SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 14, 2021
|Ranger Energy Services, Inc.|
|(Exact Name of Registrant as Specified in Charter)|
(State or other jurisdiction
10350 Richmond, Suite 550
Houston, Texas 77042
(Address of Principal Executive Offices)
|Registrant’s telephone number, including area code: (713) 895-8900|
Check the appropriate box below if the Form 8K 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))
|Securities registered pursuant to Section 12(b) of the Act:|
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Class A Common Stock, $0.01 par value||RNGR||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
The original filing of the Current Report on Form 8-K to which this amendment relates inadvertently included certain disclosures under inapplicable items of Form 8-K. This amendment is filed to amend and restate the original filing in all respects and to provide certain additional disclosures as set forth herein.
Item 3.02 Unregistered Sales of Equity Securities
On May 14, 2021 (the “Closing Date”), pursuant to the terms of the Membership Interest Purchase Agreement, Ranger Energy Services, Inc. (the “Company”) completed the private sale to an unaffiliated third party of an aggregate 1,256,000 shares of our Class A Common Stock in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended. The share issuance is in connection with the closing of the acquisition described in Item 7.01.
Item 7.01 Regulation FD
On the Closing Date, the Company, through certain of its subsidiaries, announced the completion of the acquisition of Patriot Well Solutions LLC in an all-stock transaction. The acquisition of Patriot further expands Ranger’s high quality wireline business while maintaining our considerable balance sheet strength. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
THE INFORMATION FURNISHED UNDER ITEM 7.01 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Ranger Energy Services, Inc.|
|/s/ J. Brandon Blossman||May 20, 2021|
|J. Brandon Blossman||Date|
|Chief Financial Officer|
|(Principal Financial Officer)|