Sec Form 13D Filing - PRICE T ROWE ASSOCIATES INC filing for Ranger Energy Services Inc. (RNGR) - 2020-03-18

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Ranger Energy Services, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

75282U104

(CUSIP Number)

David Oestreicher, Esq.

T. Rowe Price Associates, Inc.

100 East Pratt Street - 13th Floor

Baltimore, Maryland 21202

(410) 345-2000

Michael R. Patrone, Esq.

Goodwin Procter LLP

620 Eighth Avenue

New York, NY 10011

(212) 756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 12, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☒

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of class A common stock, $0.01 par value per share (the “Class A Common Stock”), of Ranger Energy Services, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 800 Gessner, Suite 1000, Houston, Texas 77024.

Set forth in the attached Schedule A-1 and Schedule A-2 and incorporated herein by reference is a listing of the information, including name, principal place of business, and citizenship, concerning each executive officer and director of the Reporting Persons (collectively, the “Covered Persons”) as required by Instruction C of Schedule 13D. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The 1,363,569 shares of Class A Common Stock reported herein are held on behalf of Funds and Accounts managed by the Reporting Persons on a discretionary basis and were acquired by the Reporting Persons for the aggregate purchase price of $17,888,210.39 including brokerage commissions using the cash reserves of the respective Funds and Accounts.

The Reporting Persons acquired the shares of Class A Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such shares of Class A Common Stock because it believed that the shares of Class A Common Stock reported herein, when purchased, represented an attractive investment opportunity.

CSL Capital Management, L.P. (“CSL”) had been in touch with T. Rowe Price Associates to discuss T. Rowe Price Associates’ investment in the Issuer and potential strategic alternatives involving the Issuer. While representatives of T. Rowe Price Associates advised CSL that T. Rowe Price Associates viewed itself as a passive investor in the Issuer’s stock, after further discussions with CSL, including CSL communicating to T. Rowe Price Associates that it was interested in acquiring all of the issued and outstanding publicly held shares of the Issuer’s Class A Common Stock, T. Rowe Price Associates determined that it was interested in supporting a proposed transaction with CSL and the Issuer. On March 12, 2020, T. Rowe Price Associates delivered a non-binding indication of support to CSL (the “Rollover Letter”) to participate in the transaction (subject to certain conditions) by rolling over the Class A Common Stock held by the Reporting Persons and their affiliated Accounts and Funds in connection with the proposed transaction, which is filed as Exhibit 1 hereto and is incorporated by reference in its entirety into this Item 4.

On the evening of March 12, 2020, CSL and Bayou Well Holdings Company, LLC (together, the “Offering Parties”) informed T. Rowe Price Associates that the Offering Parties had delivered a non-binding offer (the “Offer Letter”) to the Issuer to acquire all of the issued and outstanding publicly held shares of Class A Common Stock of the Issuer that are not directly owned by the Offering Parties and certain other holders (including certain Funds and Accounts) in exchange for $6.00 in cash for each such share of Class A Common Stock.

There can be no assurance that any discussions that may occur with the Issuer with respect to the offer contained in the Offer Letter and/or the Rollover Letter will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Discussions concerning a transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction is subject to a number of contingencies that are beyond the control of the Offering Parties and T. Rowe Price Associates, as applicable, including the satisfactory completion of due dilige nce, the approval of an independent special committee of the Issuer’s board of directors, the informed approval by a majority of the disinterested Issuer stockholders, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.

Except as may be required by law, the Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the Issuer’s board of directors and the Offering Parties have approved a specific transaction, if any, and the Offering Parties and the Issuer have then entered into a definitive agreement to effect such transaction. The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.

Each Reporting Person reserves the right to change its intention with respect to any or all of the matters required to be disclosed in this Item 4.

With respect to the shares of Class A Common Stock owned by the Funds, the Funds custodians, as appointed by the Funds board of directors, have the right to receive dividends paid with respect to, and proceeds from the sale of, such shares on behalf of the Funds. No other person is known to have such right or the right to direct receipt of dividends paid with respect to, or the proceeds of the sale of, such shares, except that the shareholders of each Fund participate proportionately in any dividends and distributions so paid.

The information provided or incorporated by reference in Item 4 is hereby incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, an d for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: March 18, 2020

Schedule A-1

EXECUTIVE OFFICERS AND DIRECTORS OF THE COVERED PERSONS

Set forth below are the names and principal occupation or employment of the executive officers and directors of the Covered Persons. Except as otherwise noted below, the business address of each such Executive Officer and Director of T. Rowe Price Associates is c/o T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, Maryland 21202. Each of the Executive Officers and Directors of T. Rowe Price Associates is a United States citizen.

REPORTING PERSON

Schedule A-2

EXECUTIVE OFFICERS AND DIRECTORS OF THE COVERED PERSONS

Set forth below are the names and principal occupation or employment of the executive officers and directors of the Covered Persons. Except as otherwise noted below, the business address of each such Executive Officer and Director of T. Rowe Price Small-Cap Value is c/o T. Rowe Price Small-Cap Value Fund, Inc., 100 East Pratt Street, Baltimore, Maryland 21202. Each of the Executive Officers and Directors of T. Rowe Price Small-Cap Value is a United States citizen.

REPORTING PERSON

* In addition to the listed Executive Officers, approximately 16 employees of T. Rowe Price Associates are Vice Presidents of T. Rowe Small-Cap Value.

Schedule B

TRANSACTIONS IN CLASS A COMMON STOCK BY THE REPORTING PERSONS

The following table sets forth all transactions in the Class A Common Stock effected by the Reporting Persons in the past sixty days. All such transactions were effec ted in the open market through a broker and all prices per share exclude commissions. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price.