RANGER ENERGY SERVICES, INC. : Completion of the acquisition or disposal of assets, financial statements and supporting documents (Form 8-K)

Item 2.01  Completion of Acquisition or Disposition of Assets
On October 1, 2021, Ranger Energy Acquisition, LLC (the "Buyer"), a Delaware
corporation and controlled subsidiary of Ranger Energy Services, Inc. (the
"Company"), completed its previously announced acquisition of assets associated
with the business lines of Basic Energy Services, Inc. ("Basic") and certain of
its subsidiaries (the "Basic Sellers") outside the State of California
(excluding the water logistic business), specifically all assets within the well
servicing service line, all assets within the fishing and rental tool service
lines, all assets within the coiled tubing service line, all rolling stock
assets required to support the operating assets being purchased and real
property locations inclusive of, but not limited to, real property owned in New
Mexico, Oklahoma and Texas (collectively, the "Basic Assets") pursuant to an
Asset Purchase Agreement, dated as of September 15, 2021, by and among the Buyer
and the Basic Sellers (as amended, the "Basic APA") (the "Basic Transaction").
In connection with the closing of the Basic Transaction, Buyer and the Basic
Sellers entered into a Closing Agreement and Amendment No. 1 to the Asset
Purchase Agreement, dates as of October 1, 2021 (the "Amendment"), pursuant to
which, among other things, the parties agreed to certain post-closing matters.
Buyer paid $36.65 million in cash to the Basic Sellers, subject to normal
closing adjustments and assumed liabilities in exchange for the Basic Assets.
The foregoing summary is qualified in its entirety by the full text of the Basic
APA and the Amendment, copies of which are attached as Exhibit 2.1 and Exhibit
2.2, respectively, to this Current Report on Form 8-K and incorporated by
reference herein.
Important Note
The representations, warranties and covenants contained in the agreements and
documents described above were made only for purposes of those agreements and
documents and as of the specified dates set forth therein, were solely for the
benefit of the parties to those agreements and documents, may be subject to
limitations agreed upon by those parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between those parties instead of establishing particular matters as facts, and
may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors should not rely on
these representations, warranties or covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions of the Company or
the Basic Sellers or any of their respective subsidiaries or affiliates.
Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the agreement containing
them, which subsequent information may or may not be fully reflected in the
Company's public disclosures.
Item 3.02  Unregistered Sale of Equity Securities
Private Placement of Preferred Stock
On October 1, 2021, the Company consummated the private placement under the
Securities Purchase Agreement (the "Securities Purchase Agreement"), dated
September 10, 2021, with certain accredited investors (each a "Purchaser" and
collectively, the "Purchasers") (the "Private Placement") of 6.0 million newly
issued shares of Series A Convertible Preferred Stock, par value $0.01 per share
(the "Preferred Stock"), in exchange for cash consideration in an aggregate
amount of $42 million. The Preferred Stock will automatically convert into
shares of the Company's Class A Common Stock, par value $0.01 per share (the
"Class A Common Stock") following receipt of Stockholder Approval (as defined
below) and effectiveness of the Registration Statement (as defined below).
The Securities Purchase Agreement contains customary representations, warranties
and covenants of the Company and the Purchasers.
The Securities Purchase Agreement requires the Company to, following the closing
of the Private Placement, hold a special meeting that includes a proposal for
stockholders to approve the issuance of shares of Class A Common Stock to the
Purchasers in connection with the conversion of the Preferred Stock into Class A
Common Stock that would, absent such approval, violate Section 312.03 of the New
York Stock Exchange's Listed Company Manual (the "Stockholder Approval").
Pursuant to the Voting Agreement dated as of September 10, 2021 (the "Voting
Agreement") with affiliates of CSL Capital Management, L.P. ("CSL") and Bayou
Well Holdings Company, LLC ("Bayou"), CSL and Bayou have agreed to vote in favor
of the Stockholder Approval.
In connection with the Private Placement, the Company entered into a
Registration Rights Agreement, dated September 10, 2021 (the "Registration
Rights Agreement"), with the Purchasers, pursuant to which, among other things,
the Company agreed to file a registration statement (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities

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Act"), with respect to the resale of shares of Class A Common Stock received
upon conversion of the Preferred Stock within 75 days of the closing of the
Private Placement.
The shares of Preferred Stock issued and sold in the Private Placement were
issued and sold in reliance upon an exemption from he registration requirements
of the Securities Act pursuant to Section 4(a)(2) thereof.
The foregoing summary is qualified in its entirety by the full text of the
Securities Purchase Agreement, the Registration Rights Agreement, and the Voting
Agreement, which are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to
this Current Report on Form 8-K and incorporated by reference herein.
Class B Common Stock Redemption
On September 24, 2021, pursuant to the Tax Receivable Termination and Settlement
Agreement (the "TRA Termination Agreement"), dated as of September 10, 2021
between the Company and certain stockholders of the Company including affiliates
of CSL and Bayou, Ranger LLC redeemed CSL's and Bayou's outstanding units in
Ranger LLC, and the Company redeemed the corresponding shares of its Class B
Common Stock, par value $0.01 per share ("Class B Common Stock" and, together
with the Class A Common Stock, the "Common Stock") for an equivalent number of
shares of Class A Common Stock. The shares of Class A Common Stock issued upon
redemption of the Ranger LLC Units and Class B Common Stock pursuant to the TRA
Termination Agreement were issued and sold in reliance upon an exemption from
the registration requirements of the Securities Act pursuant to Section 4(a)(2)
thereof. Following the redemptions, no shares of Class B Common Stock are issued
and outstanding.
The foregoing summary is qualified in its entirety by the full text of the TRA
Termination Agreement, which is attached as Exhibit 10.4 to this Current Report
on Form 8-K and incorporated by reference herein.
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In connection with the Company's consummation of the Private Placement, and
pursuant to the Securities Purchase Agreement, the Company filed the Certificate
of Designations (the "Certificate of Designations") creating the Preferred Stock
and establishing the rights, preferences and other terms of the Preferred Stock,
which will be in addition to any rights and preferences of the Company's
preferred stock provided for in the Company's Amended and Restated Articles of
Incorporation (the "Articles of Incorporation"). The Preferred Stock ranks
senior to the Class A Common Stock with respect to the payment of dividends and
distribution of assets upon liquidation, dissolution and winding up.
Dividends; Stated Maturity; Voting
The Preferred Stock is not entitled to receive any dividends of distributions
from the Company other than generally participating equally and ratably with the
holders of Common Stock if dividends or distributions are paid on the Common
Stock.
The Preferred Stock has no stated maturity and will remain outstanding
indefinitely unless converted into Class A Common Stock upon obtaining
Stockholder Approval and effectiveness of the Registration Statement.
Other than as required by law, the Preferred Stock will be non-voting; provided,
however, that for so long as any Preferred Stock is outstanding, the consent of
a majority-in-interest of the Preferred Stock will be necessary for the Company
to effect any issuance of capital stock senior or on parity to the Preferred
Stock.
Liquidation Preference
The Preferred Stock will have a liquidation preference equal to the greater of
(i) the original issue price of $7.00 per share of Preferred Stock, plus an
amount equal to any and all accrued and unpaid dividends, if any, per share, in
each case as adjusted for any stock dividends, splits, combinations or similar
events and (ii) the product of (x) the amount per share that would have been
payable to the holders of shares of Common Stock (assuming the conversion of
each share of Preferred Stock to Class A Common Stock), multiplied by (y) the
number of shares of Class A Common Stock into which each share of Preferred
Stock is then convertible.

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Mandatory Conversion
Following the later of the dates on which (i) Stockholder Approval is obtained
and (ii) the Registration Statement is declared effective, each share of
Preferred Stock issued and sold in the Private Placement will automatically be
converted into the number of shares of Class A Common Stock equal to the
aggregate liquidation preference divided by the original issue price of $7.00
per share, as adjusted for any stock dividends, splits, combinations or similar
events plus cash in lieu of fractional shares. If the Stockholder Approval is
not obtained, the Preferred Stock will not be convertible into shares of Class A
Common Stock.
The foregoing description of Certificate of Designations and the Preferred Stock
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Designations and Securities Purchase
Agreement, which are attached as Exhibits 3.1 and 10.1, respectively, to this
Current Report on Form 8-K and incorporated by reference herein.
Item 7.01  Regulation FD Disclosure
On October 1, 2021, the Company issued a press release announcing the closing of
the Basic Transaction and the Private Placement. The Company also announced a
call to discuss the Basic Transaction to be held on October 4, 2021. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated into
this Item 7.01 by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing under the
Securities Act or the Exchange Act.

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Item 9.01  Financial Statements and Exhibits
Exhibits.
    Exhibit No.           Description
               2.1*         Asset Purchase Agreement dated as of September 15, 2021, by and among
                          Ranger Energy Acquisition, LLC, Basic Energy

Services, Inc., Basic energy

                          Services, L.P., C&J Well Services, Inc., Taylor 

Industries, LLC, and KVS

                          Transportation, Inc.
               2.2*         Closing Agreement and Amendment No. 1 to Asset 

Purchase contract, dated

                          of October 1, 2021, by and among Ranger Energy 

Acquisition, LLC, Basic energy

                          Services, Inc., Basic Energy Services, L.P., C&J 

Well Services, Inc., Taylor

                          Industries, LLC, and KVS Transportation, Inc.
          3.1               Certificate of Designation, Powers, Preferences and Rights of Series A
                          Preferred Stock of Ranger Energy Services, Inc.
              10.1*         Securities Purchase Agreement entered into as

of September 10, 2021, by and

                          between Ranger Energy Services, Inc., and the 

buyers named therein.

         10.2               Registration Rights Agreement made and entered 

in from September 10,

                          2021, by and among Ranger Energy Services, Inc., 

and each of the parties

                          listed on the signature pages therein.
              10.3*         Voting Agreement, dated as of September 10, 

2021, concluded by and between

                          Ranger Energy Services, Inc., affiliates of CSL 

Capital management, SEC, and

                          Bayou Well Holdings Company, LLC.
         10.4               Tax Receivable Termination and Settlement 

Agreement concluded as of

                          September 10, 2021, by and among Ranger Energy 

Services, Inc., the subsidiaries of

                          CSL Capital Management, L.P., and Bayou Well 

Holdings Company, SARL.

         99.1               Press Release dated October 1, 2021
          104             Cover Page Interactive Data File (embedded within 

the Inline XBRL document)

*Certain exhibits and schedules to this agreement have been omitted from this
filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish
copies of such exhibits and schedules to the U.S. Securities and Exchange
Commission upon request.

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
SUCHxFILING.

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