OREANDA-NEWS. C&J Energy Services, Inc. ("C&J") and Nabors Industries Ltd. ("Nabors") announced today the completion of the combination of C&J with Nabors' completion and production services business.  The resulting combined company, which has been renamed C&J Energy Services Ltd. ("New C&J"), is one of the largest completion and production services providers in North America led by the current C&J management team, with

Josh Comstock serving as Chief Executive Officer and Chairman of the Board, and

Randy McMullen serving as President and Chief Financial Officer.  New C&J is headquartered in Bermuda and its common shares have been listed on the NYSE under the ticker symbol "CJES". Nabors received approximately \$688 million in cash from C&J as a portion of the consideration for the transaction and now owns approximately 53% of the outstanding and issued common shares of New C&J, with the remainder held by former C&J shareholders.

Josh Comstock, Founder, Chairman and Chief Executive Officer of New C&J stated, "Today is an extraordinary and exciting day for both C&J and Nabors. Among the many strategic benefits of this combination is the transformative increase in scale, driving the rapid advancement of our goal of growing C&J from what we started as a single-crew pressure pumping company to what is now a leading diversified provider of technologically advanced oilfield services. With this combination, we have greatly expanded our capabilities and resources in a critical step to diversify our business, positioning New C&J to benefit from future opportunities and manage market challenges.  We are eager to capitalize on the significantly larger asset base and geographic footprint of our combined company as we focus on building upon the successes that have been achieved through implementing C&J's best-in-class operational model.  New C&J is equipped to deliver meaningful strategic, financial and operational value to our shareholders, customers and employees."

"This is a winning combination," said

Anthony G. Petrello, Chairman, Chief Executive Officer and President of Nabors. "We would like to thank our employees for their dedication and hard work in building a leading provider of completion and production services in North America. We are very proud of their contributions and efforts through the years. We believe the combined company will be more capable and better-positioned to serve customers and compete on a global level than either company would have realized on their own. With a majority ownership, our shareholders retain a significant stake in a larger, premier provider of completion and production services, while benefitting from the growth of New C&J."

Transaction Structure

The transaction was originally announced on June 25, 2014, with the execution of a definitive merger agreement to combine C&J with Nabors' completion and production services business in the U.S. and Canada. Under the terms of the transaction agreements, Nabors separated its completion and production services business in the United States and Canada from the rest of its operations and consolidated this business under New C&J. A Delaware subsidiary of New C&J then merged into C&J, with C&J surviving the merger as a subsidiary of New C&J.  Effective upon closing of the transaction, common shares of C&J have been converted into common shares of New C&J on a 1-for-1 basis. 

At closing, Nabors received total consideration valued, based on C&J's closing stock price on March 23, 2015, at approximately \$1.4 billion, comprised of approximately 62.5 million New C&J common shares and approximately \$688 million in cash. Nabors has agreed not to sell any common shares received in the transaction for a period of 180 days following closing.

New C&J financed the transaction with term loans and borrowings under its new \$600 million revolving credit facility. Specifically, the financing consisted of \$90 million drawn under the combined company's new revolving credit facility, along with a new term loan B comprised of a \$575 million term loan B-1 that matures 5 years after closing and a \$485 million term loan B-2 that matures 7 years after closing.

Advisors

Citi and Tudor, Pickering, Holt & Co. acted as C&J's financial advisors in connection with the transaction.  Vinson & Elkins L.L.P. acted as C&J's legal advisor.  Fried, Frank, Harris, Shriver & Jacobson LLP acted as C&J's tax and debt financing counsel.

Goldman, Sachs & Co. and Lazard Ltd. acted as Nabors' financial advisors in connection with the transaction.  Milbank, Tweed, Hadley & McCloy LLP acted as Nabors' legal advisor, and Deloitte Tax LLP acted as Nabors' tax advisor.