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Ranger Energy Services Receives Non-Binding Cash Take Private Offer From Major Stockholders For $6/Share

Ranger Energy Services, Inc. (NYSE: RNGR) ("Ranger"), an independent provider of well service rigs and associated services in the United States, today announced that it has received a non-binding offer from CSLRanger Energy Services, Inc.

Benzinga · 03/16/2020 12:17

Ranger Energy Services, Inc. (NYSE: RNGR) ("Ranger"), an independent provider of well service rigs and associated services in the United States, today announced that it has received a non-binding offer from CSL

Ranger Energy Services, Inc. (NYSE:RNGR) ("Ranger"), an independent provider of well service rigs and associated services in the United States, today announced that it has received a non-binding offer from CSL Capital Management, L.P. ("CSL") and Bayou Well Holdings Company, LLC ("Bayou"), proposing to acquire all of the outstanding shares of common stock of Ranger not owned by CSL, Bayou and T. Rowe Price Associates, Inc. (the "T. Rowe Price Investors") in a cash merger transaction for $6.00 per share (the "Take Private Offer").

The Take Private Offer is subject to obtaining debt and equity financing, the approval of a special committee of independent directors (the "Special Committee") of the Board of Directors of Ranger (the "Board"), the informed approval by the holders of a majority of the outstanding shares of Ranger not owned by CSL, Bayou and the T. Rowe Price Investors, the approval of CSL's investment committee, the approval of Bayou's board of managers and the entry into a definitive merger agreement. The offer letter indicated the Take Private Offer may be withdrawn at any time.

The Board intends to form a Special Committee to consider the Take Private Offer. The Board expects that the Special Committee will retain independent advisors, including independent financial and legal advisors, to assist it in this process.

CSL, Bayou and certain of their affiliates purport to beneficially own, in the aggregate, 3,189,676 shares of Class A Common Stock and 6,866,154 shares of Class B Common Stock, representing approximately 64.9% of the total shares of Class A Common Stock of Ranger on an as-converted basis. CSL and Bayou further represented in the letter that the T. Rowe Price Investors own an additional 1,363,569 shares of Class A Common Stock, representing approximately 8.8% of the total shares of Class A Common Stock of Ranger on an as-converted basis.

Ranger cautions its stockholders and others trading in its securities that the Take Private Offer constitutes only a preliminary proposal that does not constitute a binding commitment and that no decision has been made with respect to Ranger's response to the offer. There can be no assurance that a definitive agreement will be executed or that the transaction contemplated in the Take Private Offer or any other transaction will be consummated.

Ranger does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.