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IE nnE Im IE OEC 2 11016MONMSC&J ENERGY SERVICES, INC.3990 Rogerdale Rd. Houston, TX 77042Phone: 713-325-6000 Fax: 713-325-5933PUeUCCJ l1taRelealeJVNon111I ReleaHDecember 20, 2016Mark Shaffer, DirectorUSNRC/DNMS Region J.VNudear Materials Safety Branch B1600 E. Lamar Blvd.Arlington, TX 76011-4511Re:NON-PUB UCCJ A.3 Selllitlve-Securfty RtlllldDA.7 SlnlltlvelntemllCJ Olher:.-/d SDate: I:;/2-"/!fConsent for Indirect Transfer of Control of NRC Licenses:1) License No. 42-35277-01 (Docket No. 03038877)2) License No. 42-35281-01 (Docket No. 03038882)Dear Mr. Shaffer:C&J Spec-Rent Services, Inc. ("the Licensee") and C&.l Energy Services, Inc. rNew C&J"), a newlyformed Delaware corporation and the ultimate parent company of Licensee, hereby request NRC consentto the proposed indirect transfer of control of the above-listed NRC byproduct material licenses.Attachments 1 and 2 provide the basis for this request. As explained below, the Licensee and New C&Jrespectfully request the NRC's expedited review and consent no later than January 3, 2017.On July 22, 2016, the Licensee notified the NRC that it had filed for bankruptcy under Chapter 11 inFederal Bankruptcy Court on July 20, 2016. Mr. casey Alldredge of your office acknowledged receipt ofthat letter on August 22, 2016. The Licensee is now prepared to emerge from bankruptcy, essentiallyunchanged, under the control of a new, Indirect parent company (i.e., New C&.l) that will be owned bypreexisting creditors. Accordingly, the NRC's evaluation of any Indirect transfer of control should befocused on the new entity, New C&l.The Licensee, its parent companies, and associated lenders Intend to: (i) convert the claims of existinglenders into a pro rata share of common stock of New C&l, and (ii) simplify the existing holding structureof the C&J companies, including the re-domestication of the ultimate parent company of the organizationfrom Bermuda to the U.S. as New C&.l. Immediately after closing the restructuring transactionsassociated with emerging from bankruptcy, the existing lenders will become the sole owners of New C&l,which will hold 100% of the equity Interests of 0 Holding Co. 0 Holding Co., In turn, will hold 100% ofthe equity interests in the Licensee. However, because there are a large number of creditors, ownershipof New C&.l will be disbursed and wldely held such that no single creditor will exercise control of NewC&l's Board of Directors or is expected to control more than 20% of New C&l's voting shares.Importantly, the transactions and emerging from bankruptcy do not Involve any amendment to theLicenses and would not result in any changes to the Licensee's name, organization, NRC-licenseclactivities, management team, or personnel responsible for such licensed activities. Thus, there will be nochange to how the Licensee manages any of Its activities regarding the possession and use of byproductmaterial authorized under the Licenses, and the Licensee will continue to have the equipment, facilities,personnel and procedures needed to protect public health and safety, and to secure the licensedmaterial.DBl/ 90130017.2
Consent for Indirect Transfer of ControlLicense Nos. 42-35277-01 & 42-35281-01December 20, 2016The "known entity" screening suggested under NUREG-1556, Volume 20, Appendix C, to ensure thatradioactive materials will be used as intended, is satisfied here. The purpose of this screening is for theNRC to obtain reasonable assurance from NRC licensees transferring control of licensed activities that thelicensed material will be used for its intended purpose and not for malevolent use. 1 As explained above,this is an indirect transfer of control two corporate levels above the Licensee, overseen by a federaljudicial bankruptcy judge. The Bankruptcy Court approved the Licensee and existing parent companies'bankruptcy plan on Friday, December 16, 2016. 2 As part of that approval, the bankruptcy judge issuedan Order confirming, as required by Section 1129(a)(5) of the Bankruptcy Code, 3 that selecting the newboard of directors is In the interests of public policy.4 That open public proceeding and its precedentprovide the NRC with the reasonable assurance it needs to conclude that the new Board of Directors ofNew C&J will not Influence the use of the licensed materials for malevolent purposes.The companies hope to emerge from bankruptcy in early January, 2017. Accordingly, the Licensee andNew C&J respectfully request the NRC's expedited review and consent no later than January 3, 2017, inorder to permit the companies to complete their emergence from bankruptcy on schedule. The Licenseeand New C&J urge the NRC to forego its public comment period because the Federal Bankruptcy Courtproceeding was a public proceeding through which the federal judiciary received stakeholder input aboutthe restructuring, and because there are no changes to the Licensee's activities relevant to radiologicalhealth and safety. If the NRC elects to notice an additional public comment period, then the Licenseeand New C&J request that the NRC consent to the transfer during the public comment period. 5 TheLicensee and New C&J acknowledge that a public comment may result in the NRC seeking to impose apost-consent condition on the transfer of control required if determined necessary under the AtomicEnergy Act.1This screening has limited applicability to cases involving indirect transfers of control, especially those involvinga bankruptcy, where there is no realistic concern that a new, indirect parent will use the licensed material formalevolent purposes.2CJ Holding Co., et al, No. 16-33590(DJR) (Bankr. S.D. Tx. Dec. 16, 2016) (Order Confirming the SecondAmended Joint Plan of Reorganization (As Modified) of Cl Holding Company, et al., Pursuant to Chapter 11 ofthe Bankruptcy Code), Docket No. 1045, (Doc. No. 1057) available 20Reorganlzation%20as%20Modified.pdf.311 U.S.C. § 1129(a)(5)rconfirmation of Planj("The court shall confirm a plan only if all of the followingrequirements are met: . The proponent of the plan has disclosed the identity and affiliations of any individualproposed to serve, after confirmation of the plan, as a director, officer, or voting trustee of the debtor, anaffiliate of the debtor participating In a joint plan with the debtor, or a successor to the debtor under the plan;and . the appointment to, or continuance in, such office of such Individual, is consistent with the interests ofcreditors and equity security holders and with public policy")(emphasis added).4Order at 411 25, 52.5The Commission has approved a similar practice for indirect transfers of control for reactor licenses pursuant 10CFR § 50.80 under 10 CFR Part 2, Subpart M.DBl/ 90130017.2
Consent for Indirect Transfer of ControlLicense Nos. 42-35277-01 & 42-35281-01December 20, 2016eettiation Safety OfficerC&J Spec-Rent Services, Inc.cc: Linda Howell, Deputy Director, Nuclear Materials Safety Branch BLatlscha Hanson, M.Sc, Health Physicist, Nuclear Materials Safety Branch BScott Maddux, C&J Energy Services, Inc.Timothy Matthews, Morgan, Lewis & Bocklus LLPDBl/ 90130017.2
C&J ENERGY SERVICES, INC.3990 Rogerdale Rd. Houston, TX 77042Phone: 713-325-6000 Fax: 713-325-5933Attachment 1Application for Consent to Transfer of Control of LicensesC&J Spec-Rent Services, Inc. License Nos. 42-35277-01 and 42-35281-01DBl/ 90130017.2
Consent for Indirect Transfer of ControlLicense Nos. 42-352n-01 & 42-35281-01December 20, 2016This information is submitted consistent with NUREG-1556, Vol. 15, Consolidated Guidance AboutMaterials Licenses: Program-Specific Guidance About Changes of Control and About Bankruptcy InvoMngByproduct, source, or Special Nuclear Materials licenses, at Section 5.1 through 5.6SEcnON 5.1.DESCRIPTION OF TRANSAcnON1. A complete clear description of the transaction, including any transfer ofstocks or asse4mergers, etc., so that legal counsel is able, when necessary, to differentiate between namechanges and changes of ownership.Currently, C&J Spec-Rent Services, Inc. ("the Licensee") is a direct, wholly-owned subsidiary of C&JEnergy Services, Inc. ("C&J Energy"), which in turn Is a direct, wholly-owned subsidiary of O Holding Co.Pursuant to the Licensee and existing parent companies' bankruptcy plan, 1 restructuring transactions willoccur in a series of simultaneous steps. As part of the restructuring transactions, C&J Energy will bemerged into the Licensee, with the Licensee as survivor, and the Licensee will be a direct, wholly-ownedsubsidiary of O Holding Co.All creditor interests in the upstream parent above O Holding Co. (C&J Energy Services Ltd., a Bermudaexempted company) will convert to common stock in the newly-formed C&J Energy Services, Inc. {''NewC&J"), a Delaware corporation. Therefore, New C&J will be owned by, and its Board of Directors will becontrolled by, existing creditors of the C&J companies, with no single entity exercising control over NewC&J. The following entitles will have a 5% ownership interest or greater:1 Blackstone Debt Advisors GSO (16.8%)-formed in 1985 and headquartered In New York, NY,Blackstone invests in a wide spectrum of regions, industries, and asset classes across the world.Blackstone GCO Capital has 89 billion in assets under management.2 Solus Alternative Asset Management LP (13.5%)-formed in 2007 and headquartered in NewYork, NY, Solus is a privately held, SEC-registered investment advisor with approximately 6 billion in assets under management for a diversified group of individual investors and familyoffices worldwide. 3 American Securities Capital Partners, LLC (8.0%) - formed in 1994 and headquartered in NewYork, NY, American Securities has investments in consumer, healthcare, industrial, power &energy, and services industries, with approximately 15 billion in assets under management. 4 BlueMountain Capital Management, LLC (5.9%) -formed in 2003 and headquartered in NewYork, NY, BlueMountain has investments across five thematic groups: Credit & Capital Structure,CJ Ho/ding co., et al, No. 16-33590(DJR) (Bankr. S.D. Tx. Dec. 16, 2016) {Order Confirming the Second AmendedJoint Plan of Reorganization (As Modified) of CJ Holding Company, et al., Pursuant to Chapter 11 of the BankruptcyCode), Docket No. 1045, (Doc. No. 1057) available tus Current.DBl/ 90130017.2
Consent for Indirect Transfer of ControlLicense Nos. 42-35277-01 & 42-35281-01December20, 2016Distressed & Special Situations, Equity, structured Finance & Real Estate, and Arbitrage &Technical, with 22 billion in assets under management. 5 Magnetar Financial LLC (5.9%)-formed In 2005 and headquartered in Evanston, IL, MagnetarInvests in three broad strategies: Global Event Driven, Fixed Income, and Energy, withapproximately 13 billion In assets under management. 6 Luxor Capital Group (5.3%) - formed in 2002 and headquartered in New York, NY, Luxor Is anemployee owned hedge fund sponsor, investing in public equity and fixed income marketsaround the globe7 and has approximately 3.5 billion in assets under management. 8 Canyon Partners (5.1%) - formed in 1990 and headquartered in Los Angeles, CA, Canyon and itsaffiliates have Investments across a number of asset classes including bank debt, high yield anddistressed securities, securitized assets, convertible arbitrage, risk arbitrage, equities and otherspecial situation securities, with approximately 20 billion in assets under management. 9Please refer to Attachment 2, npre- and Post-Transaction Simplified Organizations" for simplified diagramsof the chain of ownership before and after the proposed transaction.2.The new name of the licensed organization. If there is no change, the licensee should so state.There will be no change in the name of the Licensee.3.The new licensee contact and telephone number(s) to faa1itate communications.The Licensee contact and telephone information will remain the same. The contact Information is asfollows:Mr. George Doggett, Senior Director QHSE Drilling & CompletionsRadiation safety OfficerC&l Spec-Rent Services, Inc.Oba Casedhole Solutions3990 RogerdaleHouston, TX 77042713-325-6053Gdoggett@cjes.comSEcnON 5.2.CHANGES OF PERSONNEL1. Any changes in personnel having control over licensed activities (e.g., officers ofa corporationand any changes in personnel named in the license such as radiation safety officer, authorizedusers, or any other persons Identified in pervious license applications as responsible for snapshot.asp?prlvcapld uxor capital Bll 90130017.2
Consent for Indirect Transfer of ControlLicense Nos. 42-35277-01 & 42-35281-01December 20, 2016safety or use of licensed material). The licensee should Include information concemlng thequalifications, training, and responsibilities ofnew individuals.For the reasons explained in Section 5.1, following the proposed transaction, there are no plannedchanges In personnel having control over licensed activities.2. An Indication of whether the transferor will remain In non-licensed business without the license.Not applicable. The Licensee will retain Its licenses.SECTlON 5.3CHANGES OF LOCAnON, EQUIPMENT a. PROCEDURES1. A complete description ofany planned changes In organization, location, facll/ty, equipment, orprocedures (i.e., changes In operating or emergency procures}.There are no planned changes in the organization, location, facility, equipment or procedures inconnection with the proposed transaction.2. A detailed description ofany changes In the use, possession, location or storage of the licensedmaterialsThere are no planned changes In the use, possession, location or storage of the radioactive materials as aresult of the transactions.3. Any changes In organization, location, facilities, equipment, procedures, or personnel that wouldrequire a license amendment even without the change of ownership.None.SECTlON 5.4.SURVEILLANCE RECORDS1. An Indication of whether all surveillance Items and records (e.g., callbrations, leak tests, surveys,Inventories, and accountabil/ty requirements) wlll be current at the time of transfer. Adescription of the status of all surveillance requirements and records should also be providedTo the extent that such records are required to be maintained under the License, the proposedtransaction will have no effect on the surveillance records. All licensed activities and related records arecurrent and will continue on an ongoing basis without interruption as required under the License. Suchrecords will continue to be maintained in their existing state and In accordance with applicablerequirements.SECTlON 5.5DECOMMISSIONING AND RELATED RECORDS TRANSFERS1. Confirmation that all records concerning the safe and effective decommissioning/closure of thefacl/Jty; pub/le dose and waste disposal by release to sewe13; incineration, radioactive materialspills, and on-site burials, have been transferred to the new licensee Iflicensed actMties wlllcontinue at the same location.N/A. There Is no new licensee to whom to transfer records.DBl/ 90130017.2
Consent for Indirect Transfer of ControlLicense Nos. 42-35277-01 & 42-35281-01December 20, 20162. A description of the status of the facility. Spec/fiall/y, the presence or absence of contaminationshould be documented. If contamination is present, will decontamination occur before transfer?Ifnot, is the transferee knowledgeable of the extent and levels of contamination and applicabledecommissioning requirements, and does the transferee agree to assume full liability for thedecontamination of the facl/ity or site?The status of the Licensee's facility for purposes of licensed activities wlll remain unchanged after thetransactions close, and the liability for any decommissioning or decontamination activities for theLicensee's facility, to the extent required, will remain with the Licensee.3. A description ofany decontamination plans, including financial surety arrangements of thetransferee. This should indude information about how the transferee and transferor propose todivide the transferors assets and responsibility for any cleanup needed at the time of transfer.The Licensee is not required to have decommissioning financial assurance based on the types andamount of material authorized. Therefore, the Licensee is not subject to any NRC decommissioningfunding financial assurance requirements in connection with the Licenses. All financial assurancesrelating to the facility and associated Agreement State licenses, to the extent required, will continue to bemaintained by the Licensee.SEcnON 5.6 TRANSFEREE'S COMMITMENTS TO ABIDE BY THE TRANSFEROR'SCOMMITMENTSConfirmation that the transferee agrees to abide by all commitments and representationspreviously made by the transferor. These Include, but are not limited to: maintainingdecommissioning records; Implementing decontamination activities and decommissioning of thesite; and completing correcUve actions for open inspection items and enforcement actions.Wll:/J regard to contamination of facilities and equipment, the transferee should confirm, inwriting, that It accepts full liability for the site, and should provide evidence ofadequateresources to fund decommissioning; or the transferor should provide a commitment todecontaminate the facility before the change of control or ownership.With regard to open inspection Items, etc., the transferee should confirm, in writing, that Itaccepts full responsibility for open inspection Items and/or any resulting enforcement actions; orthe transferee proposes alternative measures for meeting the requirements; or the transferorprovides a commitment to close out all such actions with NRC before lirense transfer.The indirect change In control resulting from the proposed transactions would not create a new licenseeand would not change the Licensee's existing commitments under the License. Following the proposedtransaction, the Licensee agrees to continue to abide by all constraints, license conditions, requirements,representations and commitments identified In and attributed to the existing License. The Licenseeagrees to continue to accept full responsibility for open inspection items and any resulting enforcementaction. The proposed change in the Licensee's parent company will not affect these commitments andrepresentations.1. Documentation that the transferor and transferee agree to the change in ownership or control ofthe licensed material and adivity, and the conditions of the transfer; and the ttansferee is madeaware ofall open Inspection Items and Its responsiblllty for possible resulting enforcementactions.DBl/ 90130017.2
Consent for Indirect Transfer of ControlLicense Nos. 42-35277-01 & 42-35281-01December 20, 2016The proposed transaction would not create a new licensee and would not change the Licensee's existingcommitments under the License. The Licensee is aware of and will continue to be responsible for allopen inspection items and the Licensee will remain responsible for any possible resulting enforcementactions.2. A commitment by the transferee to abide by all ronstraints, rondltions, requirements,representations, commitments Identified In the existing licenses. If not, the transferee mustprovide a description ofits program to ensure compliance with the license and regulations.The indirect change in control resulting from the transactions would not change the Licensee listed on thelicenses, and would not change the Licensee's existing commitments under the licenses. Following thetransaction, the Licensee agrees to continue to abide by all constraints, conditions, requirements,representations, and commitments identified in the existing licenses.DBl/ 90130017.2
C&J ENERGY SERVICES. INC.3990 Rogerdale Rd. Houston, TX 77042Phone: 713-325-6000 Fax: 713-325-5933Attachment 2Pre- and Post-Transaction Simplified OrganizationsFigure 1 - Pre-Transaction Simplified Organization (* - Licensee)C&J Energy Services Ltd(Bermuda)CJ Lux Holdings S.a r I(Luxembourg)Penny Global HoldingsSar I (Luxembourg)CJ Holding Co. (Delaware)IC&J EnergyServices . Inc.(exisbng Delawarecorporation)IC&J Spec-RentServices, Inc.(Indiana)*DBl/ 90130017.2
Consent for Indirect Transfer of ControlLicense Nos. 42-35277-01 & 42-35281-01December 20, 2016Rgure 2 - Post-Transaction Simplified Organization(* - NRC Licensee)t-colders of AilowedClass 9 lnle-re t s andAllowed CassCJ31msHulders of A llowed Cla ss4 Claims·oIC&J EneivlSeMCes, Inc\Uelaware)CJ Holding Co(Delaware)C&J S:Mic-RentSer.1ces . Inc.QndianarDBl/ 90130017.2/-1}[0»1':iiAi 'OWt'dGen ra1 Ursc·Cu'edCla,m-,
.:.: QIQ.0 R HENGST1713) 325-6000C&J ENERGY SERVICES3990 ROGEADALE RDHOUSTON TX 77042-5142· .2.'2C1I1 OF 1SHIP TO:.r::::.r::::.· SAFETY BRANCH B ATTN:MARK SHAFFERUSNRC /DNMS REGION 6 NUCLEAR MATERI1600 E. LAMAR BLVD.(}: ARLINGTON TXC1IVI::i76011- 451). '-··,,.'2.!!!1,,\. .·lllf .'· .:';II·· /':-. C1Ic.0Qi c:,TX 760 0-01C1I.!!!.r::::.' !Ff .1111 111111111C&J Energy ServiceUnited Parcel ServiceT1ZSOES3A0148148313R:12/21/20161510Shaffer, Mark;S:1G:PIP120.6217W8 18.0.34 Zebra ZP 460 81.0A 1012016II .-.99990uO.uhrG.oI! I.Ifi,.-.-Ill'.,/'OQ,, C1I .r::::. u'LijVI· - .0 -. - -",,,,. .,,, .j 57 -· . .:;
.,,,.,NRCFORM532(05-2016)U.S. NUCLEAR REGULATORY COMMISSION .,,,.1 '\'Ii.\:q .,;.:l' / ACKNOWLEDGEMENT - RECEIPT OF CORRESPONDENCEName and Address of Applicant and/or LicenseeDateILicense Number{s)42-35277-01IMail Control Number s I592609 .III12/22/2016George M. Doggett, Radiation Safety OfficerC & J Spec-Rent Services, Inc.dba Casedhole Solutions3990 Rogerdale RoadHouston, Texas 77042Licensing and/or Technical Reviewer or BranchCHillThis is to acknowledge receipt of your:0Letter and/orDApplicationDated:12/20/2016The initial processing, which included an administrative review, has been performed.DD[Z]AmendmentDDThere were no administrative omissions identified during our Initial review.DTerminationNew LicenseDRenewalThis is to acknowledge receipt of your application for renewal of the material(s) license Identifiedabove. Your application Is deemed timely filed, and accordingly, the license will not expire until finalaction has been taken by this office.Your application for a new NRC license did not Include your taxpayer identification number. Pleasecomplete and submit NRC Form 531, Request for Taxpayer Identification Number, located at thefollowing link:bttg://www.nr .gov/rgading-rmldoc- ollectiQns/form lnrc531.gdfFollow the Instructions on the form for submission.DThe following administrative omissions have been identified:Your application has been assigned the above listed MAIL CONTROL NUMBER. When calling to inquire about thisaction, please refer to this control number. Your application has been forwarded to a technical reviewer. Pleasenote that the technical review, which is normally completed within 180 days for a renewal application (90 days for allother requests), may identify additional omissions or require additional information. If you have any questionsconcerning the processing of your application, our contact information is listed below:Region IVU. S. Nuclear Regulatory CommissionDNMS/NMSB - B1600 E. Lamar BoulevardArlington, TX 76011-4511(817) 200-1209 or (817) 200-1140NRC FORM 532 (05-2016)
BETWEEN:Accounts Receivable/PayableandRegional Licensing Branches[ FOR ARPB USE ]INFORMATION FROM WBL· - -- · -- ·· - ··- ---· -· ·- -· -- · ·· · ··Program Code: 03110Status Code: Pending AmendmentFee Category:SAExP. Date: 11/30/2025Fee Comments:Decom Fin Assur Reqd: NLicense Fee Worksheet - License Fee TransmittalA. REGION1. APPLICATION ATTACHEDApplicant/Licensee: C & J Spec-Rent Services, Inc.Received Date:1212212016Docket Number:3038877Mail Control Number: 592609License Number:42-35277-01Action Type:Amendment2. FEE ATTACHEDAmount:Check No.:3. COMMENTSSigned:Date:B. LICENSE FEE MANAGEMENT BRANCH (Check when milestone 03 Is entered1. Fee Category and Amount:2. Correct Fee Paid. Application may be processed for:Amendment:Renewal:License:Signed:Date:1II
Blackstone invests in a wide spectrum of regions, industries, and asset classes across the world. Blackstone GCO Capital has 89 billion in assets under management.2 Solus Alternative Asset Management LP (13.5%)-formed in 2007 and headquartered in New York, NY, Solus is a privately held, SEC-registered investment advisor with approximately
