0000950142-12-000852.txt : 20120409 0000950142-12-000852.hdr.sgml : 20120409 20120409171613 ACCESSION NUMBER: 0000950142-12-000852 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120409 DATE AS OF CHANGE: 20120409 GROUP MEMBERS: GAP COINVESTMENTS CDA L.P. GROUP MEMBERS: GAP COINVESTMENTS III LLC GROUP MEMBERS: GAP COINVESTMENTS IV LLC GROUP MEMBERS: GAPCO GMBH & CO. KG GROUP MEMBERS: GAPCO MANAGEMENT GMBH GROUP MEMBERS: GENERAL ATLANTIC GENPAR L.P. GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 90 L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: C&J Energy Services, Inc. CENTRAL INDEX KEY: 0001509273 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 205673219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86590 FILM NUMBER: 12750224 BUSINESS ADDRESS: STREET 1: 10375 RICHMOND AVENUE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-260-9900 MAIL ADDRESS: STREET 1: 10375 RICHMOND AVENUE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 IRS NUMBER: 133503735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13D 1 eh1200531_13d-cjenergy.htm SCHEDULE 13D eh1200531_13d-cjenergy.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
_____________________
 
C&J Energy Services, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
12467B304
(CUSIP Number)
 
Theodore R. Moore
10375 Richmond Avenue, Suite 2000
Houston, Texas 77042
(713) 260-9900

With a copy to

Thomas J. Murphy
c/o General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, Connecticut 06830
(203) 629-8600
_______________________
 
March 28, 2012
(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), 1(f) or 1(g), check the following box  [  ].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
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 (“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).
 


 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 2 of 18 Pages

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 90, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,387,766
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,387,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,387,766
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 3 of 18 Pages

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO GmbH & Co. KG
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,387,766
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,387,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,387,766
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 4 of 18 Pages

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,387,766
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,387,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,387,766
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 5 of 18 Pages

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,387,766
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,387,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,387,766
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 6 of 18 Pages

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,387,766
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,387,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,387,766
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 7 of 18 Pages

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO Management GmbH
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,387,766
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,387,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,387,766
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
CO
 
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 8 of 18 Pages

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,387,766
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,387,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,387,766
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 9 of 18 Pages

 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,387,766
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,387,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,387,766
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 10 of 18 Pages

 
Item 1.  Security and Issuer.
 
This statement on Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of C&J Energy Services, Inc., a Delaware corporation (the “Company”).  The address of the principal executive office of the Company is 10375 Richmond Avenue, Suite 2000, Houston, Texas 77042.
 
Item 2.  Identity and Background.
 
This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The members of the group are General Atlantic Partners 90, L.P., a Delaware limited partnership (“GAP 90”), GAPCO GmbH & Co. KG, a German limited partnership (“KG”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“CDA”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), GAPCO Management GmbH, a German corporation (“GmbH Management”), General Atlantic GenPar, L.P., a Delaware limited partnership (“GenPar”), and General Atlantic LLC, a Delaware limited liability company (“GA” and, collectively with GAP 90, KG, CDA, GAPCO III, GAPCO IV, GmbH Management and GenPar, the “Reporting Persons”). The Reporting Persons (other than KG and GmbH Management) are located at c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza, Greenwich, Connecticut 06830.  KG and GmbH Management are located at c/o General Atlantic GmbH, Koenigsallee 62, 40212 Dusseldorf, Germany.
 
Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
 
GA is the general partner of GenPar, which is the general partner of GAP 90.  GA is the general partner of CDA.  GA is the managing member of GAPCO III and GAPCO IV.  GmbH Management is the general partner of KG.  There are 26 managing directors of GA (the “GA Managing Directors”).  The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference.  The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA.
 
None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
Between March 20, 2012 and April 9, 2012, GAP 90, KG, CDA, GAPCO III and GAPCO IV purchased an aggregate of 3,387,766 shares of Common Stock in open market transactions, for an aggregate purchase price of $61,039,958.
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 11 of 18 Pages
 
 
Such purchasers obtained the funds to purchase the Common Stock from contributions from their respective limited partners or members.
 
Item 4.  Purpose of Transaction.
 
The Reporting Persons acquired the Common Stock reported herein for investment purposes.  Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Company, management of the Company, one or more members of the board of directors of the Company, and may make suggestions concerning the Company’s operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Common Stock.  The Reporting Persons expect that they will, from time to time, review their investment position in the Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment position in the Common Stock.  In addition, the Reporting Persons may, from time to time, make additional purchases of Common Stock either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors.  Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Stock and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the Common Stock.
 
Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
 
Item 5.  Interest in Securities of the Issuer.
 
(a)   As of the date hereof, GAP 90 owns of record 3,176,941 shares of Common Stock, representing 6.1% of the Company’s issued and outstanding shares of Common Stock, KG owns of record 6,852 shares of Common Stock, representing 0.0% of the Company’s issued and outstanding shares of Common Stock, CDA owns of record 7,230 shares of Common Stock, representing 0.0% of the Company’s issued and outstanding shares of Common Stock, GAPCO III owns of record 165,073 shares of Common Stock, representing 0.3% of the Company’s issued and outstanding shares of Common Stock and GAPCO IV owns of record 31,670 shares of Common Stock, representing 0.1% of the Company’s issued and outstanding shares of Common Stock.  As of the date hereof GmbH Management, GenPar and GA each own of record no shares of Common Stock.  As of the date hereof, the Reporting Persons may be deemed to beneficially own, in the aggregate, 3,387,766 shares of Common Stock, representing approximately 6.5% of the Company’s outstanding Common Stock.
 
By virtue of the fact that (i) GA is the general partner of CDA and GenPar, (ii) GenPar is the general partner of GAP 90, (iii) GA is the managing member of GAPCO III and GAPCO IV and (iv) GmbH Management is the general partner of KG, the Reporting Persons may be deemed to beneficially own an aggregate of 3,387,766 shares of Common Stock and to have the shared power to vote or to direct the vote of the 3,387,766 shares of Common Stock.
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 12 of 18 Pages
 
 
(b)   (i) None of the Reporting Persons has the sole power to direct the voting and disposition of the shares of Common Stock which each owns of record.
 
(ii) Please see Item 5(a), which is hereby incorporated by reference.
 
(c)   Except as set forth in Item 3, Item 4, or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Common Stock during the past 60 days.
 
(d)   No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock owned by any of the Reporting Persons.
 
(e)   Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
 
The Reporting Persons and the GA Managing Directors may, from time to time, consult among themselves and coordinate the voting and disposition of the Common Stock held by the Reporting Persons, as well as such other action taken on behalf of the Reporting Persons with respect to the Common Stock held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons.
 
On December 22, 2011, the Company entered into a letter agreement (the “Letter Agreement”) with General Atlantic Service Company, LLC, a Delaware limited liability company and an affiliate of GA (“GA Service Company”), which Letter Agreement was amended by a First Amendment to the Letter Agreement dated March 20, 2012 (the “First Amendment”).  Pursuant to the Letter Agreement and the First Amendment, GA Service Company agreed, on behalf of itself and certain of its affiliates, to certain standstill provisions, subject to certain exceptions.  This description of the Letter Agreement and First Amendment is qualified in its entirety by reference to the Letter Agreement and First Amendment, copies of which are attached as Exhibit 2 and Exhibit 3 to the Schedule 13D and incorporated herein by reference.
 
Item 7.  Materials to be Filed as Exhibits.
 
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 13 of 18 Pages
 
 
 
 
 
 
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 14 of 18 Pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  April 9, 2012.

 
GENERAL ATLANTIC PARTNERS 90, L.P.
 
       
  By: General Atlantic GenPar, L.P.,
its general partner
 
       
  By:
General Atlantic LLC,
its managing member
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
GAPCO GMBH & CO. KG
 
       
  By:
GAPCO Management GmbH,
its general partner
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Procuration Officer  
       
 
 
GAP COINVESTMENTS CDA, L.P.
 
       
  By:
General Atlantic LLC,
its general partner
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
GAP COINVESTMENTS III, LLC
 
       
  By:
General Atlantic LLC,
its managing member
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 15 of 18 Pages
 
 
 
GAP COINVESTMENTS IV, LLC
 
       
  By:
General Atlantic LLC,
its managing member
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
GAPCO MANAGEMENT GMBH
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Procuration Officer  
       
 
 
GENERAL ATLANTIC GENPAR, L.P.
 
       
  By:
General Atlantic LLC,
its general partner
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
GENERAL ATLANTIC LLC
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       

 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 16 of 18 Pages
 
 
SCHEDULE A
 
GA Managing Directors
 
Name
 
Business Address
Citizenship
Steven A. Denning (Chairman)
3 Pickwick Plaza
Greenwich, Connecticut 06830
 
United States
William E. Ford (Chief Executive Officer)
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Frank J. Brown (Managing Director and Chief
Operating Officer)
 
55 East 52nd St., 32nd Floor
New York, New York 10055
United States
 
 
Thomas J. Murphy (Managing Director and Chief
Financial Officer)
 
3 Pickwick Plaza
Greenwich, Connecticut 06830
 
United States
 
John Bernstein
23 Savile Row
London W1S 2ET
United Kingdom
United Kingdom
 
Gabriel Caillaux
 
 
23 Savile Row
London W1S 2ET
United Kingdom
 
United Kingdom
 
Alexander Chulack
 
 
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
 
Mark F. Dzialga
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Cory A. Eaves
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Martin Escobari
Rua Dr. Renato Paes de Barros, 1017
15˚ andar
04530-001
São Paulo, Brazil
 
Bolivia and Brazil
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 17 of 18 Pages
 
 
Name
 
Business Address
Citizenship
Abhay Havaldar
Asia Square Tower 1
8 Marina Vew, #41-04
Singapore 018960
Singapore
Patricia Hedley
3 Pickwick Plaza
Greenwich, Connecticut 06830
 
United States
David C. Hodgson
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Jing Hong
Room 1708-12
China World Office 1
China World Trade Center
1 Jianguomenwai Ave.
Beijing 100004
China
China
René M. Kern
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Jonathan C. Korngold
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Christopher G. Lanning
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Jeff X. Leng
Suite 5801, 58th Floor
Two International Finance Center
8 Finance Street
Central, Hong Kong
 
Hong Kong SAR
Anton J. Levy
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
 
 
 
 

 
 
 
CUSIP No. 12467B304
 
 
Page 18 of 18 Pages
 
 
 
Name
 
Business Address
Citizenship
Adrianna C. Ma
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Hans Morris
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Ranjit Pandit
17th Floor
Express Towers
Nariman Point
Mumbai 400 021
India
 
United States and India
Andrew C. Pearson
3 Pickwick Plaza
Greenwich, Connecticut 06830
 
United States
Brett B. Rochkind
228 Hamilton Ave.
Palo Alto, CA 94301
 
United States
David A. Rosenstein
55 East 52nd St., 32nd Floor
New York, New York 10055
 
United States
Philip P. Trahanas
3 Pickwick Plaza
Greenwich, Connecticut 06830
United States
 
 
 



EX-99.1 2 eh1200531_ex1.htm EXHIBIT 1 eh1200531_ex1.htm
EXHIBIT 1
 
 
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
 
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 acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
 
Dated:  April 9, 2012
 
 
GENERAL ATLANTIC PARTNERS 90, L.P.
 
       
  By: General Atlantic GenPar, L.P.,
its general partner
 
       
  By:
General Atlantic LLC,
its managing member
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
GAPCO GMBH & CO. KG
 
       
  By:
GAPCO Management GmbH,
its general partner
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Procuration Officer  
       
 
 
GAP COINVESTMENTS CDA, L.P.
 
       
  By:
General Atlantic LLC,
its general partner
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
GAP COINVESTMENTS III, LLC
 
       
  By:
General Atlantic LLC,
its managing member
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
 
 
 

 
 
 
 
GAP COINVESTMENTS IV, LLC
 
       
  By:
General Atlantic LLC,
its managing member
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
GAPCO MANAGEMENT GMBH
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Procuration Officer  
       
 
 
GENERAL ATLANTIC GENPAR, L.P.
 
       
  By:
General Atlantic LLC,
its general partner
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       
 
 
GENERAL ATLANTIC LLC
 
       
 
By:
/s/ Thomas J. Murphy  
    Name:  Thomas J. Murphy  
    Title:    Managing Director  
       

 
 

 
EX-99.2 3 eh1200531_ex2.htm EXHIBIT 2 eh1200531_ex2.htm
EXHIBIT 2
 
December 22, 2011         
 
 
General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, Connecticut  06830
 
Ladies and Gentlemen:
 
In connection with a possible purchase of all or a portion of the securities currently owned by Citi, StepStone or Energy Spectrum, as sponsors of the Company, as defined herein, (the “Transaction”)  involving C&J Energy Services Inc. (the “Company”),  the Company is furnishing General Atlantic Service Company, LLC (“General Atlantic” or you”) with Information (as herein defined).  For purposes of this agreement, all information (written or otherwise) that is confidential, proprietary that has been furnished to you by or on behalf of the Company or any of its affiliates, together with all electronically stored analyses, compilations, memoranda, notes or any other documentation  prepared by you or your Representatives (as hereinafter defined) that is based on or reflects, in whole or in part, such information is herein referred to as “Information.” In consideration of the Company’s furnishing you with the Information, and in order to induce the Company to do so, the parties agree that:
 
1.           The Information will be kept confidential and shall not, without the Company’s prior written consent, be disclosed by you or the officers, directors, managers, employees, advisors, consultants and agents of General Atlantic or its subsidiaries (collectively, “Representatives”), in any manner whatsoever, in whole or in part, and shall not be used by you or your Representatives in any way other than for the purpose of evaluating the possibility of the Transaction.  Moreover, you agree to reveal the Information only to your Representatives who have a need to know the Information for the purpose of evaluating the Transaction and who shall agree to keep confidential the Information. You shall be responsible for any breach of this letter agreement by your Representatives.
 
2.           The Information including any Information which consists of materials prepared by you or your Representatives, will be destroyed or returned to us promptly upon our written request, provided that (i) you may destroy or return to us any of the Information prior to our request and (ii) you may retain copies of any of the Information to the extent required by law or regulation (including emails and their attachments in accordance with your email retention policy). Any Information so retained shall remain subject to the obligations contained in this letter agreement.
 
3.           This letter agreement shall be inoperative as to such portions of the Information which (i) was legally within your possession prior to it being furnished to you or your Representatives by or on behalf of the Company, (ii) are or become generally available to the public through no fault of or action by you or your Representatives  in violation of this letter agreement, (iii) become available to you or your Representatives on a non-confidential  basis from a source other than the Company or its Representatives, that you believe after reasonable
 
 
 

 
 
 

 
 
inquiry was not prohibited from disclosing such portions to you by a contractual, legal or fiduciary obligation to the Company or (iv) are independently developed by you or your Representatives without the use of the Information and without violation of this Agreement.
 
4.           For a period of 18 months from the date of your signing of this Agreement, you, your subsidiaries or your affiliates who have received Information or become aware of the Transaction will not, directly or indirectly, without having been specifically requested to do so in writing by the Company’s board of directors:  (i) propose any business combination, acquisition or other extraordinary transaction involving the Company, its successors, its or their securities or any substantial part of its or their assets, or use the Confidential Information to acquire or agree to acquire any securities of the Company or any of its successors; (ii) acquire, offer to acquire, or agree to acquire, by purchase or otherwise, ownership of more than 1% of any class of voting securities of the Company other than the acquisition of securities contemplated  by the Transaction, (iii) acquire or agree, offer, seek, propose, announce or otherwise disclose your intention to acquire any derivative positions or contracts, whether or not cash-settled, based on the value of the securities of the Company or its successors or subsidiaries, (iv) seek or propose to influence or control, through a proxy  solicitation  or otherwise, the board of directors, management or policies of the Company or any of its successors; (v) make any public disclosure, or take any action, including requesting a waiver or modification of any provision of this paragraph, that could require the Company or any of its successors to make any public disclosure, with regard to any of the foregoing actions; or (vi) instigate, encourage or assist any third party (including forming a “group” with such third party) to do, or enter into any discussions or agreements with any third party with respect to any of the actions set forth in clauses (i)  (vi) above.  You represent and warrant to the Company that you do not beneficially own (beneficial ownership being defined for purposes of this Agreement as under section 13(d) of the Securities Exchange Act of 1934, as amended) more than 2% of any securities entitled to be voted generally in the election of directors of the Company, or any options or rights to acquire such securities.
 
5.           In addition, for a period of one year from the date of your signing this Agreement, you will not directly or indirectly solicit any employees of the Company with whom you had contact with or who otherwise became known to you in connection with your evaluation of the Transaction; provided, however, the foregoing shall not be deemed a restriction on you (on third party search firms on your behalf) from engaging in generalized solicitations of employment not targeted to employees of the Company, or from hiring respondents thereto.
 
6.           Neither the Company nor its respective Representatives makes any representation or warranty as to the accuracy or completeness of the Information. You will conduct your own independent investigation and analysis of the Transaction. Neither the Company nor its respective Representatives shall have any liability to you or your Representatives resulting from the use of the Information supplied by the Company or our respective Representatives.  Agreements (if any) with respect to such matters shall be set forth in a mutually agreed upon definitive agreement between the parties.
 
7.           In the event that you or anyone to whom you transmit the Information to pursuant to this letter agreement is requested or required to disclose any of the Information pursuant to law, regulation or other legal process, you will provide the Company with prompt
 
 
 
 
 
 

 
 
2

 
 
notice, to the extent legally permissible, so that it may seek a protective order or other appropriate remedy (at its expense) and/or waive compliance with the provisions of this letter agreement. You will also, and will use your reasonable best efforts to cause your Representatives to, cooperate as reasonably requested by the Company in the Company’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to such Information.  In the event that such protective order or other remedy is not obtained, or the Company waives compliance with the provisions of this letter agreement, you will furnish only that portion of the Information which your counsel advises you is required.  In such case, prior to such disclosure, you will use reasonable best efforts to advise and consult with the Company and its counsel as to such disclosure and the nature and wording of such disclosure.
 
8.           Except as otherwise  provided under this letter agreement or as may be required by law or regulation, without the prior written consent of the Company, you and your Representatives will not disclose to any other person the fact that the Information has been made available to you, that discussions or negotiations are taking place concerning a possible transaction involving the Company or any of the terms, conditions or other facts with respect thereto (including the status thereof).
 
9.           The Company acknowledges that you (and your affiliated investment entities and portfolio companies) may invest or may be interested or involved, now or in the future, directly or indirectly, in various other businesses and activities, including businesses that may be similar to or competitive with the Company.  Nothing in this letter agreement shall limit the rights of such parties to make such investments or pursue any opportunities or grant the Company any right to participate therein.
 
10.           This letter agreement shall terminate on the second anniversary of the date hereof, provided (i) that no termination of this letter agreement or any provision hereof will relieve a party from liability for any prior breaches and (ii) the confidentiality  provisions contained herein shall continue to apply with respect to any Information for so long as you retain Information.
 
11.           This letter agreement may not be amended, and no provision hereof may be waived, without the prior written consent of the parties hereto.
 
12.           The Company may institute appropriate proceedings against you to enforce the rights hereunder and that money damages may not be a sufficient remedy for any violation of the terms of this Agreement and, accordingly, the Company may be entitled to seek specific performance and injunctive relief as remedies for any violation.  These remedies shall not be deemed to be the exclusive remedies for a violation of the terms of this Agreement but shall be in addition to all other remedies available to the Company and its respective affiliates at law or equity.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of law provisions thereof.
 
13.           This letter agreement sets forth the full and complete understanding between us with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written.
 
 
 
 
 
 
 
3

 
 
If the foregoing is acceptable to you, please so signify by signing the enclosed copy of this letter agreement and returning it to me at the above address.
 
 
 
Sincerely yours,
 
C&J ENERGY SERVICES INC.
 
     
         
 
By:
/s/ Theodore R. Moore  
    Name:  Theodore R. Moore  
    Title:  VP  General Counsel  
         
 

Accepted and agreed:
 
GENERAL ATLANTIC SERVICE COMPANY, LLC
 
 
By:  /s/ Matthew Nimetz    
  Name:  Matthew Nimetz    
  Title:  Vice President    
 
 
 
 
 

 
 
 
 
 
 
 
 
4

EX-99.3 4 eh1200531_ex3.htm EXHIBIT 3 eh1200531_ex3.htm
EXHIBIT 3
 
 
 
 
March 20, 2012
 

 
General Atlantic Service Company, LLC
3 Pickwick Plaza
Greenwich, Connecticut 06830

 
Ladies and Gentlemen:
 
This First Amendment (the “Amendment”) to the Letter Agreement, dated as of December 22, 2011, (the “Letter”) by and between C&J Energy Services, Inc. (the “Company”) and General Atlantic Service Company, LLC (“General Atlantic”), is made and entered into as of this 20th day of March, 2012 by and among the Company and General Atlantic.  Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Letter.
 
Each of the parties hereto agree that it is in its best interest to amend the Letter as set forth in this Amendment. In consideration of the foregoing premises and the mutual covenants and agreements as set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 
1.           Amendment to Section 4(ii).  Section 4(ii) of the Letter shall be deleted and replaced in its entirety with the following:
 
“(ii) acquire, offer to acquire, or agree to acquire, by purchase in the open market, by purchase from Citi, StepStone or Energy Spectrum or otherwise, ownership of any class of voting securities of the Company that, when aggregated with General Atlantic’s then-current percentage of ownership of any class of voting securities of the Company, would exceed 15%;”
 
2.           This Amendment may be executed in several counterparts, each of which shall be an original of this Amendment but all of which, taken together, shall constitute one and the same Amendment.
 
3.           Except as expressly amended herein, all terms and provisions of the Letter shall remain in full force and effect.

You further acknowledge that you are aware that the Company is a publicly traded company, and that you are aware and your Representatives have been advised, that the United States securities laws and other laws prohibit any person who has material non-public information concerning an entity from purchasing or selling securities of such entity or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.  You acknowledge that the information previously provided to you pursuant to the Letter or as may be provided pursuant to the Letter and this Amendment may contain material non-public information.  Without limiting the foregoing, you agree that you will only use such information in accordance with applicable law.
 
 
 

 
 
 
If the foregoing is acceptable to you, please so signify by signing the enclosed copy of this agreement and returning it to me.
 
 
 
 
Sincerely yours,
 
C&J ENERGY SERVICES INC.
 
     
         
 
By:
/s/ Theodore R. Moore  
    Name:  Theodore R. Moore  
    Title:  VP  General Counsel  
         
 

Accepted and agreed:
 
GENERAL ATLANTIC SERVICE COMPANY, LLC
 
 
By:  /s/ David Rosenstein    
  Name:  David Rosenstein    
  Title:  General Counsel/Managing Director    
 
 
 
 
 
 
2