July 8, 2011
Ms. Anne Nguyen Parker
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | C&J Energy Services, Inc., |
Dear Ms. Parker:
Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), C&J Energy Services, Inc. (the “Company”) hereby submits the proposed offering terms of its initial public offering (the “IPO”), including the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K. These pricing terms shall be included in Amendment No. 5 to Registration Statement on Form S-1, File No. 333-173177 (the “IPO Registration Statement”), to be filed with the Commission on or about July 15, 2011. The provided terms are a bona fide estimate of the range of the maximum offering price and the maximum number of securities offered as of July 8, 2011. Should the bona fide estimates of these terms change between today and July 15, 2011, the figures presented in Amendment No. 5 may increase or decrease accordingly.
The Company proposes to price the IPO with a bona fide price range of $26 to $29, with a midpoint of $27.50. The IPO will include a primary portion of 4,600,000 shares of common stock and a secondary portion of 6,500,000 shares of common stock. The Company acknowledges that this price range is greater than the standard range typically suggested by the Staff and required by Item 503(b)(3) of Regulation S-K. However, given current market conditions, the Company affirmatively believes that this range nonetheless provides the investing public with meaningful information as to what the final price of the offering may be. Further, as discussed with members of the Staff, this range is initially being provided for your consideration by correspondence given the Company’s and the underwriters’ concern regarding providing such information significantly in advance of the launch of the offering given recent market volatility as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.
Additionally, the Company is enclosing its proposed marked copy of those pages of the IPO Registration Statement that will be affected by the offering terms set forth herein. These marked changes will be incorporated into Amendment No. 5, to be filed with the Commission on or about July 15, 2011. The Company also attaches herein for the Staff’s review and comment Vinson & Elkins LLP’s 5.1 Opinion to the Company, to be filed as an exhibit to Amendment No. 5.
The Company seeks confirmation from the Staff that it may launch its IPO with the price range specified herein and include such price range in Amendment No. 5, to be filed with the Commission on or about July 15, 2011.
Should the Staff have any questions or comments, please contact the undersigned at (713) 260-9902 or David P. Oelman of Vinson & Elkins LLP at (713) 758-3708.
| Very truly yours, C&J Energy Services, Inc. | ||||
| By: | /s/ Theodore R. Moore | |||
| Theodore R. Moore | ||||
Exhibit 5.1
July [ •], 2011
C&J Energy Services, Inc.
10375 Richmond Avenue, Suite 2000
Houston, Texas 77042
10375 Richmond Avenue, Suite 2000
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as counsel to C&J Energy Services, Inc., a Delaware corporation (the “Company”), in connection with the proposed offer and sale (the “Offering”) by the Company and the selling stockholders (the “Selling Stockholders”), pursuant to a prospectus forming a part of a Registration Statement on Form S-1, Registration No. 333-173177, originally filed with the Securities and Exchange Commission on March 30, 2011 (such Registration Statement, as amended at the effective date thereof, being referred to herein as the “Registration Statement”), of up to [ •] shares of common stock, par value $0.01 per share, of the Company (the “Common Shares”) and up to an additional [ •] shares of Common Stock pursuant to the underwriters’ option to purchase additional Common Shares.
In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective, (ii) the Common Shares sold by the Company will be issued and sold, and the Commons Shares sold by the Selling Stockholders will be sold, in each case in the manner described in the Registration Statement and the prospectus relating thereto and (iii) a definitive underwriting agreement in the form filed as an exhibit to the Registration Statement with respect to the sale of the Common Shares will have been duly authorized and validly executed and delivered by the Company and the other parties thereto.
In connection with the opinions expressed herein, we have examined, among other things, (i) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, (ii) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Offering, (iii) the Registration Statement and (iv) the form of underwriting filed as an exhibit to the Registration Statement. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinion expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.
Based upon the foregoing, we are of the opinion that:
| (a) | with respect to the Common Shares to be issued or sold by the Company, when the Common Shares have been delivered in accordance with a definitive underwriting agreement approved by the Board of Directors of the Company and upon payment of the consideration therefor provided for therein (not less than the par value of the Common Shares), the Common Shares will be duly authorized, validly issued, fully paid and nonassessable; and | ||
| (b) | the Common Shares proposed to be sold by the Selling Stockholders are duly authorized, validly issued, fully paid and nonassessable. |
The foregoing opinions are limited in all respects to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction.
We hereby consent to the statements with respect to us under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Vinson & Elkins LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Shanghai Tokyo Washington | First City Tower, 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel +1.713.758.2222Fax +1.713.758.2346www.velaw.com |
In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations thereunder.
| Very truly yours, | ||||
| /s/ Vinson & Elkins L.L.P. | ||||