Via EDGAR and Federal Express
July 13, 2011
Anne Nguyen Parker
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Anne Nguyen Parker
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | C&J Energy Services, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed June 29, 2011 File No. 333-173177 Amendment No. 4 to Registration Statement on Form S-1 Filed June 29, 2011 File No. 333-173188 |
Ladies and Gentlemen:
Set forth below are the responses of C&J Energy Services, Inc. (the “Company”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 12, 2011, with respect to Amendment No. 4 to Registration Statement on Form S-1, File No. 333-173177 (the “IPO Registration Statement”), and Amendment No. 4 to Registration Statement on Form S-1, File No. 333-173188 (the “Shelf Registration Statement,” collectively with the IPO Registration Statement, the “Registration Statements”), filed with the Commission on June 29, 2011.
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
General
1. We remind you of comments 3, 4 and 38 in our letter dated April 26, 2011. We may have comments after our review of the exhibits not yet filed.
Response:
The Company acknowledges the Staff’s comment and advises that all of the exhibits will be filed upon the filing of Amendment No. 5 to the IPO Registration Statement (“IPO Amendment No. 5”) and Amendment No. 5 to the Shelf Registration Statement (“Shelf Amendment No. 5,” collectively with IPO Amendment No. 5, the “Amendments”). The
Securities and Exchange Commission
July 13, 2011
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Company further advises the Staff that the Company expects to file the Amendments on or about July 18, 2011. The Company further acknowledges that the Amendments will include all information that we are not entitled to omit under Rule 430A of Regulation C. The Company has not received a copy of the FINRA no objections letter at this time. However, the Company acknowledges that prior to requesting accelerated effectiveness, we will provide the Staff with a copy of the FINRA no objections letter. Underwriters’ counsel will provide an additional response letter to FINRA upon the filling of IPO Amendment No. 5, which underwriter’s counsel believes should address any remaining FINRA requirements.
2. We note your disclosure at page 60 that you maintain insurance coverage of types and amounts that you believe to be customary. Please revise your disclosure to provide the policy limits with respect to your “sudden & accidental pollution” coverage.
Response:
The Company will update the disclosure in the Amendments to disclose its policy limits with respect to its “sudden & accidental pollution” coverage. The Company is enclosing its proposed marked copy of those pages of the IPO Registration Statement that will be affected by this update disclosure. These marked changes will be incorporated into the Amendments.
3. We note your response to comment 3 in our letter dated June 3, 2011 relating to the “additional substances” involved in your hydraulic fracturing services. We also note your disclosure at page 2 that as part of such services you determine “the proper fluid, proppant and injection specifications to maximize production.” Please tell us what substances constitute such additional substances. In addition, please tell us how many gallons of hydraulic fracturing fluid on average (not including the proppants or such additional substances) are used for a well completion and a stimulation or workover of an existing well.
Response:
The Company acknowledges the Staff’s comment and has supplementally provided to the Staff the the information requested in this comment.
Securities and Exchange Commission
July 13, 2011
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The Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (iii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iv) it may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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 | ||||
| Vice President--General Counsel | ||||
