CORRESP 1 filename1.htm

 

Ranger Energy Services, Inc.

800 Gessner Street, Suite 1000

Houston, Texas 77024

 

Via EDGAR

 

July 25, 2017

 

H. Roger Schwall

Assistant Director

Office of Natural Resources

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

 

Re:                             Ranger Energy Services, Inc.

Registration Statement on Form S-1
File No. 333-218139

 

Ladies and Gentlemen:

 

Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, Ranger Energy Services, Inc. (the “Company,” “we,” “us” or “our”) hereby confidentially submits (the “Submission”) its currently expected offering terms of the initial public offering (the “Offering”) of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), including, among other things, the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K, the number of shares of Class A Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Class A Common Stock to be outstanding after the Offering. The Company expects that these pricing terms and other items will be included in a future amendment to the Registration Statement on Form S-1, File No. 333-218139 (the “Registration Statement”).

 

The Offering terms included in the Submission are based on bona fide estimates of the range of the minimum and maximum offering price and the maximum number of shares of Class A Common Stock to be offered as of July 25, 2017. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.

 

The Company proposes to price the Offering with a bona fide price range of $16.00 to $20.00 per share of Class A Common Stock, with a midpoint of $18.00 per share. In the Offering, the Company proposes to sell up to 5,000,000 shares of Class A Common Stock. The Company proposes to grant the underwriters a 30-day option to purchase up to an additional 750,000 shares of Class A Common Stock to cover over-allotments. As discussed with members of the Staff, this range and the additional information included in the Submission are initially being provided for your consideration by correspondence due to the Company’s and the underwriters’ concern regarding providing such information in advance of the launch of the

 


 

Securities and Exchange Commission

July 25, 2017

Page 2

 

Offering given recent market volatility, as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.

 

The Company is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the offering terms set forth herein. We expect that these marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.

 

Please direct any questions that you have with respect to the foregoing to Douglas E. McWilliams of Vinson & Elkins L.L.P. at (713) 758-3613 or Julian J. Seiguer of the same firm at (713) 758-2790.

 

 

 

Very truly yours,

 

 

 

RANGER ENERGY SERVICES, INC.

 

 

 

 

 

 

By:

/s/ Darron M. Anderson

 

Name:

Darron M. Anderson

 

Title:

President and Chief Executive Officer

 

 

Enclosures

 

cc:                                Douglas E. McWilliams, Vinson & Elkins L.L.P.

Julian J. Seiguer, Vinson & Elkins L.L.P.

William J. Whelan, III, Cravath, Swaine & Moore LLP

Jason Taibel, BDO USA, LLP