SEC Comment Letter for Ranger Energy Services, Inc. (RNGR) (CIK 0001699039) (RNGR) — Jun 28, 2017
Ranger Energy Services, Inc. (RNGR) (CIK 0001699039)
Date: June 28, 2017 · CIK: 0001699039 · Accession: 0000000000-17-022653
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4628 June 27, 2017 Darron M. Anderson President and Chief Executive Officer Ranger Energy Services , Inc. 800 Gessner Street , Suite 1000 Houston , TX 77024
Re: Ranger Energy Services , Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 14 , 2017 File No. 333 -218139
Dear Mr. Anderson :
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 9, 2017 letter .
General
Prospectus Summary, page 1
Our History and Corporate Reorganization, page 10
1. We refer you to the ownership diagram s on page s 12 and 137, and t o footnote 2 thereto. Please revise to separately quantify the ownership and voting interests of the investors in this offering and ESCO upon the closing of the offering.
Darron M. Anderson Ranger Energy Services, Inc. June 27 , 2017 Page 2
Risk Factors, page 23
Risks Related to this Offering and Our Class A Common Stock , page 23
“CSL has the ability to direct the voting of a majority of our voting stock.”
2. Please expand this risk factor to address the risks associated with Bayou Holdings ’ right to designate two directors to the extent CSL beneficially owns at least 50% of your common stock.
Management’s Discussion and Analysis, page 64
Liquidity and Capital Resources, page 78
Our Debt Agreements, page 80
3. Please expand your disclosure to describe all material terms of your new credit agreement , including the maturity date and interest rates. Please refer to Item 303(a)(1) of Regulation S -K.
Management, page 116
Directors and Executive Officers, page 116
4. Please revise Mess rs. Brett and Richard Agee’s biogr aphical sketches to discuss all principal occupations and employment during the past five years. In this regard, we note that the Stockholder’s Agreement indicates that Brett Agee is the President and Chief Executive Officer of Bay ou Holdings . We further note you disclose on page 144 that Messrs. Brett and Richard Agee control Bayou Holdings, an entity that will retain an ownership interest in you after the offering. Please ensure that your beneficial ownership table on page 147 reflects Brett and Richard Agee’s beneficial ownership of shares held by Bayou Holdings.
Exhibits
Exhibit 2.2
5. We note various references to a Disclosure Schedule in the purchase agreement with ESCO Leasing, LLC . Please file a list briefly identifying the contents of all omitted schedules or similar attachment s, including the Disclosure Schedule, or confirm the filed purchase agreement identif ies all contents of each omitted schedule or similar attachment.
Darron M. Anderson Ranger Energy Services, Inc. June 27 , 2017 Page 3
You may contact Mark Wojciechowski , Staff Accountant, at (202) 551 -3759 or Karl Hiller , Accounting Branch Chief , at (202) 551 -3686 if you have questions regarding comments on the financial statements and related matters. Please contact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his absence, Karina V. Dorin, Attorney - Adviser , at (202) 551 -3763 with any other questions.
Sincerely,
/s/H. Roger Schwall
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Mail Stop 4628 June 27, 2017 Darron M. Anderson President and Chief Executive Officer Ranger Energy Services , Inc. 800 Gessner Street , Suite 1000 Houston , TX 77024 Re: Ranger Energy Services , Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 14 , 2017 File No. 333 -218139 Dear Mr. Anderson : We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 9, 2017 letter . General Prospectus Summary, page 1 Our History and Corporate Reorganization, page 10 1. We refer you to the ownership diagram s on page s 12 and 137, and t o footnote 2 thereto. Please revise to separately quantify the ownership and voting interests of the investors in this offering and ESCO upon the closing of the offering. Darron M. Anderson Ranger Energy Services, Inc. June 27 , 2017 Page 2 Risk Factors, page 23 Risks Related to this Offering and Our Class A Common Stock , page 23 “CSL has the ability to direct the voting of a majority of our voting stock.” 2. Please expand this risk factor to address the risks associated with Bayou Holdings ’ right to designate two directors to the extent CSL beneficially owns at least 50% of your common stock. Management’s Discussion and Analysis, page 64 Liquidity and Capital Resources, page 78 Our Debt Agreements, page 80 3. Please expand your disclosure to describe all material terms of your new credit agreement , including the maturity date and interest rates. Please refer to Item 303(a)(1) of Regulation S -K. Management, page 116 Directors and Executive Officers, page 116 4. Please revise Mess rs. Brett and Richard Agee’s biogr aphical sketches to discuss all principal occupations and employment during the past five years. In this regard, we note that the Stockholder’s Agreement indicates that Brett Agee is the President and Chief Executive Officer of Bay ou Holdings . We further note you disclose on page 144 that Messrs. Brett and Richard Agee control Bayou Holdings, an entity that will retain an ownership interest in you after the offering. Please ensure that your beneficial ownership table on page 147 reflects Brett and Richard Agee’s beneficial ownership of shares held by Bayou Holdings. Exhibits Exhibit 2.2 5. We note various references to a Disclosure Schedule in the purchase agreement with ESCO Leasing, LLC . Please file a list briefly identifying the contents of all omitted schedules or similar attachment s, including the Disclosure Schedule, or confirm the filed purchase agreement identif ies all contents of each omitted schedule or similar attachment. Darron M. Anderson Ranger Energy Services, Inc. June 27 , 2017 Page 3 You may contact Mark Wojciechowski , Staff Accountant, at (202) 551 -3759 or Karl Hiller , Accounting Branch Chief , at (202) 551 -3686 if you have questions regarding comments on the financial statements and related matters. Please contact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his absence, Karina V. Dorin, Attorney - Adviser , at (202) 551 -3763 with any other questions. Sincerely, /s/H. Roger Schwall H. Roger Schwall Assistant Director Office of Natural Resources