoing description of the Second Forbearance Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

For additional discussion of the known, material risks associated with the Company’s ongoing negotiations with the lenders regarding the matters discussed herein, please see “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 (“Quarterly Report”), as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in Part I, Item 2 of the Quarterly Report for a more detailed discussion of the Credit Agreement, including the Covenant Breach.

 

Item 7.01 Regulation FD Disclosure

On June 30, 2016, C&J issued a press release announcing the entry into the Second Forbearance Agreement, a copy of which is furnished as Exhibit 99.1 hereto pursuant to Item 7.01 of Form 8-K.


In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description of Exhibit

10.1    Second Forbearance Agreement, dated as of June 30, 2016, by and between C&J Energy Services Ltd., CJ Lux Holdings S.à r.l., CJ Holding Co., certain other Loan Parties identified on the signature pages thereto and Cortland Capital Market Services LLC, in its capacity as Administrative Agent under the Credit Agreement and on behalf of the lenders agreeing thereto.
99.1    Press release dated June 30, 2016.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  C&J ENERGY SERVICES LTD.
  (Registrant)
Date: June 30, 2016   By:  

/s/ Brian Patterson

  Name:   Brian Patterson
  Title:   Corporate Secretary


EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibit

10.1    Second Forbearance Agreement, dated as of June 30, 2016, by and between C&J Energy Services Ltd., CJ Lux Holdings S.à r.l., CJ Holding Co., certain other Loan Parties identified on the signature pages thereto and Cortland Capital Market Services LLC, in its capacity as Administrative Agent under the Credit Agreement and on behalf of the lenders agreeing thereto.
99.1    Press release dated June 30, 2016.