##### Table of Contents





As filed with the Securities and Exchange
    Commission on July 18, 2011
 
 Registration No. 333-173177
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
   Amendment No. 5
 
 to
 Form S-1
 REGISTRATION STATEMENT
    UNDER
 THE SECURITIES ACT OF
    1933
      C&J Energy Services,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

1389

20-5673219(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   10375 Richmond Avenue, Suite 2000
 Houston, Texas 77042
 (713) 260-9900
 (Address, including zip code,
    and telephone number, including area code, of registrants
    principal executive offices)
  Theodore R. Moore
 Vice President-General Counsel
 C&J Energy Services, Inc.
 10375 Richmond Avenue, Suite 2000
 Houston, Texas 77042
 (713) 260-9900
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      Copies to:
 Jeffery K. Malonson
    David P. Oelman
    Vinson & Elkins L.L.P.
    1001 Fannin Street, Suite 2500
    Houston, Texas 77002(713) 758-2222

J. David Kirkland, Jr.
    Tull R. Florey
    Baker Botts L.L.P.
    910 Louisiana Street
    Houston, Texas 77002
    (713) 229- 1234     Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
  Rule 12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
    
   CALCULATION OF
    REGISTRATION FEE
 
  
 Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Offering Price


Aggregate


RegistrationSecurities to be Registered


Registered(1)


Per Share


Offering Price(2)


Fee(3)Common Stock, par value $0.01 per share


13,225,000


$28.00


$370,300,000


$42,991.83  
 
  (1)
    
    Includes 1,725,000 shares
    of common stock issuable upon exercise of the underwriters
    option to purchase additional shares of common stock. 
 
  (2)
    
    Estimated solely for the purpose
    of calculating the registration fee pursuant to
    Rule 457(a)
    under the Securities Act of 1933, as amended. 
 
  (3)
    
    A registration fee of $26,122.50
    was paid previously based on an estimate of the aggregate
    offering price. 
  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell these securities and it is not soliciting an offer
to buy these securities in any jurisdiction where the offer or
sale is not permitted.


Subject to Completion, Dated
    July 18, 2011
 
   
  11,500,000 Shares
 
  
  C&J Energy
    Services, Inc.
  Common Stock
    
    
 
   
 
   
  Investing in our common stock involves risks. Please read
    Risk Factors beginning on page 14 of this
    prospectus.
      The Securities and Exchange Commission and state securities
    regulators have not approved or disapproved of these securities,
    or determined if this prospectus is truthful or complete. Any
    representation to the contrary is a criminal offense.
      Per Share


TotalInitial public offering price

$



$Underwriting discount

$



$Proceeds, before expenses, to Issuer

$



$Proceeds, before expenses, to the Selling Stockholders

$



$  
   
        Goldman, Sachs & Co.

J.P. Morgan

Citi   Co-Managers
  Wells Fargo Securities

Simmons &
    CompanyInternational

Tudor, Pickering, Holt & Co.




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##### Table of Contents










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##### 



TABLE OF
    CONTENTS
   
 
 PageProspectusProspectus Summary


1Risk Factors


14Cautionary Note Regarding Forward-Looking
    Statements


27Use of Proceeds


28Dividend Policy


28Capitalization


29Dilution


30Selected Consolidated Financial Data


31Managements Discussion and Analysis of
    Financial Condition and Results of Operations


33Business


51Management


66Executive Compensation and Other Information


75Security Ownership of Certain Beneficial Owners
    and Management


87Certain Relationships and Related Party
    Transactions


90Selling Stockholders


95Description of Capital Stock


98Shares Eligible for Future Sale


102Certain U.S. Federal Income Tax Considerations
    For
    Non-United
    States Holders


105Underwriting (Conflicts of Interest)


108Legal Matters


113Experts


113Change in Accountants


113Where You Can Find More Information


113Index To Financial Statements


F-1EX-1.1EX-5.1EX-10.19EX-23.1  
             Industry and
    Market Data
   i




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##### Table of Contents



PROSPECTUS
    SUMMARY  This summary provides a brief overview of information
    contained elsewhere in this prospectus. Because it is
    abbreviated, this summary does not contain all of the
    information that you should consider before investing in our
    common stock. You should read the entire prospectus carefully
    before making an investment decision, including the information
    presented under the headings Risk Factors beginning
    on page 14 of this prospectus, Cautionary Note
    Regarding Forward-Looking Statements on page 27 of
    this prospectus, Managements Discussion and Analysis
    of Financial Condition and Results of Operations beginning
    on page 33 of this prospectus and the historical
    consolidated financial statements and related notes thereto
    included elsewhere in this prospectus. Unless indicated
    otherwise, information presented in this prospectus assumes that
    the underwriters option to purchase additional shares of
    common stock is not exercised.
  In this prospectus, unless the context otherwise requires,
    the terms C&J, we, us,
    our, and our company refer to C&J
    Energy Services, Inc. and its subsidiaries C&J Spec-Rent
    Services, Inc., or Spec-Rent, and Total E&S, Inc., or
    Total.
  Our
    Company
  Overview
 1




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##### Table of Contents



Our
    Services
    Hydraulic Fracturing.
  Coiled Tubing.
  Pressure Pumping.
  How We Generate
    Our Revenues
 2




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##### Table of Contents




    monthly payments for the committed hydraulic fracturing fleets
    under term contracts as well as prevailing market rates for spot
    market work, together with associated charges or handling fees
    for chemicals and proppants that are consumed during the
    fracturing process; and
    prevailing market rates for coiled tubing, pressure pumping and
    other related well stimulation services, together with
    associated charges for stimulation fluids, nitrogen and coiled
    tubing materials.  Hydraulic Fracturing.
      Coiled Tubing and Pressure Pumping. set-up
 3




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##### Table of Contents



Industry Overview
    and Trends Impacting Our Business
  Ongoing Development of Existing and Emerging
    Unconventional Resource Basins.
 
  Increased Horizontal Drilling and Greater Service
    Intensity in Unconventional Basins.
 
  Increased Demand for Expertise to Execute Complex
    Completions.
  High Levels of Asset Utilization and Constrained Supply
    Growth.
  The Spread of Unconventional Drilling and Completion
    Techniques to the Redevelopment of Conventional
    Fields.
 4




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##### Table of Contents



Our Competitive
    Strengths
  Operational Expertise in Service-Intensive
    Basins.
  High-Quality Service. well-by-well
 
  Visible Revenue Growth. mid-2014,
 
 
  Modern, High-Specification
    Equipment.
 5




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Strong Record of Operating Safety.
  Experienced Management.
  Our
    Strategies
  Capitalize on Growth in Development of Shale and Other
    Resource Plays.
  Leverage Customer Relationships to Geographically
    Expand.
  Pursue Additional Term Hydraulic Fracturing
    Contracts.
 6




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##### Table of Contents



Maintain Flexibility to Pursue Spot Market
    Work.
  Recent
    Developments
 
  Preliminary Results for Second Quarter Ended June 30,
    2011.
 
   
  Acquisition of Total E&S, Inc.
 7




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Corporate
    Information
 
  (713) 260-9900.
 8




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The
    Offering
 
  Common stock offered by C&J Energy Services, Inc.
    
    4,750,000 shares 
 
  Common stock offered by the Selling Stockholders
    
    6,750,000 shares (1,725,000 additional shares if the
    underwriters option to purchase additional shares is
    exercised in full) 
 
  Common stock to be outstanding after this offering(1)
    
    52,336,574 shares 
 
  Common stock owned by Selling Stockholders after this offering
    
    10,040,524 shares (8,315,524 shares if the
    underwriters option to purchase additional shares is
    exercised in full) 
 
  Use of Proceeds
    
    We expect to receive approximately $114.1 million of net
    proceeds from the sale of the common stock offered by us in this
    offering, based upon an assumed initial public offering price of
    $26.50 per share (the midpoint of the price range set forth on
    the cover page of this prospectus), after deducting underwriting
    discounts and commissions and estimated offering expenses. Each
    $1.00 increase (decrease) in the initial public offering price
    would increase (decrease) our net proceeds by approximately
    $4.4 million. 
 
  We intend to use the net proceeds we receive from this offering
    to repay all outstanding indebtedness under our credit facility,
    approximately $105.0 million of which was outstanding on
    June 30, 2011, and we intend to use any remaining net
    proceeds to partially fund the purchase price of our on-order
    hydraulic fracturing fleets. We will not receive any proceeds
    from the sale of shares by the selling stockholders, including
    pursuant to the underwriters option to purchase additional
    shares. Affiliates of certain of the underwriters are lenders
    under our credit facility and, accordingly, will receive a
    portion of the proceeds from this offering. Please read
    Use of Proceeds on page 28 of this prospectus. 
  Dividend Policy
    
    We do not anticipate paying cash dividends on shares of our
    common stock for the foreseeable future. In addition, our credit
    facility contains restrictions on the payment of dividends to
    holders of our common stock.Risk Factors
    
    Investing in our common stock involves a high degree of risk.
    For a discussion of factors you should consider before making an
    investment, please read Risk Factors beginning on
    page 14 of this prospectus.
 9




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##### Table of Contents



New York Stock Exchange Symbol
    
    CJES 
 
  Conflicts of Interest
    
    Because affiliates of Citigroup Global Markets Inc. will receive
    more than 5% of the net proceeds of this offering, such
    underwriter may be deemed to have a conflict of
    interest with us under Rule 5121 of the Financial
    Industry Regulatory Authority (FINRA). When a FINRA
    member with a conflict of interest participates in a public
    offering, that rule requires (subject to certain exceptions that
    are not applicable here) that the initial public offering price
    may be no higher than that recommended by a qualified
    independent underwriter, as defined in Rule 5121 of
    FINRA. In accordance with this rule, Goldman, Sachs & Co.
    has assumed the responsibilities of acting as a qualified
    independent underwriter. Please read Underwriting
    (Conflicts of Interest) beginning on page 108 of this
    prospectus. 
  Risk
    Factors
    Risks Relating
    to Our Business
  
    Our business depends on the oil and natural gas industry and
    particularly on the level of exploration, development and
    production of oil and natural gas in the United States. Our
    markets may be adversely affected by industry conditions that
    are beyond our control.
    Because the oil and gas industry is cyclical, our operating
    results may fluctuate.
    Delays in delivery of our new fracturing fleets or future orders
    of specialized equipment from suppliers could harm our business,
    results of operations and financial condition.
    Delays in deliveries of key raw materials or increases in the
    cost of key raw materials could harm our business, results of
    operations and financial condition.
    There is potential for excess capacity in our industry.
    Federal legislation and state legislative and regulatory
    initiatives relating to hydraulic fracturing could result in
    increased costs and additional operating restrictions or delays
    as well as adversely affect our support services.
    We participate in a capital-intensive industry. We may not be
    able to finance future growth of our operations or future
    acquisitions.  Risks Related
    to This Offering and Our Common Stock
  
    The initial public offering price of our common stock may not be
    indicative of the market price of our common stock after this
    offering. In addition, an active liquid trading market for our
    common stock may not develop and our stock price may be volatile. 
  
    Purchasers of common stock in this offering will experience
    immediate and substantial dilution of $22.88 per share. 
  
    Subject to certain limitations, our existing stockholders may
    sell common stock in the public markets, which could have an
    adverse impact on the trading price of our common stock.
    Provisions in our organizational documents and under Delaware
    law could delay or prevent a change in control of our company,
    which could adversely affect the price of our common stock.
 10




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Summary
    Consolidated Financial Data
      Year Ended December 31,


Three Months Ended March 31,2010


2009


2008


2011


2010(In thousands, except per share data)UnauditedStatement of Operations Data:Revenue

$
244,157


$
67,030


$
62,441


$
127,204


$
32,636Cost of sales


154,297



54,242



42,401



70,048



23,176Gross profit


89,860



12,788



20,040



57,156



9,460Selling, general and administrative expenses


17,998



9,533



8,950



8,825



2,867Loss (gain) on sale/disposal of assets


1,571



920



397



(90
)


(16
)Operating income


70,291



2,335



10,693



48,421



6,609Other income (expense):Interest income


9



4



5



1



Interest expense


(17,350
)


(4,712
)


(6,913
)


(1,959
)


(2,998
)Lender fees


(322
)


(391
)


(511
)


(25
)


(53
)Other income


163











13



102Other expense


(150
)


(52
)


(68
)






(1
)Total other expenses


(17,650
)


(5,151
)


(7,487
)


(1,970
)


(2,950
)Income (loss) before income taxes


52,641



(2,816
)


3,206



46,451



3,659Provision (benefit) for income taxes


20,369



(386
)


2,085



17,366



1,416Net income (loss)

$
32,272


$
(2,430
)

$
1,121


$
29,085


$
2,243Basic income (loss) per share

$
0.70


$
(0.05
)

$
0.02


$
0.61


$
0.05Diluted income (loss) per share

$
0.67


$
(0.05
)

$
0.02


$
0.60


$
0.05Other Supplementary Data:Adjusted EBITDA(1)

$
82,606


$
13,083


$
19,927


$
51,934


$
9,111Capital expenditures


44,473



4,301



21,526



29,784



2,515Balance Sheet Data (as of end of period):Cash and cash equivalents

$
2,817


$
1,178


$
109


$
2,056Net working capital(2)


24,747



2,936



6,503



52,307Property, plant and equipment, net


88,395



65,404



71,441



117,277Total assets


226,088



150,231



155,212



285,358    (1)
    
    EBITDA and Adjusted EBITDA are non-GAAP financial measures, and
    when analyzing our operating performance, investors should use
    EBITDA and Adjusted EBITDA in addition to, and not as an
    alternative for, operating income and net (loss) income (each as
    determined in accordance
 11




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with GAAP). We use EBITDA and Adjusted EBITDA as supplemental
    financial measures. EBITDA is defined as net income (loss)
    before interest expense (net), income taxes and depreciation and
    amortization. Adjusted EBITDA is EBITDA further adjusted for
    certain other items which are not indicative of future
    performance or cash flow, including lender fees, other
    non-operating expenses and loss on sale/disposal of property,
    plant and equipment. We believe Adjusted EBITDA is a useful
    supplemental indicator of our performance.  EBITDA and Adjusted EBITDA, as used and defined by us, may not
    be comparable to similarly titled measures employed by other
    companies and are not measures of performance calculated in
    accordance with GAAP. There are significant limitations to using
    EBITDA and Adjusted EBITDA as measures of performance, including
    the inability to analyze the effect of certain recurring and
    non-recurring items that materially affect our net income or
    loss, the lack of comparability of results of operations of
    different companies and the different methods of calculating
    EBITDA and Adjusted EBITDA reported by different companies, and
    should not be considered in isolation or as substitutes for
    analysis of our results as reported under GAAP.For example, EBITDA does not reflect: cash expenditures or future requirements for capital
    expenditures or contractual commitments, changes in, or cash
    requirements for, working capital needs; interest expense or the cash requirements necessary
    to service interest or principal payments on debt; and any cash requirements for assets being depreciated
    and amortized that may have to be replaced in the future.EBITDA and Adjusted EBITDA do not represent funds available for
    discretionary use because those funds are required for debt
    service, capital expenditures, working capital and other
    commitments and obligations. However, our management team
    believes EBITDA and Adjusted EBITDA are useful to an investor in
    evaluating us because these measures: are widely used by investors in our industry to
    measure a companys operating performance without regard to
    items excluded from the calculation of such terms, which can
    vary substantially from company to company depending upon
    accounting methods and book value of assets, capital structure
    and the method by which assets were acquired, among other
    factors; help investors to more meaningfully evaluate and
    compare the results of our operations from period to period by
    removing the effect of our capital structure from our operating
    structure, which is useful for trending, analyzing and
    benchmarking the performance and value of our business; and are used by our management team for various other
    purposes in presentations to our board as bases for strategic
    planning and forecasting and is an important measure in our
    incentive compensation plans.(2)
    
    Consists of (a) current assets less cash and cash
    equivalents minus (b) current liabilities less current
    portion of debt.
 12




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Reconciliation of
    Non-GAAP Financial Measures
  The following table sets forth the reconciliation of our net
    income (loss) to EBITDA and Adjusted EBITDA for the periods
    indicated:  Year Ended December 31,


Three Months Ended March 31,2010


2009


2008


2011


2010(In thousands)UnauditedNet income (loss)

$
32,272


$
(2,430
)

$
1,121


$
29,085


$
2,243Interest expense, net


17,341



4,708



6,909



1,958



2,998Provision (benefit) for income taxes


20,369



(386
)


2,085



17,366



1,416Depreciation and amortization


10,744



9,828



8,836



3,603



2,517EBITDA

$
80,726


$
11,720


$
18,951


$
52,012


$
9,174Adjustments to EBITDA:Lender fees


322



391



511



25



53Other (income) expense(1)


(13
)


52



68



(13
)


(100
)Loss (gain) on sale/disposition of property, plant &
    equipment


1,571



920



397



(90
)


(16
)Adjusted EBITDA

$
82,606


$
13,083


$
19,927


$
51,934


$
9,111    (1)
    
    Consists of state franchise taxes and other non-operating
    expenses.
 13




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##### Table of Contents



RISK
    FACTORS  You should carefully consider each of the following risk
    factors and all of the other information set forth in this
    prospectus before deciding to invest in our common stock. The
    risks and uncertainties described below are not the only ones we
    face. If any of the following risks actually occur, our
    business, financial condition and results of operations could be
    harmed and we may not be able to achieve our goals. If that
    occurs, the value of our common stock could decline and you
    could lose some or all of your investment.
  Risks Relating to
    Our Business
  Our business
    depends on the oil and natural gas industry and particularly on
    the level of exploration, development and production of oil and
    natural gas in the United States. Our markets may be adversely
    affected by industry conditions that are beyond our
    control.
    
    the supply of and demand for oil and natural gas, including
    current natural gas storage capacity and usage;
    the prices, and expectations about future prices, of oil and
    natural gas;
    the supply of and demand for hydraulic fracturing and other well
    service equipment in the United States;
    the cost of exploring for, developing, producing and delivering
    oil and natural gas;
    public pressure on, and legislative and regulatory interest
    within, federal, state and local governments to stop,
    significantly limit or regulate hydraulic fracturing activities;
    the expected rates of decline of current oil and natural gas
    production;
    lead times associated with acquiring equipment and products and
    availability of personnel;
    regulation of drilling activity;
    the discovery rates of new oil and natural gas reserves;
    available pipeline and other transportation capacity;
    weather conditions, including hurricanes that can affect oil and
    natural gas operations over a wide area;
    political instability in oil and natural gas producing countries;
    domestic and worldwide economic conditions;
    technical advances affecting energy consumption;
    the price and availability of alternative fuels; and
    merger and divestiture activity among oil and natural gas
    producers. 
   
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The
    cyclicality of the oil and natural gas industry in the United
    States may cause our operating results to
    fluctuate.
    There is
    potential for excess capacity in our industry, which could
    adversely affect our business and operating
    results.
    Our inability
    to acquire or delays in the delivery of our new fracturing
    fleets or future orders of specialized equipment from suppliers
    could harm our business, results of operations and financial
    condition.
    Delays in
    deliveries of key raw materials or increases in the cost of key
    raw materials could harm our business, results of operations and
    financial condition.
   15




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Federal
    legislation and state legislative and regulatory initiatives
    relating to hydraulic fracturing could result in increased costs
    and additional operating restrictions or delays as well as
    adversely affect our support services.
        Our executive
    officers and certain key personnel are critical to our business
    and these officers and key personnel may not remain with us in
    the future.
   16




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Reliance upon
    a few large customers may adversely affect our revenues and
    operating results.
    We may not be
    able to renew our term contracts on attractive terms or at all,
    which could adversely impact our results of operations,
    financial condition and cash flows.
 
   
  We are
    vulnerable to the potential difficulties associated with rapid
    growth, acquisitions and expansion.
    
    lack of sufficient executive-level personnel;
    increased administrative burden;
    long lead times associated with acquiring additional equipment,
    including potential delays with respect to our four on-order
    fracturing fleets; and
    ability to maintain the level of focused service attention that
    we have historically been able to provide to our customers.   17




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We may be
    unable to employ a sufficient number of skilled and qualified
    workers.
    Our operations
    are subject to hazards inherent in the energy services
    industry.
      We participate
    in a capital-intensive industry. We may not be able to finance
    future growth of our operations or future
    acquisitions.
    Our industry
    is highly competitive and we may not be able to provide services
    that meet the specific needs of oil and natural gas exploration
    and production companies at competitive prices.
   18




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Covenants in
    our debt agreement restrict our business in many
    ways.
        Energy
    Spectrum and Citigroup/Stepstone will continue to have
    significant influence over us, including influence over
    decisions that require stockholder approval, which could limit
    your ability to influence the outcome of key transactions,
    including a change in control.
 
   
   19




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Failure to
    establish and maintain effective internal control over financial
    reporting could have a material adverse effect on our business,
    operating results and the trading price of our common
    stock.
      Weather
    conditions could materially impair our business.
    
    curtailment of services;
    weather-related damage to facilities and equipment, resulting in
    suspension of operations;
    inability to deliver equipment, personnel and products to job
    sites in accordance with contract schedules;
    increase in the price of insurance; and
    loss of productivity.   20




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Climate change
    legislation or regulations restricting emissions of greenhouse
    gases could result in increased operating costs and reduced
    demand for our services.
    and/or
    We are subject
    to extensive and costly environmental, health and safety laws,
    rules and regulations that may require us to take actions that
    will adversely affect our results of operations.
   21




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##### Table of Contents




    issuance of administrative, civil and criminal penalties;
    modification, denial or revocation of permits or other
    authorizations;
    imposition of limitations on our operations; and
    performance of site investigatory, remedial or other corrective
    actions.    More stringent
    trucking regulations may increase our costs and negatively
    impact our results of operations.
        New technology
    may hurt our competitive position.
   22




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Our senior
    executive officers and several of our directors may not be able
    to organize and effectively manage a publicly traded company,
    which could adversely affect our business, financial condition
    and results of operations.
    Risks Related to
    this Offering and Our Common Stock
  The initial
    public offering price of our common stock may not be indicative
    of the market price of our common stock after this offering. In
    addition, an active liquid trading market for our common stock
    may not develop and our stock price may be
    volatile.
  over-the-counter
    
    changes in our funds from operations and earnings estimates;
    publication of research reports about us or the energy services
    industry;
    increase in market interest rates, which may increase our cost
    of capital;
    changes in market valuations of similar companies;
    adverse market reaction to any increased indebtedness we may
    incur in the future;
    additions or departures of key management personnel;
    actions by our stockholders;
    speculation in the press or investment community;
    a large volume of sellers of our common stock pursuant to our
    resale registration statement with a relatively small volume of
    purchasers; or
    general market and economic conditions. 23




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##### Table of Contents



Purchasers of
    common stock in this offering will experience immediate and
    substantial dilution of $22.88 per share.
 
 
   
  We do not
    anticipate paying any dividends on our common stock in the
    foreseeable future.
    We will incur
    increased costs as a result of being a public
    company.
    
    institute a more comprehensive compliance function;
    design, establish, evaluate and maintain a system of internal
    controls over financial reporting in compliance with the
    requirements of Section 404 of the Sarbanes-Oxley Act of
    2002 and the related rules and regulations of the SEC and the
    Public Company Accounting Oversight Board, or PCAOB;
    comply with rules promulgated by the NYSE;
    prepare and distribute periodic public reports in compliance
    with our obligations under the federal securities laws;
    establish new internal policies, such as those relating to
    disclosure controls and procedures and insider trading;
    involve and retain to a greater degree outside counsel and
    accountants in the above activities; and
    establish an investor relations function. 24




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##### Table of Contents



Future
    issuances by us of common stock or convertible securities could
    lower our stock price and dilute your ownership in
    us.
 
   
  Subject to
    certain limitations, our existing stockholders may sell common
    stock in the public markets, which could have an adverse impact
    on the trading price of our common stock.
 
  lock-up
 
 
   
   25




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##### Table of Contents



The
    underwriters of this offering may waive or release parties to
    the lock-up agreements entered into in connection with this
    offering, which could adversely affect the price of our common
    stock.
  lock-up lock-up lock-up
  Provisions in
    our organizational documents and under Delaware law could delay
    or prevent a change in control of our company, which could
    adversely affect the price of our common stock.
 
   
  Future
    offerings of debt securities and preferred stock, which would
    rank senior to our common stock upon liquidation, may adversely
    affect the market value of common stock.
   26




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##### Table of Contents



CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS    
    a sustained decrease in domestic spending by the oil and natural
    gas exploration and production industry;
    a decline in or substantial volatility of crude oil and natural
    gas commodity prices;
    delay in or failure of delivery of our new fracturing fleets or
    future orders of specialized equipment;
    the loss of or interruption in operations of one or more key
    suppliers;
    overcapacity and competition in our industry;
    the incurrence of significant costs and liabilities in the
    future resulting from our failure to comply, or our compliance
    with, new or existing environmental regulations or an accidental
    release of hazardous substances into the environment;
    the loss of, or inability to attract new, key management
    personnel;
    the loss of, or failure to pay amounts when due by, one or more
    significant customers;
    unanticipated costs, delays and other difficulties in executing
    our long-term growth strategy;
    a shortage of qualified workers;
    operating hazards inherent in our industry;
    accidental damage to or malfunction of equipment;
    an increase in interest rates;
    the potential inability to comply with the financial and other
    covenants in our debt agreements as a result of reduced revenues
    and financial performance or our inability to raise sufficient
    funds through assets sales or equity issuances should we need to
    raise funds through such methods;
    the continued influence of our Sponsors;
    the potential failure to establish and maintain effective
    internal control over financial reporting; and
    our inability to operate effectively as a publicly traded
    company. 27




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##### Table of Contents



USE OF
    PROCEEDS   
 
   
    
 Sources of Cash (In millions)


Uses of Cash (In millions)Net proceeds to us from this offering

$
114.1


Repayment of borrowings under our credit facility

$
105.0Partial payment of our on-order hydraulic fracturing fleets


9.1Total

$
114.1


Total

$
114.1  
 
   
 
   
 
   
  DIVIDEND
    POLICY   28




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##### Table of Contents



CAPITALIZATION    
    on an actual basis;
    as adjusted to give effect to borrowings under our new senior
    secured credit facility to: (i) repay borrowings under our
    previous revolving credit facility and subordinated term loan on
    April 19, 2011 and (ii) fund $25.0 million of the
    purchase price of our acquisition of Total; and
    as further adjusted to give effect to this offering and the
    application of net proceeds as described in Use of
    Proceeds on page 28 of this prospectus.    
 March 31, 2011As FurtherActual


As Adjusted


Adjusted(In thousands, except per share data)Cash and cash equivalents

$
2,056


$
1,922


$
1,922Long-term debt, including current maturities:Five-year $200 million credit facility

$



$
107,100
(1)

$
Three-year revolving credit facility


54,067







Subordinated term loan


25,000







Total long-term debt


79,067



107,100



Stockholders equity:Preferred stock  par value $0.01 per share,
    20,000,000 shares authorized, no shares issued and
    outstanding










Common stock  par value $0.01 per share,
    100,000,000 shares authorized, 47,499,074 shares
    issued and outstanding, actual and as adjusted,
    52,249,074 shares issued and outstanding as further
    adjusted(2)


475



475



523Additional paid-in capital


80,420



80,420



194,436Retained earnings


59,768



52,163
(3)


52,163Total stockholders equity


140,663



133,058



247,122Total capitalization

$
219,730


$
240,158


$
247,122  
   
 (1)
    
    As of June 30, 2011,
    approximately $105.0 million was drawn under our credit
    facility, leaving approximately $95.0 million available for
    borrowing. 
 
  (2)
    
    The number of outstanding shares as
    of March 31, 2011 excludes (i) 5,716,589 shares
    of common stock issuable upon exercise of options to be
    outstanding immediately after this offering, 1,925,653 of which
    are exercisable, and (ii) an aggregate of approximately
    1,890,618 shares of common stock reserved and then
    available for future issuance under the 2010 Plan. For
    additional information regarding the 2010 Plan, please read
    Executive Compensation and Other Information 
    Components of Executive Compensation Program  Stock
    Options on page 79 of this prospectus. 
  (3)
    
    As part of the termination of our
    previous subordinated term loan on April 19, 2011, we paid early
    termination penalties totaling $4.7 million. In addition,
    we were required to write-off $2.9 million of unamortized
    debt issuance costs in connection with the termination of our
    previous revolving credit facility and our subordinated term
    loan. We recognized these costs in interest expense on an as
    adjusted basis, reducing retained earnings. 29




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##### Table of Contents



DILUTION   
  
 Assumed initial public offering price per share





$
26.50Net tangible book value per share as of March 31, 2011

$
1.58Increase per share attributable to new investors in this offering

$
2.04As adjusted net tangible book value per share after this offering





$
3.62Dilution per share to new investors in this offering





$
22.88  
 
   
  
 AverageShares Acquired

Total Consideration

Price perNumber

Percent

Amount

Percent

Share(Dollars inthousands)Existing stockholders(1)


53,215,663



92
%

$
118,431



48
%

$
2.23New investors(2)


4,750,000



8



125,875



52



26.50Total


57,965,663



100
%

$
244,306



100
%

$
4.21  
   
 (1)
    
    The number of shares disclosed for the existing stockholders
    includes 6,750,000 shares being sold by the selling
    stockholders in this offering as well as 5,716,589 shares
    underlying vested and unvested outstanding options. Exercise of
    these options, which have a price less than the initial offering
    price, will result in additional dilution of net tangible book
    value per share to new investors. 
 
  (2)
    
    The number of shares disclosed for the new investors does not
    include the 6,750,000 shares being purchased by the new
    investors from the selling stockholders in this offering. 
 
   
 30




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##### Table of Contents



SELECTED
    CONSOLIDATED FINANCIAL DATA      Period from


Period fromOctober 17,


January 1,2006


2006 to(Inception Date)


October 16,


Three Months EndedYear Ended December 31,


to December 31,


2006


March 31,2010


2009


2008


2007


2006


(Predecessor)1


2011


2010(In thousands except per share amounts)(Unaudited)Statement of Operations Data:Revenue

$
244,157


$
67,030


$
62,441


$
28,022


$
6,677


$
22,088


$
127,204


$
32,636Cost of sales


154,297



54,242



42,401



14,227



2,504



7,226



70,048



23,176Gross profit


89,860



12,788



20,040



13,795



4,173



14,862



57,156



9,460Selling, general and administrative expenses


17,998



9,533



8,950



7,427



2,283



4,691



8,825



2,867Loss (gain) on sale/disposal of assets


1,571



920



397



129



96



29



(90
)


(16
)Operating income


70,291



2,335



10,693



6,239



1,794



10,142



48,421



6,609Other income (expense):Interest income


9



4



5



50



15



81



1



Interest expense


(17,350
)


(4,712
)


(6,913
)


(5,786
)


(1,055
)


(2,742
)


(1,959
)


(2,998
)Lender fees


(322
)


(391
)


(511
)


(341
)


(114
)






(25
)


(53
)Other income


163















1



18



13



102Other expense


(150
)


(52
)


(68
)


(17
)














(1
)Total other expenses


(17,650
)


(5,151
)


(7,487
)


(6,094
)


(1,153
)


(2,643
)


(1,970
)


(2,950
)Income (loss) before income taxes


52,641



(2,816
)


3,206



145



641



7,499



46,451



3,659Provision (benefit) for income taxes


20,369



(386
)


2,085



868



199



2,999



17,366



1,416Net income (loss)

$
32,272


$
(2,430
)

$
1,121


$
(723
)

$
442


$
4,500


$
29,085


$
2,243Basic net income (loss) per share

$
0.70


$
(0.05
)

$
0.02


$
(0.02
)

$
0.01


$
0.04


$
0.61


$
0.05Diluted net income (loss) per share

$
0.67


$
(0.05
)

$
0.02


$
(0.02
)

$
0.01


$
0.04


$
0.60


$
0.05   31




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##### Table of Contents



Period from


Period fromOctober 17,


January 1,2006


2006 to(Inception Date)


October 16,


Three Months EndedYear Ended December 31,


to December 31,


2006


March 31,2010


2009


2008


2007


2006


(Predecessor)1


2011


2010(In thousands)(Unaudited)Statement of Cash Flows Data:Capital expenditures

$
44,473


$
4,301


$
21,526


$
30,152


$
9,282


$
11,360


$
29,784


$
2,515Cash flow provided by (used in):Operating activities


44,723



12,056



8,611



8,377



855



6,240



19,716



3,086Investing activities


(43,818
)


(4,254
)


(20,673
)


(30,054
)


(108,760
)


(7,538
)


(27,442
)


(2,490
)Financing activities


734



(6,733
)


11,921



21,305



106,700



1,000



6,965



(1,640
)   As ofAs of


October 16,


As ofAs of December 31,


December 31,


2006


March 31,2010


2009


2008


2007


2006


(Predecessor)1


2011(In thousands)(Unaudited)Balance Sheet Data:Cash and cash equivalents

$
2,817


$
1,178


$
109


$
250


$
622


$
1,827


$
2,056Accounts receivable, net


44,354



12,668



13,362



4,409



5,557



4,842



71,769Inventories, net


8,182



2,463



861



581



440



450



14,459Property, plant and equipment, net


88,395



65,404



71,441



57,991



31,593



22,999



117,277Total assets


226,088



150,231



155,212



133,711



111,467



56,455



285,358Accounts payable


13,084



10,598



6,519



1,705



690



773



26,652Long-term debt and capital lease obligations, excluding current
    portion


44,817



60,668



25,041



56,773



51,700



28,755



49,067Total stockholders equity


109,446



65,799



68,099



66,797



56,265



24,173



140,663    (1)
    
    The statement of operations and
    statement of cash flows data for the period from January 1,
    2006 through October 16, 2006, and the balance sheet data
    as of October 16, 2006, are the statement of operations and
    statement of cash flows of our predecessor company, C&J
    Spec-Rent Services, Inc. 32




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The following discussion and analysis of our financial
    condition and results of operations should be read in
    conjunction with Selected Consolidated Financial
    Data beginning on page 31 of this prospectus and our
    financial statements and related notes appearing elsewhere in
    this prospectus. This discussion contains forward-looking
    statements based on our current expectations, estimates and
    projections about our operations and the industry in which we
    operate. Our actual results may differ materially from those
    anticipated in these forward-looking statements as a result of a
    variety of risks and uncertainties, including those described in
    this prospectus under Cautionary Note Regarding
    Forward-Looking Statements on page 27 of this
    prospectus and Risk Factors beginning on
    page 14 of this prospectus. We assume no obligation to
    update any of these forward-looking statements.
  Overview
    How We Generate
    Our Revenues
   
   
    
    monthly payments for the committed hydraulic fracturing fleets
    under term contracts as well as prevailing market rates for spot
    market work, together with associated charges or handling fees
    for chemicals and proppants that are consumed during the
    fracturing process; and
    prevailing market rates for coiled tubing, pressure pumping and
    other related well stimulation services, together with
    associated charges for stimulation fluids, nitrogen and coiled
    tubing materials.  Hydraulic Fracturing.
 33




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##### Table of Contents




    mandatory monthly payments for a specified minimum number of
    hours of service per month;
    pre-agreed amounts for each hour of service in excess of the
    contracted minimum number of hours of service per month; and
    pre-agreed service charges for chemicals and proppant materials
    that are consumed during the fracturing process.  customer-to-customer month-to-month
    Coiled Tubing and Pressure Pumping. set-up
 34




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##### Table of Contents



How We Manage
    Costs and Maintain Our Equipment
      How We Manage Our
    Operations
    Asset Utilization.
  Equipment Maintenance
    Performance.
  Customer Satisfaction.
  Safety Performance.
 35




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##### Table of Contents



Our
    Challenges
    Equipment Supply.
  Hydraulic Fracturing
    Legislation.
    Financing Future Growth.
 36




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##### Table of Contents



Outlook
    
    increased drilling in unconventional resource basins,
    particularly liquids-rich formations, through the application of
    horizontal drilling and completion technologies;
    improved drilling efficiencies increasing the number of
    horizontal feet per day requiring completion services;
    an increase in hydraulic fracturing intensity, particularly with
    increasingly longer laterals and a greater number of fracturing
    stages, in more demanding and technically complex
    formations; and
    tight supply of hydraulic fracturing equipment resulting from
    increased attrition of existing equipment and supply chain
    constraints.  Results of
    Operations
   
   
 37




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##### Table of Contents



Results for
    the Three Months Ended March 31, 2011 Compared to the Three
    Months Ended March 31, 2010
    Three Months Ended March 31,2011


2010


$ Change(unaudited)Revenue

$
127,204


$
32,636


$
94,568Cost of sales


70,048



23,176



46,872Gross profit


57,156



9,460



47,696Selling, general and administrative expenses


8,825



2,867



5,958Loss on sale/disposal of assets


(90
)


(16
)


(74
)Operating income


48,421



6,609



41,812Other income and expenses:Interest income


1







1Interest expense


(1,959
)


(2,998
)


1,039Lender fees


(25
)


(53
)


28Other income


13



102



(89
)Other expense






(1
)


1Total other expenses


(1,970
)


(2,950
)


980Income (loss) before income taxes


46,451



3,659



42,792Provision (benefit) for income taxes


17,366



1,416



15,950Net (loss) income

$
29,085


$
2,243


$
26,842   Revenue
    Cost of
    Sales
    Selling, General
    and Administrative Expenses (SG&A)
   38




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##### Table of Contents



Interest
    Expense
    Income
    Taxes
    Results for
    the Year Ended December 31, 2010 Compared to the Year Ended
    December 31, 2009
    Year Ended December 31,2010


2009


$ ChangeRevenue

$
244,157


$
67,030


$
177,127Cost of sales


154,297



54,242



100,055Gross profit


89,860



12,788



77,072Selling, general and administrative expenses


17,998



9,533



8,465Loss on sale/disposal of assets


1,571



920



651Operating income


70,291



2,335



67,956Other income and expenses:Interest income


9



4



5Interest expense


(17,350
)


(4,712
)


(12,638
)Lender fees


(322
)


(391
)


69Other income


163







163Other expense


(150
)


(52
)


(98
)Total other expenses


(17,650
)


(5,151
)


(12,499
)Income (loss) before income taxes


52,641



(2,816
)


55,457Provision (benefit) for income taxes


20,369



(386
)


20,755Net income (loss)

$
32,272


$
(2,430
)

$
34,702   Revenue
   39




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##### Table of Contents



Cost of
    Sales
    Selling, General
    and Administrative Expenses (SG&A)
    Interest
    Expense
    Income
    Taxes
    Results for
    the Year Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008
    Year Ended December 31,2009


2008


$ ChangeRevenue

$
67,030


$
62,441


$
4,589Cost of sales


54,242



42,401



11,841Gross profit


12,788



20,040



(7,252
)Selling, general and administrative expenses


9,533



8,950



583Loss on sale/disposal of assets


920



397



523Operating income


2,335



10,693



(8,358
)Other income and expenses:Interest income


4



5



(1
)Interest expense


(4,712
)


(6,913
)


2,201Lender fees


(391
)


(511
)


120Other (expense) income


(52
)


(68
)


16Total other expenses


(5,151
)


(7,487
)


2,336Net (loss) income before (benefit) provision for income taxes


(2,816
)


3,206



(6,022
)(Benefit) provision for income taxes


(386
)


2,085



(2,471
)Net (loss) income

$
(2,430
)

$
1,121


$
(3,551
)  40




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##### Table of Contents



Revenue
    Cost of
    Sales
    Selling, General
    and Administrative Expenses (SG&A)
    Interest
    Expense
    Income
    Taxes
  book-to-tax
  Liquidity and
    Capital Resources
   41




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##### Table of Contents



Capital
    Requirements
    
    growth capital expenditures, such as those to acquire additional
    equipment and other assets or upgrade existing equipment to grow
    our business; and
    maintenance capital expenditures, which are capital expenditures
    made to extend the useful life of partially or fully depreciated
    assets.   42




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##### Table of Contents



Financial
    Condition and Cash Flows
    Three Months EndedYears Ended December 31,


March 31,2010


2009


2008


2011


2010(unaudited)Cash flows provided by (used in):Operating activities

$
44,723


$
12,056


$
8,611


$
19,716


$
3,086Investing activities


(43,818
)


(4,254
)


(20,673
)


(27,442
)


(2,490
)Financing activities


734



(6,733
)


11,921



6,965



(1,640
)Change in cash and cash equivalents

$
1,639


$
1,069


$
(141
)

$
(761
)

$
(1,044
)   Cash Provided by
    Operating Activities
    Cash Flows Used
    in Investing Activities
   43




---



##### Table of Contents



Cash Flows
    Provided by (Used in) Financing Activities
    Contractual
    Obligations
    Less than








AfterContractual Cash
    Obligations

Total


1 Year


1-3 Years


4-5 Years


5 YearsCredit facility(1)(4)

$
49,408


$
28,946


$
20,462


$



$
Subordinated term loan(2)(4)


36,958



3,500



7,000



26,458



Operating leases


19,750



4,722



10,387



3,994



647Hydraulic fracturing fleet purchase obligations(3)


48,763



48,763











Other equipment purchase obligations


2,273



2,273











Total

$
157,152


$
88,204


$
37,849


$
30,452


$
647    (1)
    
    Includes estimated interest under the credit facility, assuming
    an interest rate of 5.0%.(2)
    
    Includes estimated interest under the subordinated term loan,
    assuming an interest rate of 14.0%.(3)
    
    Includes the remaining purchase obligations associated with
    Fleet 3, Fleet 4 and Fleet 5 as of December 31, 2010. 
  (4)
    
    On April 19, 2011, we entered into a new five-year
    $200.0 million senior secured revolving credit agreement
    maturing on April 19, 2016. As of June 30, 2011,
    approximately $105.0 million was drawn under the new
    facility, bearing interest at 2.8%. Our existing senior credit
    facility and subordinated term loan were terminated and all
    amounts outstanding, including accrued and unpaid interest and
    early termination penalties, were paid in full. Please read
      Description of Our Indebtedness below
    for further discussion. 
    Off-Balance Sheet
    Arrangements
   44




---



##### Table of Contents



Description of
    Our Indebtedness
   
  Senior Secured Credit Agreement.
 
 
   
           45




---



##### Table of Contents



Inflation
    Quantitative and
    Qualitative Disclosures About Market Risks
    Interest Rate Risk.
  Concentration of Credit
    Risk.
  Commodity Price Risk.
 46




---



##### Table of Contents



Critical
    Accounting Policies
        Property, Plant and
    Equipment.
  Goodwill, Intangible Assets and
    Amortization.
 47




---



##### Table of Contents



Impairment of Long-Lived Assets.
      Revenue Recognition.
  Hydraulic Fracturing Revenue. agreed-upon
  Coiled Tubing and Pressure Pumping Revenue.
  Materials Consumed While Performing
    Services.
 48




---



##### Table of Contents



Accounts Receivable and Allowance for Doubtful
    Accounts.
  Stock-Based Compensation.
        Income Taxes.
   49




---



##### Table of Contents



Income Taxes
  Recently Adopted
    Accounting Pronouncements
   50




---



##### Table of Contents



BUSINESS  Overview
       
   
   51




---



##### Table of Contents



Industry
    Overview
          
 As ofJuly 15,


As of December 31,2011


2010


2009


2008Horizontal U.S. Rig Count(1)


1,086



947



571



587As a Percentage of Total U.S. Rigs


57.0
%


55.9
%


48.0
%


34.1
%  
   (1)
    
    Estimate of activity as measured by Baker Hughes Incorporated.     52




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##### Table of Contents



Trends Impacting
    Our Business
  Ongoing Development of Existing and Emerging
    Unconventional Resource Basins.
 
  Increased Horizontal Drilling and Greater Service
    Intensity in Unconventional Basins.
 
  Increased Demand for Expertise to Execute Complex
    Completions.
  High Levels of Asset Utilization and Constrained Supply
    Growth.
  The Spread of Unconventional Drilling and Completion
    Techniques to the Redevelopment of Conventional
    Fields.
 53




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##### Table of Contents



Our
    Services
   
  Hydraulic Fracturing.
 
  Coiled Tubing.
  Pressure Pumping.
  Our Competitive
    Strengths
  Operational Expertise in Service-Intensive
    Basins.
 54




---



##### Table of Contents



High-Quality Service.
 
  Visible Revenue Growth.
 
 
  Modern, High-Specification
    Equipment.
 
    Strong Record of Operating Safety.
  Experienced Management.
 55




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Our
    Strategies
  Capitalize on Growth in Development of Shale and Other
    Resource Plays.
  Leverage Customer Relationships to Geographically
    Expand.
  Pursue Additional Term Hydraulic Fracturing
    Contracts.
  Maintain Flexibility to Pursue Spot Market
    Work.
  Sales and
    Marketing
   56




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Customers
    Seasonality
    Competition
        Safety
   57




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Suppliers
    Equipment
 
   
  
    Fleet 1:  consists of 17 pressure pumps
    representing 34,000 horsepower of capacity.
    Fleet 2:  consists of 12 pressure pumps
    representing 24,000 horsepower of capacity.
    Fleet 3:  consists of 21 pressure pumps
    representing 42,000 horsepower of capacity.
    Fleet 4:  consists of 21 pressure pumps
    representing 42,000 horsepower of capacity.
    Fleet 5 (on order):  consists of 15
    pressure pumps representing 30,000 horsepower of capacity.
    Fleet 6 (on order):  consists of 17
    pressure pumps representing 34,000 horsepower of capacity.
    Fleet 7 (on order):  consists of 16
    pressure pumps representing 32,000 horsepower of capacity.
    Fleet 8 (on order):  consists of 16
    pressure pumps representing 32,000 horsepower of capacity.     58




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Principal
    Properties
 
   
  
 Leased or

Expiration ofLocation

Type of Facility

Size

Owned

Lease500 North Shoreline Blvd., Suite 350 Corpus Christi, Texas
    78401

general office space

7,685 square feet of building space

Leased

July 31, 20155604 Medco Drive Marshall, Texas 75672

general office space, warehouse and maintenance center

14 acres, 37,000 square of building space

Land  Leased
    Building  Owned

December 18, 2011214 W. 13th Street Elk City, Oklahoma 73644

general office space, warehouse and repair facility

1.85 acres, 9,000 square feet of building space

Leased

January 14, 20124460 Highway 77 Robstown, Texas 78380

general office space, warehouse and maintenance center

14.6 acres, 61,000 square feet of building space

Owned

4801 Glen Rose Highway
    Granbury,
    Texas 76048

general office space, warehouse and manufacturing and repair
    facility

17,713 acres, 28,445 square feet of building space

Owned

  
    Risk Management
    and Insurance
    
    personal injury or loss of life; 59




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
    damage to, or destruction of property, equipment, the
    environment and wildlife; and
    suspension of operations.       
   
  knock-for-knock knock-for-knock
 
   
 60




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Legal
    Proceedings
    Government
    Regulations
            Environmental
    Matters
  and/or
 61




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62




---



##### Table of Contents



63




---



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and/or
 64




---



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Employees
 
   
  Formation
   65




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MANAGEMENT  Executive
    Officers and Directors
    
    Energy Spectrum is entitled to appoint one director, currently
    Mr. Benson; and
    Citigroup/StepStone
    is entitled to appoint one director, currently Mr. Friedman. 
   
  
 Name

Age

Position with Our
    CompanyJoshua E. Comstock


41


President, Chief Executive Officer and Chairman of the Board of
    DirectorsRandall C. McMullen, Jr.


36


Executive Vice President, Chief Financial Officer, Treasurer and
    DirectorBretton W. Barrier


45


Chief Operating OfficerTheodore R. Moore


33


Vice President  General Counsel and Corporate
    SecretaryBrandon D. Simmons


42


Vice President  Coiled TubingJohn D. Foret


47


Vice President  Coiled TubingWilliam D. Driver


45


Vice President  Hydraulic FracturingJ. P. Pat Winstead


54


Vice President  Sales and MarketingDarren M. Friedman


43


DirectorJames P. Benson


51


DirectorMichael Roemer


52


DirectorH. H. Tripp Wommack, III


55


DirectorC. James Stewart, III


62


Director  
  Joshua E. Comstock
    Randall C. McMullen, Jr.
 66




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##### Table of Contents



Bretton W. Barrier El Paso/Coastal
  Theodore R. Moore
  Brandon D. Simmons
  John D. Foret
  William D. Driver
  J.P. Pat Winstead
  Darren M. Friedman
 67




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James P. Benson
   
  Michael Roemer
 
    H.H. Tripp
    Wommack, III
  and/or
 68




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##### Table of Contents



C. James Stewart III
    Board of
    Directors
  time-to-time
  Board Diversity.
  Board Independence.
  Executive Sessions of Our Board of
    Directors.
  Risk Oversight.
 69




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##### Table of Contents



Committees of the
    Board
    Nominating andCompensation

GovernanceName

Audit Committee

Committee

CommitteeJoshua E. ComstockRandall C. McMullen, Jr.Darren M. Friedman

*

*James P. Benson



*

**Michael Roemer

**

*

*H. H. Tripp Wommack, III

*

**C. James Stewart, III



*

*    *
    
    Member**
    
    Chairman 
   
  Audit Committee.
    
    oversee the quality, integrity and reliability of the financial
    statements and other financial information we provide to any
    governmental body or the public;
    oversee our compliance with legal and regulatory requirements;
    retain our independent registered public accounting firm;
    oversee the qualifications, performance and independence of our
    independent registered public accounting firm;
    oversee the performance of our internal audit function;
    oversee our systems of internal controls regarding finance,
    accounting, legal compliance and ethics that our management and
    board have established;
    provide an open avenue of communication among our independent
    registered public accounting firm, financial and senior
    management, the internal auditing department, and our board,
    always emphasizing that the independent registered public
    accounting firm is accountable to our Audit Committee; and
    perform such other functions as our board may assign to our
    Audit Committee from time to time.   70




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Rule 10A-3
 
  Compensation Committee.
  
    review, evaluate, and approve our agreements, plans, policies,
    and programs to compensate our corporate officers;
    review and discuss with our management the Compensation
    Discussion and Analysis to be included in our proxy statement
    for the annual meeting of stockholders and to determine whether
    to recommend to our board that the Compensation Discussion and
    Analysis be included in the proxy statement, in accordance with
    applicable rules and regulations;
    produce our Compensation Committee Report for inclusion in the
    proxy statement, in accordance with applicable rules and
    regulations;
    otherwise discharge our boards responsibility relating to
    compensation of our corporate officers; and
    perform such other functions as our board may assign to our
    Compensation Committee from time to time.   71




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Nominating and Governance
    Committee.
  
    assist our board by identifying individuals qualified to become
    members of our board and recommend director nominees to our
    board for election at the annual meetings of stockholders or for
    appointment to fill vacancies;
    recommend director nominees to our board for each of its
    committees;
    advise our board about the appropriate composition of our board
    and its committees;
    advise our board about and recommend to our board appropriate
    corporate governance practices and assist our board in
    implementing those practices;
    lead our board in its annual review of the performance of our
    board and its committees;
    direct all matters relating to the succession of our Chief
    Executive Officer;
    review and make recommendations to our board with respect to the
    form and amount of director compensation; and
    perform such other functions as our board may assign to our
    Nominating and Governance Committee from time to time.   72




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
    ensure the ability to attract, motivate and retain the talent
    necessary to provide qualified board leadership; and
    use the appropriate mix of long-term and short-term compensation
    to ensure high
    board/committee
    performance.    Compensation
    Committee Interlocks and Insider Participation
    Financial Code of
    Ethics for Chief Executive Officer, Chief Financial Officer,
    Controller and Certain Other Senior Financial Officers
 
   
 73




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##### Table of Contents




    act ethically with honesty and integrity, including the ethical
    handling of actual or apparent conflicts of interest between
    personal and professional relations;
    avoid conflicts of interest and disclose any material
    transactions or relationships that reasonably could be expected
    to give rise to a conflict of interest;
    work to ensure that we fully, fairly and accurately disclose
    information in a timely and understandable manner in all reports
    and documents that we file with the SEC and in other public
    communications made by us;
    comply with applicable governmental laws, rules and
    regulations; and
    report any violations of the Financial Code of Ethics to the
    chairman of our Audit Committee.  Corporate Code of
    Business Conduct and Ethics
 
   
  
    honest and ethical dealing with each other, with our clients and
    vendors, and with all other third parties;
    respect for the rights of fellow employees and all third parties;
    equal opportunity, regardless of age, race, gender, sexual
    orientation, religion, national origin, marital status,
    citizenship status, veteran status or disability;
    fair dealing with the Companys customers, suppliers,
    competitors and employees;
    avoidance of conflicts of interest;
    compliance with all applicable laws and regulations;
    the protection and proper use of our assets; and
    the reporting of any violations of the Corporate Code of
    Business Conduct and Ethics to the appropriate personnel. 74




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EXECUTIVE
    COMPENSATION AND OTHER INFORMATION  Compensation
    Discussion and Analysis
      pay-for-performance
  pay-for-performance
   75




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##### Table of Contents



Objectives of Our
    Executive Compensation Program
    Key Components of Our Executive Compensation
    Programs.
  
    Base salary;
    Bonus awards;
    Stock options;
    Severance and change in control benefits; and
    Other benefits.    Setting 2010
    Executive Compensation
    
    Joshua E. Comstock, Chief Executive Officer, President and
    Chairman
    Randall C. McMullen, Jr., Executive Vice President, Chief
    Financial Officer and Treasurer
    Bretton W. Barrier, Chief Operations Officer
    J. P. Pat Winstead, Vice President  Sales
    and Marketing
    John D. Foret, Vice President  Coiled Tubing      Components of
    Executive Compensation Program
     76




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Base
    Salary
      Bonus
    Awards
  Annual Cash Bonus.
     
   
 77




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Registration Statement
    Bonus.
 
  Discretionary Bonus.
   78




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Stock Options
    stock-based
    Severance and Change in Control Benefits
   79




---



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Other Benefits
      Stock Ownership
    Guidelines
    Tax Deductibility
    of Executive Compensation
      Relation of
    Compensation Policies and Practices to Risk Management
     80




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Actions Taken
    After the 2010 Fiscal Year
   
   
  Summary
    Compensation Table
    Option

All OtherName and Principal Position

Year

Salary(1)

Bonus(2)

Awards(3)

Compensation(4)

TotalJoshua E. Comstock.


2010


$
284,750


$
1,785,000


$
11,149,535


$
23,195


$
13,242,480Chief Executive Officer, President and ChairmanRandall C. McMullen, Jr.


2010


$
190,564


$
1,725,000


$
7,997,137


$
18,816


$
9,931,517Executive Vice President, Chief Financial OfficerBretton W. Barrier


2010


$
187,824


$
187,424


$
3,152,399


$
24,595


$
3,552,242Chief Operations OfficerJ.P. Pat Winstead.


2010


$
163,584


$
2,141,035






$
24,595


$
2,329,214Vice President  Sales and MarketingJohn D. Foret.


2010


$
184,809


$
187,424






$
19,908


$
392,141Vice President  Coiled Tubing     (1)
    
    The amounts in this column reflect
    the base salaries earned by each of the named executive officers
    during the 2010 fiscal year rather than the base salaries that
    were in effect at the end of the 2010 fiscal year. These amounts
    are calculated 81




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based on a base salary of
    $267,750, $178,500, $178,500, $158,000 and $178,500 from
    January 1, 2010 through April 17, 2010; a base salary
    of $281,137, $187,425, $187,425, $165,900 and $187,425 from
    April 18, 2010 through December 23, 2010; and a base
    salary of $625,000, $450,000, $325,000, $165,900 and $187,425
    from December 24, 2010 through December 31, 2010, for
    Messrs. Comstock, McMullen, Barrier, Winstead and Foret,
    respectively. 
  (2)
    
    The amounts in this column reflect
    amounts earned for the 2010 fiscal year but which were paid
    during the 2011 year. The bonus amount for
    Mr. Comstock reflects the bonus provided for within his
    Previous Employment Agreement; amounts for Mr. McMullen
    include $840,000 provided for within his Previous Employment
    Agreement and a transactional bonus of $885,000; amounts for
    Mr. Barrier include $93,712 with respect to his
    discretionary bonus and a transactional bonus of $93,712;
    amounts for Mr. Winstead include $82,950 with respect to
    his discretionary bonus and $2,058,085 with respect to his
    transactional bonus; and amounts for Mr. Foret include
    $93,712 with respect to his discretionary bonus and $93,712 with
    respect to his transactional bonus.(3)
    
    The amounts in this column
    represent the grant date fair value of each stock option award
    granted under our 2006 and 2010 Plans, computed in accordance
    with FASB ASC Topic 718. Please read Note 9 to our
    consolidated financial statements for the fiscal year ended
    December 31, 2010 included elsewhere in this prospectus for
    a discussion of the assumptions used in determining the grant
    date fair value of these awards.(4)
    
    The amounts in this column reflect
    payments to each of the named executive officers in the amount
    of $6,995 for company subsidized health care benefits and $9,800
    for company matching contributions to each of the
    executives 401(k) Plan account. For Mr. Comstock,
    amounts also include a $6,400 payment for a monthly automobile
    allowance during the months of January to May of 2010 and for
    the use of a company-owned vehicle and associated automobile
    insurance and maintenance costs for the remainder of the year.
    For Messrs. McMullen and Foret, amounts include $2,020 and
    $3,113, respectively, for the use of a company-owned vehicle and
    associated automobile insurance and maintenance costs, and for
    Messrs. Barrier and Winstead, $7,800 each for an automobile
    allowance during the 2010 year.  Grants of
    Plan-Based Awards for the 2010 Fiscal Year
  Option



GrantAwards:

Exercise

Date FairNumber of

or Base

Value ofSecurities

Price of

Stock andGrant

Underlying

Option

OptionName

Date

Options

Awards(1)

AwardsJoshua E. Comstock


12/23/2010
(2)


1,662,468


$
10.00


$
11,033,39212/23/2010
(3)


17,500


$
10.00


$
116,143Randall C. McMullen, Jr.


12/23/2010
(2)


1,187,477


$
10.00


$
7,880,99312/23/2010
(3)


17,500


$
10.00


$
116,143Bretton W. Barrier


12/23/2010
(2)


474,991


$
10.00


$
3,152,399Pat Winstead














John D. Foret














     (1)
    
    The exercise price for the stock
    options granted December 23, 2010 was based upon the per
    share offering price that we used for our common stock offering
    in December 2010.(2)
    
    The stock option awards reflected
    in these columns were granted under the 2010 Plan.(3)
    
    The stock option awards reflected
    in these columns were granted under the 2006 Plan. 
   
   82




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##### Table of Contents



Outstanding
    Equity Awards at 2010 Fiscal Year-End
    Number of

Number ofSecurities

SecuritiesUnderlying

UnderlyingUnexercised

Unexercised

Option

OptionOptions

Options

Exercise

ExpirationName

Exercisable(1)

Unexercisable(2)

Price

DateJoshua E. Comstock


17,500



1,662,468


$
10.00



12/23/2020105,000






$
1.43



11/11/2018525,000






$
1.43



11/1/2016Randall C. McMullen, Jr.


17,500



1,187,477


$
10.00



12/23/2020161,000






$
1.43



11/11/201887,500






$
1.43



11/1/2016Bretton W. Barrier






474,991


$
10.00



12/23/2020157,500






$
1.43



1/30/2017Pat Winstead


42,000






$
1.43



11/11/201835,000






$
1.43



11/1/2016John D. Foret


7,000






$
1.43



11/11/201870,000






$
1.43



11/1/2016    (1)
    
    Each of the stock options reflected
    in this column were granted from the 2006 Plan and became fully
    vested on December 23, 2010.(2)
    
    Each of the stock options reflected
    in this column were granted on December 23, 2010 and will
    vest in equal installments on each of December 23, 2011,
    December 23, 2012, and December 23, 2013.  Option Exercises
    in the 2010 Fiscal Year
    Pension
    Benefits
    Nonqualified
    Deferred Compensation
    Stock Option
    Plans and Agreements
   83




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Potential
    Payments Upon Termination or Change in Control
           84




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th th
      and/or
  85




---



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Without Cause or

Without CauseGood Reason

or Good ReasonTermination,

Termination,or Non-Renewal

or Non-Renewal

Terminationoutside of a

in connection

Due toChange in

with Change

Death orName and Principal Position

Control(1)

in Control

DisabilityJoshua E. ComstockSalary and Bonus

$
3,035,000


$
3,035,000


$
1,785,000Continued Medical


20,350



20,350



Total

$
3,055,350


$
3,055,350


$
1,785,000Randall C. McMullen, Jr.Salary and Bonus

$
1,740,000


$
1,740,000


$
840,000Continued Medical


20,350



20,350



Total

$
1,760,350


$
1,760,350


$
840,000Bretton W. BarrierSalary and Bonus

$
837,424


$
837,424


$
187,424Continued Medical


20,350



20,350



Total

$
857,774


$
857,774


$
187,424    (1)
    
    Amounts reflected in the
    Salary and Bonus line of this column were calculated
    by using the base salary of each executive officer on
    December 31, 2010, and the full amount of the bonus that
    each of the executives received for the 2010 year due to
    the fact that a termination on the last day of the year would
    not have resulted in a pro-rata bonus but rather a bonus for the
    entire 2010 year. However, the salary continuation amounts
    that are shown above are applicable only to a termination by us
    without cause, or for a termination by the executive for good
    reason; in the event that we did not renew the executives
    employment agreement outside of a change in control protection
    period, the amounts in the Salary and Bonus line of
    this column would instead be lowered to the following amounts:
    $2,410,000 for Mr. Comstock, $1,290,000 for
    Mr. McMullen and $512,424 for Mr. Barrier.  Director
    Compensation
    employee-directors,
       86




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##### Table of Contents



SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   
  
 Shares BeneficiallyOwnedAfter this OfferingShares Beneficially

Shares Beneficially

(Option to PurchaseOwned

Owned

Additional SharesPrior to this Offering

After this Offering

Exercised in Full)Name of Beneficial Owner(1)

Number

Percentage

Number

Percentage

Number

Percentage5% Stockholders:StepStone Capital Partners II Onshore, L.P.(2)


1,038,462



2.2
%


678,166



1.3
%


611,445



1.2
%StepStone Capital Partners II Cayman Holdings, L.P.(3)


1,301,233



2.7



849,769



1.6



766,165



1.52006 Co-Investment Portfolio, L.P.(4)


2,047,787



4.3



1,337,305



2.6



1,205,735



2.3Citigroup Capital Partners II Employee Master Fund, L.P.(5)


2,300,241



4.8



1,502,170



2.9



1,354,380



2.6Energy Spectrum Partners IV LP(6)


7,720,501



16.2



5,041,864



9.6



3,746,549



7.2Passport Capital, LLC(7)


3,130,000



6.6



3,130,000



6.0



3,130,000



6.0MSD Energy Partners, L.P.(8)


2,500,000



5.3



2,500,000



4.8



2,500,000



4.8Scopia Management, Inc.(9)


2,500,000



5.3



2,500,000



4.8



2,500,000



4.8Directors and Executive Officers:Joshua E. Comstock(10)


4,038,500



8.4



4,038,500



7.6



4,038,500



7.6Randall C. McMullen, Jr.(11)


493,500



1.0



493,500



*



493,500



*John D. Foret(12)


287,000



*



287,000



*



287,000



*Bretton W. Barrier(13)


166,600



*



166,600



*



166,600



*Brandon D. Simmons(14)


255,500



*



255,500



*



255,500



*William D. Driver(15)


122,500



*



122,500



*



122,500



*J. P. Pat Winstead(16)


112,000



*



112,000



*



112,000



*Theodore R. Moore






















Darren M. Friedman(17)


3,667



*



*



*



*



*James P. Benson(18)


7,724,168



16.2



5,045,531



9.6



3,750,216



7.2Michael Roemer(19)


3,667



*



*



*



*



*H. H. Wommack, III(20)


3,667



*



*



*



*



*C. James Stewart III(21)


3,667



*



*



*



*



*Executive Officers and Directors as a Group (13 persons)


13,214,436



27.0



10,535,799



19.6



9,240,484



17.2  
   *
    
    Less than 1%.  (1)
    
    Beneficial ownership is
    a term broadly defined by the SEC in
    Rule 13d-3
    under the Exchange Act and includes more than the typical forms
    of stock ownership, that is, stock held in the persons
    name. For the purpose of this 87




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table, a person or group of
    persons is deemed to have beneficial ownership of
    any shares as of July 14, 2011, if that person or group has
    the right to acquire shares within 60 days after such date. 
  (2)
    
    The address of StepStone Capital
    Partners II Onshore, L.P. is
    c/o StepStone
    Group LLC, 4350 La Jolla Village Drive, Suite 800,
    San Diego, CA 92122. StepStone Co-Investment Funds GP, LLC,
    which is a wholly owned subsidiary of StepStone Group LLC, is
    the general partner of StepStone Capital Partners II
    Onshore, L.P., and each may be considered a beneficial owner,
    with shared voting and dispositive power of
    1,038,462 shares. StepStone Group LLC is the investment
    advisor to StepStone Capital Partners II Onshore, L.P.(3)
    
    The address of StepStone Capital
    Partners II Cayman Holdings, L.P. is 4350 La Jolla
    Village Drive, Suite 800, San Diego, CA 92122.
    StepStone Co-Investment Funds GP, LLC, which is a wholly owned
    subsidiary of StepStone Group LLC, is the general partner of
    StepStone Capital Partners II Cayman Holdings, L.P., and
    each may be considered a beneficial owner, with shared voting
    and dispositive power of 1,301,233 shares. StepStone Group
    LLC is the investment advisor to StepStone Capital
    Partners II Cayman Holdings, L.P.(4)
    
    The address of 2006 Co-Investment
    Portfolio, L.P. is 4350 La Jolla Village Drive,
    Suite 800, San Diego, CA 92122. StepStone
    Co-Investment Funds GP, LLC, which is a wholly owned subsidiary
    of StepStone Group LLC, is the general partner of 2006
    Co-Investment Portfolio, L.P., and each may be considered a
    beneficial owner, with shared voting and dispositive power of
    2,047,787 shares. StepStone Group LLC is the investment
    advisor to 2006 Co-Investment Portfolio, L.P.(5)
    
    The address of Citigroup Capital
    Partners II Employee Master Fund, L.P. is 485 Lexington
    Avenue, 17th Floor, New York, NY 10017. A wholly owned
    subsidiary of Citigroup Inc. is the general partner of Citigroup
    Private Equity LP, which is the general partner of Citigroup
    Capital Partners II Employee Master Fund, L.P., and each
    may be considered a beneficial owner, with shared voting and
    dispositive power of 2,300,241 shares. Citigroup
    Alternative Investments LLC is the investment advisor to
    Citigroup Capital Partners II Employee Master Fund, L.P.(6)
    
    The address of Energy Spectrum
    Partners IV LP is 5956 Sherry Lane, Suite 900, Dallas,
    Texas 75225.(7)
    
    The address of Passport Capital,
    LLC is 30 Hotaling Place, Suite 300, San Francisco, CA
    94111. The beneficial owners of common shares of Passport
    Capital, LLC are Blackwell Partners, LLC, or Blackwell, Passport
    Energy Master Fund SPC Ltd for an on behalf of Portfolio
    A  Energy Strategy, or Energy, Passport Global Master
    Fund for and on behalf of Portfolio A  Global
    Strategy, or Global, and Passport Special Opportunities Master
    Fund, LP, or Special Ops. Passport Plus, LLC, or Plus, serves as
    general partner to Special Ops. Passport Capital, LLC serves as
    investment manager to Blackwell, Energy, Global and Special Ops
    and as sole managing member to Plus. John H. Burbank III, or
    Burbank, serves as sole managing member of Passport. As a
    result, each of Passport, Plus, and Burbank may be considered to
    share voting and dispositive power of the 3,130,000 shares
    beneficially owned by Blackwell, Energy, Global and Special Ops.(8)
    
    The address of MSD Energy Partners,
    L.P. or, MSD Energy Partners, is c/o MSDC Management, L.P.,
    645 Fifth Avenue, 21st Floor, New York, NY 10022. MSDC
    Management, L.P. is the investment manager of MSD Energy
    Partners and may be deemed to have or share voting and/or
    dispositive power over, and/or beneficially own, the 2,500,000
    common shares held by MSD Energy Partners. Each of Glenn R.
    Fuhrman, John C. Phelan, Marc R. Lisker and Marcello Liguori is
    a managing director of MSDC Management, L.P. and may be deemed
    to have or share voting and/or dispositive power over, and/or
    beneficially own, the 2,500,000 common shares beneficially owned
    by MSDC Management, L.P. Each of Mr. Fuhrman,
    Mr. Phelan, Mr. Lisker and Mr. Liguori disclaim
    beneficial ownership of such common shares, except to the extent
    of the pecuniary interest of such person in such shares.(9)
    
    The address of Scopia Management,
    Inc. is 152 West 57th Street, 33rd Floor, New York, NY 10019.
    The beneficial owners of common shares of Scopia Management,
    Inc. are Scopia PX, LLC, or Scopia PX, Scopia PX International
    Limited (or Scopia PX International), Scopia International
    Limited, or Scopia International, Windermere JUP FD US FOC Pool,
    or Windermere, and Highmark Ltd Seq Acct US EQ1, or Highmark.
    Scopia Management, Inc. is the investment manager of Scopia PX,
    and in such capacity may be deemed to have shared voting and
    dispositive power over the 670,306 common shares owned by Scopia
    PX. Scopia Management, Inc. is the investment manager of Scopia
    PX International, and in such capacity may be deemed to have
    shared voting and dispositive power over the 1,361,705 common
    shares owned by Scopia PX International. Scopia Management, Inc.
    is the investment manager of Scopia International, and in such
    capacity may be deemed to have shared voting and dispositive
    power over the 318,215 common shares owned by Scopia
    International. Scopia Management, Inc. is the investment manager
    of Windermere, and in such capacity may be deemed to have shared
    voting and dispositive power over the 16,857 common shares owned
    by Windermere. Scopia Management, Inc. is the investment manager
    of Highmark, and in such capacity may be deemed to have shared
    voting and dispositive power over the 132,917 common shares
    owned by Highmark. 88




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(10)
    
    Included in the shares indicated as
    beneficially owned by Mr. Comstock are
    1,309,000 shares owned by Mr. Comstock in his
    individual capacity, 966,000 shares owned by a trust for
    the benefit of Mr. Comstock, 966,000 shares owned by a
    trust for the benefit of Rebecca A. Comstock, of which
    Mr. Comstock is a co-trustee of and has shared voting power
    of and which he may be deemed to be the beneficial owner,
    150,000 shares owned by JRC Investments, LLC, of which
    Mr. Comstock has sole voting power of and of which he may
    be deemed to be the beneficial owner in his capacity as the sole
    member of JRC Investments, LLC, 105,000 options owned by
    Mr. Comstock in his individual capacity which are
    exercisable within 60 days and 542,500 options owned by a
    trust for the benefit of Mr. Comstock which are exercisable
    within 60 days of July 14, 2011. 
 
  (11)
    
    Included in the shares indicated as
    beneficially owned by Mr. McMullen are 215,000 shares
    owned by Mr. McMullen in his individual capacity,
    50,000 shares owned by a trust for the benefit of
    Mr. McMullen, of which Mr. McMullen is the sole
    trustee, 50,000 shares owned by a trust for the benefit of
    Tracy A. McMullen, of which Mr. McMullen is the sole
    trustee, and 178,500 options owned by Mr. McMullen in his
    individual capacity which are exercisable within 60 days of
    July 14, 2011. 
 
  (12)
    
    Included in the shares indicated as
    beneficially owned by Mr. Foret are 210,000 shares and
    77,000 options which are exercisable within 60 days of
    July 14, 2011. 
 
  (13)
    
    Included in the shares indicated as
    beneficially owned by Mr. Barrier are 9,100 shares and
    157,500 options which are exercisable within 60 days of
    July 14, 2011. 
 
  (14)
    
    Included in the shares indicated as
    beneficially owned by Mr. Simmons are 178,500 shares
    and 77,000 options which are exercisable within 60 days of
    July 14, 2011. 
 
  (15)
    
    Included in the shares indicated as
    beneficially owned by Mr. Driver 122,500 options which are
    exercisable within 60 days of July 14, 2011. 
 
  (16)
    
    Included in the shares indicated as
    beneficially owned by Mr. Winstead are 35,000 shares
    and 77,000 options which are exercisable within 60 days of
    July 14, 2011. 
 
  (17)
    
    Included in the shares indicated as
    beneficially owned by Mr. Friedman are 3,667 options which
    are exercisable within 60 days of July 14, 2011. 
 
  (18)
    
    Included in the shares indicated as
    beneficially owned by Mr. Benson are 7,720,501 shares
    owned directly by Energy Spectrum Partners IV LP and 3,667
    options owned by Mr. Benson in his individual capacity
    which are exercisable within 60 days of July 14, 2011.
    Mr. Benson serves as a Managing Partner of Energy Spectrum
    Partners IV LP. As such, Mr. Benson may be deemed to
    have beneficial ownership of such shares owned by Energy
    Spectrum Partners IV LP. Mr. Benson disclaims
    beneficial ownership of such shares. 
 
  (19)
    
    Included in the shares indicated as
    beneficially owned by Mr. Roemer are 3,667 options which
    are exercisable within 60 days of July 14, 2011. 
 
  (20)
    
    Included in the shares indicated as
    beneficially owned by Mr. Wommack are 3,667 options which
    are exercisable within 60 days of July 14, 2011. 
 
  (21)
    
    Included in the shares indicated as
    beneficially owned by Mr. Stewart are 3,667 options which
    are exercisable within 60 days of July 14, 2011. 
 89




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##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS  Private Equity
    Investments
        Amended and
    Restated Stockholders Agreement
 
   
  Management Rights.
  Demand Registration Rights.
 90




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##### Table of Contents



Form S-3
  Piggyback Registration Rights.
  Registration Procedures and
    Expenses.
    Warrants
     91




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##### Table of Contents



2010 Private
    Placement
    One-Time 2010
    Bonuses
    Acquisition of
    Total
 
   
  Supplier
    Agreements
       92




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##### Table of Contents



Promissory
    Notes
    Registration
    Rights Agreement
 
   
  Other
    Transactions
    Policies and
    Procedures
 
   
 
   
 93




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##### Table of Contents




    the nature of the related persons interest in the
    transaction;
    material terms of the transaction, including, without
    limitation, the amount and type of transaction;
    the importance of the transaction to the related person;
    the importance of the transaction to us;
    whether the transaction would impair the judgment of a director
    or executive officer to act in the best interest of our
    company; and
    any other matters deemed appropriate with respect to the
    particular transaction.     
   
 94




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##### Table of Contents



SELLING
    STOCKHOLDERS    
 MaximumNumber of

Percentage Beneficially OwnedAdditional





AfterShares to



After

OfferingShares

Number

be Sold



Offering

(AssumingOwned

of Shares

Upon Full



(Assuming no

Exercise ofPrior

to be Sold

Exercise of



Exercise of

Underwritersto this

in the

Underwriters

Before

Underwriters

Option inOffering

Offering

Option(1)

Offering

Option)(2)

Full)(1)2006 Co-Investment Portfolio, L.P.(3)


2,047,787



710,482



131,570



4.3
%


2.6
%


2.3
%Advanced Series Trust  AST Academic Strategies
    Asset Allocation Portfolio(4)


3,301



3,301







*







AQR Funds  AQR Diversified Arbitrage Fund(5)


31,094



31,094







*







AQR Opportunistic Premium Offshore Fund, L.P.(6)


3,512



3,512







*







Citigroup Capital Partners II Employee Master Fund, L.P.(7)


2,300,241



798,071



147,790



4.8



2.9



2.6CNH Diversified Opportunities Master Account, L.P.(8)


2,093



2,093







*







Energy Spectrum Partners IV LP(9)


7,720,501



2,678,637



1,295,315



16.2



9.6



7.2Fidelity Advisor Series I: Fidelity Advisor Value
    Strategies Fund(10)


541,500



154,714







1.1



*



*Fidelity Investment Trust: Fidelity Global Commodity Stock
    Fund(11)


57,300



57,300







*







Variable Insurance Products Fund III: Value Strategies
    Portfolio(12)


158,500



45,286







*



*



*Simmons, Christopher(13)


175,000



43,750







*



*



*Stark Master Fund Ltd.(14)


1,410,000



1,410,000







3.0







StepStone Capital Partners II Cayman Holdings, L.P.(15)


1,301,233



451,464



83,604



2.7



1.6



1.5StepStone Capital Partners II Onshore, L.P.(16)


1,038,462



360,296



66,721



2.2



1.3



1.2Total


16,790,524



6,750,000



1,725,000



35.3
%


19.2
%


15.9
%  
   *
    
    Less than 1%.(1)
    
    If the underwriters fully exercise
    their option to purchase additional shares, then the selling
    stockholders will sell the number of shares of common stock
    indicated. If the underwriters partially exercise their option
    to purchase additional shares, then the number of shares to be
    sold by selling stockholder will be allocated pro rata. 
  (2)
    
    Gives effect to the issuance and
    sale by us of 4,750,000 shares in the offering. 
 95




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##### Table of Contents



(3)
    
    StepStone Co-Investment Funds GP,
    LLC, which is a wholly owned subsidiary of StepStone Group LLC,
    is the general partner of 2006 Co-Investment Portfolio, L.P.
    StepStone Group LLC is the investment advisor to 2006
    Co-Investment Portfolio, L.P. Darren Friedman is a Partner of
    StepStone Group LLC. StepStone Co-Investment Funds GP, LLC,
    StepStone Group LLC, and Mr. Friedman each may be deemed
    beneficial owners, with shared voting and dispositive power of
    the shares owned by 2006 Co-Investment Portfolio, L.P. 
  (4)
    
    Advanced
    Series Trust  AST Academic Strategies Asset
    Allocation Portfolio is an affiliate of Prudential Investment
    Management Services LLC and Prudential Annuities Distributors,
    Inc., both of whom are broker-dealers registered under
    Section 15 of the Exchange Act. Advanced
    Series Trust  AST Academic Strategies Asset
    Allocation Portfolio has represented to us that it is not acting
    as an underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any person to
    distribute the securities. CNH Partners, LLC, as the
    sub-advisor
    of Advanced Series Trust  AST Academic
    Strategies Asset Allocation Portfolio, has discretionary voting
    and investment power. CNH Partners, LLC is controlled indirectly
    by Todd Pulvino and Mark Mitchell, and accordingly, both
    Mr. Pulvino and Mr. Mitchell may be deemed to share
    voting and investment power over the shares owned by Advanced
    Series Trust  AST Academic Strategies Asset
    Allocation Portfolio. 
 
  (5)
    
    CNH Partners, LLC, as the
    sub-advisor
    of AQR Funds  AQR Diversified Arbitrage Fund, has
    discretionary voting and investment power. CNH Partners, LLC is
    controlled indirectly by Todd Pulvino and Mark Mitchell, and
    accordingly, both Mr. Pulvino and Mr. Mitchell may be
    deemed to share voting and investment power over the shares
    owned by AQR Funds  AQR Diversified Arbitrage Fund. 
 
  (6)
    
    CNH Partners, LLC, as the
    sub-advisor
    of AQR Opportunistic Premium Offshore, L.P., has discretionary
    voting and investment power. CNH Partners, LLC is controlled
    indirectly by Todd Pulvino and Mark Mitchell, and accordingly,
    both Mr. Pulvino and Mr. Mitchell may be deemed to
    share voting and investment power over the shares owned by AQR
    Opportunistic Premium Offshore Fund, L.P. 
 
  (7)
    
    Citigroup Capital Partners II
    Employee Master Fund, L.P. is an affiliate of Citigroup Inc.,
    which is a broker dealer registered under Section 15 of the
    Exchange Act. Citigroup Capital Partners II Employee Master
    Fund, L.P. has represented to us that it is not acting as an
    underwriter in this offering, it purchased the units it is
    offering under this prospectus in the ordinary course of
    business, and at the time of such purchase, it had no agreement
    or understanding, directly or indirectly, with any person to
    distribute the securities. Citigroup Private Equity LP, as
    general partner of Citigroup Capital Partners II Employee
    Master Fund, L.P., and Robert Grogan, as President of the
    general partner, and Matthew Coeny, Townsend Weekes, Craig
    Barrack, Francis Genesi, Rodrigo Neira, as Vice Presidents of
    the general partner, and Jim Deluise, as Treasurer of the
    general partner, and Ken Hemmer, as Assistant Treasurer of the
    general partner, and Rakesh Patel, as Secretary of the general
    partner and Carolyn Luxemberg and Nancy F. Ongley, as Assistant
    Secretaries of the general partner, may each be deemed to share
    voting and investment power over the shares owned by Citigroup
    Capital Partners II Employee Master Fund, L.P. 
 
  (8)
    
    CNH Partners, LLC, as the advisor
    of CNH Diversified Opportunities Master Account, L.P., has
    discretionary voting and investment power. CNH Partners, LLC is
    controlled indirectly by Todd Pulvino and Mark Mitchell, and
    accordingly, both Mr. Pulvino and Mr. Mitchell may
    each be deemed to share voting and investment power over the
    shares owned by CNH Diversified Opportunities Master
    Account, L.P. 
 
  (9)
    
    James P. Benson, as managing
    partner of Energy Spectrum Partners IV LP, has voting and
    investment power over the shares owned by Energy Spectrum
    Partners IV LP. 
 
  (10)
    
    Fidelity Advisor Series 1:
    Fidelity Advisor Value Strategies Fund (the Fund) is
    an investment company registered under Section 8 of the
    Investment Company Act of 1940 advised by Fidelity
    Management & Research Company (Fidelity),
    82 Devonshire Street, Boston, Massachusetts 02109, a
    wholly-owned subsidiary of FMR LLC and an investment adviser
    registered under Section 203 of the Investment Advisers Act
    of 1940. Edward C. Johnson 3d and FMR LLC, through its control
    of Fidelity, and the Fund each has sole power to dispose of the
    securities owned by the Fund. Thomas Soviero, an employee of
    Fidelity, is the current portfolio manager for the Fund and has
    investment discretion with respect to the Funds assets. 
  Members of
    the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the
    predominant owners, directly or through trusts, of Series B
    voting common shares of FMR LLC, representing 49% of the voting
    power of FMR LLC. The Johnson family group and all other
    Series B shareholders have entered into a
    shareholders voting agreement under which all
    Series B voting common shares will be voted in accordance
    with the majority vote of Series B voting common shares.
    Accordingly, through their ownership of voting common shares and
    the execution of the shareholders voting agreement,
    members of the Johnson family may be deemed, under the
    Investment Company Act of 1940, to form a controlling group with
    respect to FMR LLC.Neither FMR
    LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole
    power to vote or direct the voting shares owned directly by the
    Fund, which power resides with the Funds Boards of
    Trustees. Fidelity carries out the voting of the shares under
    written guidelines established by the Funds Boards of
    TrusteesThe Fund is
    an affiliate of a broker-dealer registered under Section 15
    of the Exchange Act. The Fund has represented to us that it is
    not acting as an underwriter in this offering, it purchased the
    units it is offering under this prospectus in the ordinary
    course of business, and at the time of such purchase, it had no
    agreement or understanding, directly or indirectly, with any
    person to distribute the securities. 96




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##### Table of Contents



(11)
    
    Fidelity Investment Trust: Fidelity
    Global Commodity Stock Fund is an investment company registered
    under Section 8 of the Investment Company Act of 1940 (the
    Investment Fund) advised by Fidelity, 82 Devonshire
    Street, Boston, Massachusetts 02109, a wholly-owned subsidiary
    of FMR LLC and an investment adviser registered under
    Section 203 of the Investment Advisers Act of 1940. Edward
    C. Johnson 3d and FMR LLC, through its control of Fidelity, and
    the Investment Fund each has sole power to dispose of the
    securities owned by the Fund. Joe Wickwire, an employee of
    Fidelity, is the current portfolio manager for the Fund and has
    investment discretion with respect to the Funds assets. 
  Members of
    the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the
    predominant owners, directly or through trusts, of Series B
    voting common shares of FMR LLC, representing 49% of the voting
    power of FMR LLC. The Johnson family group and all other
    Series B shareholders have entered into a
    shareholders voting agreement under which all
    Series B voting common shares will be voted in accordance
    with the majority vote of Series B voting common shares.
    Accordingly, through their ownership of voting common shares and
    the execution of the shareholders voting agreement,
    members of the Johnson family may be deemed, under the
    Investment Company Act of 1940, to form a controlling group with
    respect to FMR LLC.Neither FMR
    LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole
    power to vote or direct the voting shares owned directly by the
    Investment Fund, which power resides with the Funds Boards
    of Trustees. Fidelity carries out the voting of the shares under
    written guidelines established by the Funds Boards of
    TrusteesThe
    Investment Fund is an affiliate of a broker-dealer registered
    under Section 15 of the Exchange Act. The Investment Fund
    has represented to us that it is not acting as an underwriter in
    this offering, it purchased the units it is offering under this
    prospectus in the ordinary course of business, and at the time
    of such purchase, it had no agreement or understanding, directly
    or indirectly, with any person to distribute the securities. 
  (12)
    
    Variable Insurance Products
    Fund III: Value Strategies Portfolio is an investment
    company registered under Section 8 of the Investment
    Company Act of 1940 (the Value Fund) advised by
    Fidelity, 82 Devonshire Street, Boston, Massachusetts 02109, a
    wholly-owned subsidiary of FMR LLC and an investment adviser
    registered under Section 203 of the Investment Advisers Act
    of 1940. Edward C. Johnson 3d and FMR LLC, through its control
    of Fidelity, and the Value Fund each has sole power to dispose
    of the securities owned by the Value Fund. Thomas Soviero, an
    employee of Fidelity, is the current portfolio manager for the
    Fund and has investment discretion with respect to the
    Funds assets. 
  Members of
    the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the
    predominant owners, directly or through trusts, of Series B
    voting common shares of FMR LLC, representing 49% of the voting
    power of FMR LLC. The Johnson family group and all other
    Series B shareholders have entered into a
    shareholders voting agreement under which all
    Series B voting common shares will be voted in accordance
    with the majority vote of Series B voting common shares.
    Accordingly, through their ownership of voting common shares and
    the execution of the shareholders voting agreement,
    members of the Johnson family may be deemed, under the
    Investment Company Act of 1940, to form a controlling group with
    respect to FMR LLC.Neither FMR
    LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole
    power to vote or direct the voting shares owned directly by the
    Value Fund, which power resides with the Value Funds
    Boards of Trustees. Fidelity carries out the voting of the
    shares under written guidelines established by the Value
    Funds Boards of TrusteesThe Value
    Fund is an affiliate of a broker-dealer registered under
    Section 15 of the Exchange Act. The Value Fund has
    represented to us that it is not acting as an underwriter in
    this offering, it purchased the units it is offering under this
    prospectus in the ordinary course of business, and at the time
    of such purchase, it had no agreement or understanding, directly
    or indirectly, with any person to distribute the securities. 
  (13)
    
    Mr. Simmons has sole voting
    and investment power of his shares. 
 
  (14)
    
    Michael A. Roth and Brian J. Stark
    have shared voting and investment power over the shares owned by
    Stark Master Fund Ltd., both of whom each disclaim
    beneficial ownership of such shares. 
 
  (15)
    
    StepStone Co-Investment Funds GP,
    LLC, which is a wholly owned subsidiary of StepStone Group LLC,
    is the general partner of StepStone Capital Partners II
    Cayman Holdings, L.P. StepStone Group LLC is the investment
    advisor to StepStone Capital Partners II Cayman Holdings,
    L.P. Darren Friedman is a Partner of StepStone Group LLC.
    StepStone Co-Investment Funds GP, LLC, StepStone Group LLC, and
    Mr. Friedman each may be deemed beneficial owners, with
    shared voting and dispositive power of the shares owned by
    StepStone Capital Partners II Cayman Holdings, L.P. 
 
  (16)
    
    StepStone Co-Investment Funds GP,
    LLC, which is a wholly owned subsidiary of StepStone Group LLC,
    is the general partner of StepStone Capital Partners II
    Onshore, L.P. StepStone Group LLC is the investment advisor to
    StepStone Capital Partners II Onshore, L.P. Darren Friedman
    is a Partner of StepStone Group LLC. StepStone Co-Investment
    Funds GP, LLC, StepStone Group LLC, and Mr. Friedman each
    may be deemed beneficial owners, with shared voting and
    dispositive power of the shares owned by StepStone Capital
    Partners II Onshore, L.P. 
 
 
 97




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DESCRIPTION OF
    CAPITAL STOCK   
    Common
    Stock
  winding-up
  Preferred
    Stock
   98




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##### Table of Contents



Anti-Takeover
    Effects of Provisions of Our Certificate of Incorporation, Our
    Bylaws and Delaware Law
      Certificate of Incorporation and
    Bylaws. and/or
  
    establish advance notice procedures with regard to stockholder
    proposals relating to the nomination of candidates for election
    as directors or new business to be brought before meetings of
    our stockholders. These procedures provide that notice of
    stockholder proposals must be timely given in writing to our
    corporate secretary prior to the meeting at which the action is
    to be taken. Generally, to be timely, notice must be received at
    our principal executive offices not less than 90 days nor
    more than 120 days prior to the first anniversary date of
    the annual meeting for the preceding year. Our amended and
    restated bylaws specify the requirements as to form and content
    of all stockholders notices. These requirements may
    preclude stockholders from bringing matters before the
    stockholders at an annual or special meeting;
    provide our board of directors the ability to authorize
    undesignated preferred stock. This ability makes it possible for
    our board of directors to issue, without stockholder approval,
    preferred stock with voting or other rights or preferences that
    could impede the success of any attempt to change control of us.
    These and other provisions may have the effect of deferring
    hostile takeovers or delaying changes in control or management
    of our company;
    provide that the authorized number of directors may be changed
    only by resolution of the board of directors;
    provide that all vacancies, including newly created
    directorships, may, except as otherwise required by law, be
    filled by the affirmative vote of a majority of directors then
    in office, even if less than a quorum;
    provide that any action required or permitted to be taken by the
    stockholders must be effected at a duly called annual or special
    meeting of stockholders and may not be effected by any consent
    in writing in lieu of a meeting of such stockholders, subject to
    the rights of the holders of any series of preferred stock;
    provide that directors may be removed only for cause and only by
    the affirmative vote of holders of at least 80% of the voting
    power of our then outstanding common stock;
    provide our amended and restated certificate of incorporation
    and amended and restated bylaws may be amended by the
    affirmative vote of the holders of at least two-thirds of our
    then outstanding common stock; 99




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##### Table of Contents




    provide that special meetings of our stockholders may only be
    called by the board of directors, the chief executive officer or
    the chairman of the board; and
    provide that our amended and restated bylaws can be amended or
    repealed at any regular or special meeting of stockholders or by
    the board of directors.  Opt-Out of Section 203 of the
    DGCL.
  Limitation of
    Liability and Indemnification Matters
    
    for any breach of their duty of loyalty to us or our
    stockholders;
    for acts or omissions not in good faith or which involve
    intentional misconduct or a knowing violation of law;
    for unlawful payment of dividend or unlawful stock repurchase or
    redemption, as provided under Section 174 of the
    DGCL; or
    for any transaction from which the director derived an improper
    personal benefit.      Corporate
    Opportunity
   100




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Amended and
    Restated Stockholders Agreement
 
   
  Transfer Agent
    and Registrar
    Listing; Public
    Market
 
   
  Special Election
    Meeting
  2 3
  101




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##### Table of Contents



SHARES ELIGIBLE
    FOR FUTURE SALE    Sales of
    Restricted Shares
 
  Lock-Up  Lock-Up
 
  Lock-Up
 
  
    14,179,124 shares subject to the
    Lock-Up
    Agreements will not be eligible for sale for 180 days from
    the date of this prospectus, subject to certain exceptions. 
 
  
    26,235,700 shares subject to the Registration Rights
    Agreement will not be eligible for sale for at least
    60 days following the closing of this offering, if the
    owner of such shares elected not to participate in this offering. 
 
  
    421,750 shares held for at least one year by non-affiliates
    will be eligible for sale immediately in accordance with
    Rule 144. 
  Lock-up
    Agreements
 
  lock-up
 
  Registration
    Rights
   102




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##### Table of Contents




    the sale of all of the shares of common stock covered by the
    shelf registration statement in accordance with the intended
    distribution of such common stock;
    none of the shares of common stock with rights under the
    registration rights agreement remain outstanding; or
    the first anniversary of the initial effective date of the shelf
    registration statement, subject to certain conditions and
    extension periods, as applicable.      
    compliance with the Registration Rights Agreement;
    cutback rights on the part of the underwriters, provided that
    (i) we will be permitted to include shares comprising at
    least 50% of the total securities in the initial public offering
    proposed under the registration statement; (ii) the holders
    of the registrable shares will be entitled to include shares
    comprising at least 25% of the total securities in the initial
    public offering proposed under the registration statement; and
    (iii) existing holders of registrable securities under the
    Amended and Restated Stockholders Agreement will be
    entitled to include shares comprising at least 25% of the total
    securities in the initial public offering proposed under the
    registration statement; and
    other conditions and limitations that may be imposed by the
    underwriters.    Rule 144
   103




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##### Table of Contents



Rule 701
    Regulation S
  non-U.S. persons non-U.S. person
  Stock Issued
    Under Employee Plans
  Form S-8 lock-up
 104




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CERTAIN U.S.
    FEDERAL INCOME TAX CONSIDERATIONS FORNON-UNITED
    STATES HOLDERS  non-U.S. holder. non-U.S. holder
  
    an individual who is a citizen or resident of the United States;
    a corporation (including any entity treated as a corporation for
    U.S. federal income tax purposes) created or organized in
    or under the laws of the United States, any state thereof or the
    District of Columbia;
    an estate whose income is subject to U.S. federal income
    taxation regardless of its source; or
    a trust, if a court within the United States is able to exercise
    primary supervision over the administration of the trust and one
    or more United States persons (as defined under the Code) have
    authority to control all substantial decisions of the trust, or
    if it has a valid election in effect under applicable
    U.S. Treasury Regulations to be treated as a United States
    person.  183-day
  non-U.S. holders
  
    certain former U.S. citizens or residents;
    shareholders that hold our common stock as part of a straddle,
    constructive sale transaction, synthetic security, hedge,
    conversion transaction or other integrated investment or risk
    reduction transaction;
    shareholders that acquired our common stock through the exercise
    of employee stock options or otherwise as compensation or
    through a tax-qualified retirement plan;
    shareholders that are partnerships or entities treated as
    partnerships for U.S. federal income tax purposes or other
    pass-through entities or owners thereof;
    financial institutions;
    insurance companies;
    tax-exempt entities;
    dealers in securities or foreign currencies; and
    traders in securities that use a
    mark-to-market
    method of accounting for U.S. federal income tax purposes.   105




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##### Table of Contents



Investors considering the purchase of common stock should
    consult their tax advisors regarding the application of the
    U.S. federal income tax laws to their particular situations
    as well as any tax consequences arising under U.S. estate
    tax laws and under the laws of any state, local or foreign
    taxing jurisdiction or under any applicable tax treaty.
  Distributions on
    Common Stock
  non-U.S. holders non-U.S. holder non-U.S. holders non-U.S. holder Form W-8BEN
  non-U.S. holders non-U.S. holder non-U.S. holder Form W-8ECI).
  Gain on
    Disposition of Common Stock
  non-U.S. holder
  
    the gain is effectively connected with the
    non-U.S. holders
    conduct of a trade or business in the United States and, if
    required by an applicable tax treaty, is attributable to a
    permanent establishment maintained by the
    non-U.S. holder
    in the United States, in which case, the gain will be taxed on a
    net income basis at the rates and in the manner applicable to
    United States persons (as defined under the Code), and if the
    non-U.S. holder
    is a foreign corporation, the branch profits tax described above
    may also apply;
    the
    non-U.S. holder
    is an individual who is present in the United States for
    183 days or more in the taxable year of the disposition and
    meets other requirements, in which case, the
    non-U.S. holder
    will be subject to a flat 30% tax on the gain derived from the
    disposition, which may be offset by U.S. source capital
    losses; or
    we are or have been a United States real property holding
    corporation, or USRPHC, for U.S. federal income tax
    purposes at any time during the shorter of the five-year period
    ending on the date of disposition or the period that the
    non-U.S. holder
    held our common stock.   106




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##### Table of Contents



non-U.S. holder
  Information
    Reporting and Backup Withholding Tax
  Form W-8BEN non-U.S. holder non-U.S. holder,
  Form W-8BEN non-U.S. person non-U.S. office non-U.S. broker non-U.S. office non-U.S. person
    Additional
    Withholding Requirements
    THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION ONLY AND
    SHOULD NOT BE VIEWED AS TAX ADVICE. INVESTORS CONSIDERING THE
    PURCHASE OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX
    ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL
    INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE
    APPLICABILITY AND EFFECT OF STATE, LOCAL, ESTATE OR FOREIGN TAX
    LAWS AND TAX TREATIES.
 107




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##### Table of Contents



UNDERWRITING
    (CONFLICTS OF INTEREST)    
 Number ofUnderwriters

SharesGoldman, Sachs & Co.J.P. Morgan Securities LLCCitigroup Global Markets Inc.Wells Fargo Securities, LLCSimmons & Company InternationalTudor, Pickering, Holt & Co. Securities, Inc.Total


11,500,000  
   
   
    Paid by C&JNo Exercise

Full ExercisePer Share

$



$Total

$



$   Paid by the Selling StockholdersNo Exercise

Full ExercisePer Share

$



$Total

$



$      108




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##### Table of Contents



180-day 180-day 180-day 15-day 180-day 18-day
   
   
      over-the-counter
 
   
 109




---



##### Table of Contents



110




---



##### Table of Contents



Conflicts of
    Interest
   111




---



##### Table of Contents



and/or and/or and/or
 
   
  Advisory
    Services
   112




---



##### Table of Contents



LEGAL
    MATTERS   EXPERTS   CHANGE IN
    ACCOUNTANTS       WHERE YOU CAN
    FIND MORE INFORMATION  Form S-1
 113




---



##### Table of Contents



1-800-SEC-0330 http://www.sec.gov
 
   
 114




---



##### 



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED
    FINANCIAL STATEMENTS
  CONTENTS
   
 
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-3Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008


F-4Consolidated Statements of Changes in
    Shareholders Equity for the years ended December 31,
    2010, 2009 and 2008


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-6Notes to Consolidated Financial Statements


F-7Consolidated Balance Sheets as of March 31,
    2011 (unaudited) and December 31, 2010


F-23Consolidated Statements of Operations for the
    three months ended March 31, 2011 and 2010 (unaudited)


F-24Consolidated Statements of Changes in
    Shareholders Equity for the three months ended
    March 31, 2011 (unaudited) and year ended December 31,
    2010


F-25Consolidated Statements of Cash Flows for the
    three months ended March 31, 2011 and 2010 (unaudited)


F-26Notes to Consolidated Financial Statements
    (unaudited)


F-27  
  F-1




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##### Table of Contents



Report
    of Independent Registered Public Accounting
    Firm
             UHY
    LLP
    F-2




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY



CONSOLIDATED
    BALANCE SHEETS  December 31,2010


2009ASSETSCURRENT ASSETSCash and cash equivalents

$
2,816,734


$
1,178,275Accounts receivable, net of allowance for doubtful accounts of
    $509,717 and $311,324, respectively


44,354,381



12,668,069Inventories, net


8,181,903



2,462,935Prepaid expenses and other current assets


3,767,614



347,206Deferred tax assets


265,000



167,000TOTAL CURRENT ASSETS


59,385,632



16,823,485PROPERTY, PLANT AND EQUIPMENT, net


88,395,494



65,404,436OTHER ASSETSGoodwill


60,338,653



60,338,653Intangible assets, net of accumulated amortization of $4,498,183
    and $3,429,308


5,767,817



6,836,692Deposits on equipment under construction


8,413,009



578,205Deferred financing costs, net of accumulated amortization of
    $505,560 and $1,010,591, respectively


3,190,215



241,286Other


597,571



8,479TOTAL OTHER ASSETS


78,307,265



68,003,315TOTAL ASSETS

$
226,088,391


$
150,231,236LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable

$
13,084,316


$
10,598,159Revolving credit facility






4,125,000Current portion of long-term debt and capital leases


27,222,222



2,540,697Accrued expenses


8,179,351



1,470,859Accrued taxes


6,525,100



271,000Warrants






335,967Deferred revenue


4,033,000



33,000TOTAL CURRENT LIABILITIES


59,043,989



19,374,682LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS


44,816,961



60,668,298LONG-TERM DEFERRED REVENUE


723,250



756,250DEFERRED TAX LIABILITIES


12,058,000



3,633,000TOTAL LIABILITIES


116,642,200



84,432,230COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, par value of $.01, 100,000,000 shares
    authorized, 47,499,074 and 46,322,850 issued and outstanding,
    respectively


474,991



463,229Additional paid-in capital


78,288,578



66,925,222Retained earnings (accumulated deficit)


30,682,622



(1,589,445
)TOTAL SHAREHOLDERS EQUITY


109,446,191



65,799,006TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
226,088,391


$
150,231,236    F-3




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended December 31,2010


2009


2008REVENUE

$
244,157,215


$
67,029,969


$
62,441,238COST OF SALES


154,297,372



54,241,544



42,401,189GROSS PROFIT


89,859,843



12,788,425



20,040,049SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


17,998,125



9,533,223



8,949,638LOSS ON SALE/DISPOSAL OF ASSETS


1,571,033



920,078



397,238OPERATING INCOME


70,290,685



2,335,124



10,693,173OTHER INCOME (EXPENSE)Interest income


8,841



3,661



4,890Interest expense


(17,349,346
)


(4,712,077
)


(6,913,606
)Lender fees


(322,205
)


(390,664
)


(510,733
)Other income


162,661







Other expense


(149,659
)


(51,923
)


(67,693
)TOTAL OTHER EXPENSE


(17,649,708
)


(5,151,003
)


(7,487,142
)INCOME (LOSS) BEFORE INCOME TAXES


52,640,977



(2,815,879
)


3,206,031PROVISION (BENEFIT) FOR INCOME TAXES


20,368,910



(386,000
)


2,085,026NET INCOME (LOSS)

$
32,272,067


$
(2,429,879
)

$
1,121,005INCOME (LOSS) PER COMMON SHARE:Basic

$
0.70


$
(0.05
)

$
0.02Diluted

$
0.67


$
(0.05
)

$
0.02WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic


46,351,853



46,322,850



46,322,850Diluted


47,850,728



46,322,850



46,603,816    F-4




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY



CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY  RetainedAdditional


Earnings


TotalCommon Stock


Paid-In


(Accumulated


ShareholdersShares


Amount


Capital


Deficit)


EquityBalance at January 1, 2008


46,322,850


$
463,229


$
66,614,044


$
(280,571
)

$
66,796,702Share-based compensation expense










181,727







181,727Net income














1,121,005



1,121,005Balance at December 31, 2008


46,322,850



463,229



66,795,771



840,434



68,099,434Share-based compensation expense










129,451







129,451Net loss














(2,429,879
)


(2,429,879
)Balance at December 31, 2009


46,322,850



463,229



66,925,222



(1,589,445
)


65,799,006Exercise of warrants


1,176,224



11,762



10,728,943







10,740,705Share-based compensation expense










634,413







634,413Net income














32,272,067



32,272,067Balance at December 31, 2010


47,499,074


$
474,991


$
78,288,578


$
30,682,622


$
109,446,191    F-5




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2010


2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
32,272,067


$
(2,429,879
)

$
1,121,005Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation expense


9,675,130



8,758,915



7,647,812Amortization expense


1,068,875



1,068,875



1,188,227Provision for doubtful accounts receivable, net of write-offs


504,245



200,000



145,000Share-based compensation expense


634,413



129,451



181,727Loss on change in fair value of warrant liability


10,403,058



335,967



Deferred income taxes


8,327,000



(624,000
)


1,689,000Loss on sale/disposal of assets


1,571,033



920,078



397,238Non cash paid in kind interest expense


277,564



293,298



Amortization of deferred financing costs


746,846



319,344



319,344Changes in operating assets and liabilities:Accounts receivable


(32,190,557
)


494,371



(9,098,455
)Inventories


(5,718,968
)


(1,602,368
)


(279,275
)Prepaid expenses and other current assets


(1,707,584
)


164,632



(437,419
)Accounts payable


2,486,157



4,078,869



4,814,744Accrued liabilities


6,708,492



73,080



645,228Accrued taxes


6,254,100



(125,000
)


284,874Deferred revenue


4,000,000







Other


(589,092
)






(8,479
)NET CASH PROVIDED BY OPERATING ACTIVITIES


44,722,779



12,055,633



8,610,571CASH FLOWS FROM INVESTING ACTIVITIESPurchase of and deposits on property, plant and equipment


(44,472,780
)


(4,300,897
)


(21,526,076
)Proceeds from MEDCO Incentive










819,500Proceeds from sale/disposal of property, plant and equipment


654,931



47,292



33,840NET CASH USED IN INVESTING ACTIVITIES


(43,817,849
)


(4,253,605
)


(20,672,736
)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings (repayment) of revolving credit facilities, net


(34,500,000
)


(6,150,000
)


17,000,000Proceeds from long-term debt


75,887,850



2,000,000



Repayments of long-term debt


(36,919,529
)


(2,500,000
)


(5,000,000
)Repayments of capital lease obligations


(40,697
)


(82,873
)


(78,742
)Financing costs


(3,695,775
)






Proceeds from exercise of warrants


1,680







NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES


733,529



(6,732,873
)


11,921,258NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


1,638,459



1,069,155



(140,907
)CASH AND CASH EQUIVALENTS, beginning of year


1,178,275



109,120



250,027CASH AND CASH EQUIVALENTS, end of year

$
2,816,734


$
1,178,275


$
109,120SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the year for:Interest

$
5,795,578


$
4,094,823


$
6,168,715Income taxes (net of refunds received)

$
5,747,710


$
395,929


$
111,152    F-6




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2010, 2009 AND 2008
  Note 1 
    Nature of
    Business and Summary of Significant Accounting
    Policies  Organization of
    Business:
    Use of Estimates:
  Basis of Presentation:
  Principles of Consolidation:
  Cash and Cash Equivalents:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
  Inventories: (first-in,
 F-7




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property, Plant and
    Equipment:
      Goodwill, Intangible Assets and
    Amortization:
    Deferred Financing Costs:
  Year Ending December 31,2011

$
1,165,2082012


1,165,2082013


859,799$
3,190,215   Impairment of Long-Lived
    Assets:
 F-8




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue Recognition:
  Hydraulic Fracturing Revenue. agreed-upon
  Coiled Tubing and Pressure Pumping
    Revenue.
  Materials Consumed While Performing
    Services.
  Share-Based Compensation: Share-Based
    Compensation
  Income Taxes:
 F-9




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Income Taxes
  Fair Value of Financial
    Instruments:
  Earnings per Share:
 F-10




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008Numerator:Net income (loss) attributed to common shareholders

$
32,272,067


$
(2,429,879
)

$
1,121,005Denominator:Weighted average common shares outstanding


46,351,853



46,322,850



46,322,850Effect of potentially dilutive common shares:Warrants and stock options


1,498,875







280,966Weighted average common shares outstanding and assumed
    conversions


47,850,728



46,322,850



46,603,816Income (loss) per common share:Basic

$
0.70


$
(0.05
)

$
0.02Diluted

$
0.67


$
(0.05
)

$
0.02Potentially dilutive securities excluded as anti-dilutive


243,146



254,381



26,019   Reclassifications:
  Recent Accounting
    Pronouncements:
   F-11




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 2 
    Property, Plant
    and Equipment    Estimated

December 31,Useful Lives

2010


2009Land

Indefinite

$
395,400


$
395,400Machinery and equipment

5-10 years


79,380,054



76,455,371Building and leasehold improvements

5-25 years


5,092,456



4,910,127Transportation equipment

5 years


4,773,372



2,375,368Office furniture, fixtures and equipment

5-10 years


1,004,764



839,62690,646,046



84,975,892Less: accumulated depreciation




(27,712,337
)


(19,571,456
)62,933,709



65,404,436Assets not yet placed in service




25,461,785



Property, plant and equipment, net



$
88,395,494


$
65,404,436   Note 3 
    Intangibles    Amortization

December 31,Period

2010


2009Trade name

15 years

$
3,675,000


$
3,675,000Customer relationship

8 years


6,591,000



6,591,00010,266,000



10,266,000Less: accumulated amortization




(4,498,183
)


(3,429,308
)Intangible assets, net



$
5,767,817


$
6,836,692       Year Ending December 31,2011

$
1,068,8752012


1,068,8752013


1,068,8752014


897,2342015


245,000Thereafter


1,418,958$
5,767,817  F-12




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 4 
    Long-Term Debt
    and Capital Lease Obligations    December 31,2010


2009Senior credit facility with a financial institution maturing on
    June 1, 2013 with maximum allowable indebtedness of
    $126,666,667; a principal installment of $3,333,333 paid on
    December 15, 2010, principal installments of $1,111,111 to
    be paid on January 1, 2011 and February 1, 2011 and
    then monthly in the amount of $2,500,000, with any remaining
    balance due at maturity; interest payable monthly at a variable
    interest rate determined from a pricing scale based on
    debt/EBITDA ratio, where the LIBOR floor is 1.5% (weighted
    average approximate rate of 5.0% at December 31,
    2010).

$
47,039,183


$
$25,000,000 subordinated term loan with a financial institution
    due in a lump sum on June 30, 2014; interest payable
    monthly, at a rate of LIBOR plus 13%, where the LIBOR floor is
    1.0% (14% at December 31, 2010).


25,000,000



$37,500,000 maximum credit facility with a bank, principal
    payable quarterly in varying amounts, due on January 31,
    2011, interest payable quarterly, at a rate of prime plus 4% or
    LIBOR plus 4%, where the LIBOR floor is 2.5%. This facility was
    closed in 2010.






37,500,000$35,000,000 term loan with a financial institution due on
    April 30, 2011; principal payable quarterly in varying
    amounts, due April 11, 2011; interest payable quarterly, at
    a rate of LIBOR plus 9.0%, where the LIBOR floor is 2.5%. The
    Company has the option to pay up to 4% of the interest in kind,
    thereby capitalizing accrued interest by increasing the
    outstanding principal. This loan was paid in full in 2010.






27,781,111$909,000 of subordinated promissory notes with a group of
    stockholders, due on October 1, 2012; interest payable
    quarterly, at a rate of prime plus 0.50%. The Company has the
    option to pay the interest in kind, thereby capitalizing accrued
    interest by increasing the outstanding principal. These notes
    were paid and closed in 2010.






914,539$1,000,000 of subordinated promissory notes with a financial
    institution due on October 1, 2012; interest payable
    quarterly, at a rate of prime plus 0.50%. The Company has the
    option to pay the interest in kind, thereby capitalizing accrued
    interest by increasing the outstanding principal. These notes
    were paid and closed in 2010.






914,539$182,000 of subordinated promissory notes with a stockholder due
    on October 1, 2012; interest payable quarterly, at a rate
    of prime plus 0.50%. The Company has the option to pay the
    interest in kind, thereby capitalizing accrued interest by
    increasing the outstanding principal. These notes were paid and
    closed in 2010.






183,109 F-13




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2010


2009Capital lease payable for 77 vehicle location units; interest at
    4.95%, due in monthly installments of $4,235 including interest
    through October 2010. This lease was paid in full in 2010.






38,012Capital lease payable for 55 vehicle location units; interest at
    4.95%, due in monthly installments of $3,025 including interest
    through January 2010. This lease was paid in full in 2010.






2,68572,039,183



67,333,995Less: amount maturing within one year


27,222,222



6,665,697Long-term debt and capital lease obligations

$
44,816,961


$
60,668,298             Year Ending December 31,2011

$
27,222,2222012


16,816,9612013


3,000,0002014


25,000,000$
72,039,183   Note 5 
    Derivative
    Liabilities  Derivatives and Hedging
 F-14




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      fixed-for-fixed
  fixed-for-fixed
  Fair Value of Derivative InstrumentsDerivative not Designated




As of


As ofas Hedging Instruments

Balance Sheet Location


December 31, 2010


December 31, 2009Equity contracts


Current liabilities


$



$
335,967Total





$



$
335,967     Year Ended December 31,2010


2009Location of


Amount of Loss


Amount of LossLoss Recognized in


Recognized in


Recognized inOperations on


Operations on


Operations onDerivative not Designated as
    Hedging Instruments

Derivative


Derivative


DerivativeEquity contracts


Interest expense


$
10,403,058


$
335,967Total





$
10,403,058


$
335,967  F-15




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##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 6 
    Fair Value of
    Financial Instruments      
    Level 1  Unadjusted quoted prices
    in active markets that are accessible at the measurement date
    for identical, unrestricted assets or liabilities.
    Level 2  Inputs other than quoted
    prices included within Level 1 that are observable for the
    asset or liability, either directly or indirectly, including
    quoted prices for similar assets or liabilities in active
    markets; quoted prices for identical or similar assets or
    liabilities in markets that are not active; inputs other than
    quoted prices that are observable for the asset or liability
    (e.g., interest rates); and inputs that are derived principally
    from or corroborated by observable market data by correlation or
    other means.
    Level 3 Inputs that are both
    significant to the fair value measurement and unobservable.
    Unobservable inputs reflect the Companys judgment about
    assumptions market participants would use in pricing the asset
    or liability estimated impact to quoted prices markets.      December 31, 2009Level 1


Level 2


Level 3


TotalWarrants

$



$



$
335,967


$
335,967Total Derivative Liabilities

$



$



$
335,967


$
335,967     and/or
 F-16




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Level 3Balance  January 1, 2009

$
Included in earnings as interest expense


(335,967
)Balance  December 31, 2009


(335,967
)Included in earnings as interest expense


(10,403,058
)Reclassified to APIC


10,739,025Balance  December 31, 2010

$
     Note 7 
    Income
    Taxes    Year Ended December 31,2010


2009


2008Current provision:Federal

$
10,502,000


$



$
30State


1,539,910



238,000



395,996Total current provision


12,041,910



238,000



396,026Deferred (benefit) provision:Federal


8,327,000



(624,000
)


1,689,000Total deferred (benefit) provision


8,327,000



(624,000
)


1,689,000Provision (benefit) for income taxes

$
20,368,910


$
(386,000
)

$
2,085,026     2010


2009


2008Federal statutory rate


35.0
%


34.0
%


34.0
%State income taxes, net of federal benefit


2.9
%


(8.5
)%


12.4
%Non-deductible amortization expense on intangibles


0.0
%


(11.9
)%


11.3
%Permanent difference on MEDCO incentive proceeds


0.0
%


0.0
%


7.3
%Other


0.8
%


0.1
%


0.0
%Effective income tax rate


38.7
%


13.7
%


65.0
%  F-17




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009Deferred tax assets  short-term

$
265,000


$
167,000Deferred tax liabilities  long-term


(12,058,000
)


(3,633,000
)Total

$
(11,793,000
)

$
(3,466,000
)       December 31,2010


2009Deferred tax assets:Compensation

$
655,000


$
421,000Allowance for doubtful accounts


178,000



106,000Inventory reserves


13,000



13,000Accruals


73,000



48,000Net operating losses






5,525,000Contribution Carryover






73,000Total gross deferred tax assets


919,000



6,186,000Valuation allowance






Total gross deferred tax assets


919,000



6,186,000Deferred tax liabilities:Depreciation on property, plant and equipment


(9,429,000
)


(7,056,000
)Amortization of goodwill


(3,283,000
)


(2,596,000
)Total gross deferred tax liabilities


(12,712,000
)


(9,652,000
)Net deferred tax liabilities

$
(11,793,000
)

$
(3,466,000
)   Note 8 
    Employee Benefit
    Plan    Note 9 
    Share-Based
    Compensation   F-18




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
  2010

2009

2008Expected volatility


75
%


*



65
%Expected dividends


None



*



NoneExercise price

$
10.00



*


$
1.43Expected term (in years)


6.00



*



6.25Risk-free rate


2.1
%


*



1.87
%      *
    
    There were no options granted during the year ended
    December 31, 2009. F-19




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     WeightedAverageWeighted


Remaining


AggregateAverage


Contractual


IntrinsicShares


Exercise Price


Life


Value(In years)Outstanding at January 1, 2010


1,872,318


$
1.43Granted


3,359,936



10.00Exercised






Forfeited






Outstanding at December 31, 2010


5,232,254


$
6.93



8.61


$
16,048,387Exercisable at December 31, 2010


1,907,318


$
1.59



6.21


$
16,048,387       Note 10 
    Related Party
    Transactions      Note 11 
    Concentration of
    Credit Risk   F-20




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 12 
    Commitments and
    Contingencies    take-or-pay
      Year Ending December 31,2011

$
4,722,0052012


5,191,6972013


5,195,0022014


3,337,5462015


656,298Thereafter


646,688$
19,749,236   Note 13 
    Medco
    Incentive   F-21




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 14 
    Segment
    Reporting  Segment Reporting,
  Note 15 
    Revenue by
    Service Line    Years Ended December 31,Service Line

2010


2009


2008Hydraulic fracturing

$
182,656,660


$
38,105,115


$
27,469,893Coiled tubing


50,592,310



23,349,211



26,800,494Pressure pumping


10,908,245



5,575,643



8,170,851Total revenue

$
244,157,215


$
67,029,969


$
62,441,238   Note 16 
    Subsequent
    Events   F-22




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2011


2010(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents

$
2,055,769


$
2,816,734Accounts receivable, net of allowance for doubtful accounts of
    $576,717 and $509,717, respectively


71,768,797



44,354,381Inventories, net


14,459,096



8,181,903Prepaid expenses and other current assets


4,654,215



3,767,614Deferred tax assets


312,000



265,000TOTAL CURRENT ASSETS


93,249,877



59,385,632PROPERTY, PLANT AND EQUIPMENT, net


117,276,855



88,395,494OTHER ASSETSGoodwill


60,338,653



60,338,653Intangible assets, net of accumulated amortization of $4,765,402
    and $4,498,183


5,500,598



5,767,817Deposits on equipment under construction


5,432,128



8,413,009Deferred financing costs, net of accumulated amortization of
    $796,862 and $505,560, respectively


2,961,913



3,190,215Other


597,571



597,571TOTAL OTHER ASSETS


74,830,863



78,307,265TOTAL ASSETS

$
285,357,595


$
226,088,391LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIESAccounts payable

$
26,651,631


$
13,084,316Current portion of long-term debt and capital leases


30,000,000



27,222,222Accrued expenses


6,190,575



8,179,351Accrued taxes


6,012,005



6,525,100Deferred revenue


33,000



4,033,000TOTAL CURRENT LIABILITIES


68,887,211



59,043,989LONG-TERM DEBT


49,066,962



44,816,961DEFERRED TAX LIABILITIES


25,940,000



12,058,000OTHER LONG-TERM LIABILITIES


800,401



723,250TOTAL LIABILITIES


144,694,574



116,642,200COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITYCommon stock, par value of $.01, 100,000,000 shares
    authorized, 47,499,074 issued and outstanding


474,991



474,991Additional paid-in capital


80,420,248



78,288,578Retained earnings


59,767,782



30,682,622TOTAL SHAREHOLDERS EQUITY


140,663,021



109,446,191TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
285,357,595


$
226,088,391    F-23




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED STATEMENTS OF
    OPERATIONS (UNAUDITED)
  Three Months Ended March 31,2011


2010REVENUE

$
127,204,077


$
32,636,448COST OF SALES


70,048,019



23,176,216GROSS PROFIT


57,156,058



9,460,232SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


8,824,907



2,867,163GAIN ON DISPOSAL OF ASSETS


(89,612
)


(16,197
)OPERATING INCOME


48,420,763



6,609,266OTHER INCOME (EXPENSE)Interest income


591



179Interest expense


(1,958,667
)


(2,997,689
)Lender fees


(25,000
)


(53,250
)Other income


13,000



101,515Other expense






(1,146
)TOTAL OTHER EXPENSE


(1,970,076
)


(2,950,391
)INCOME BEFORE INCOME TAXES


46,450,687



3,658,875PROVISION FOR INCOME TAXES


17,365,527



1,415,766NET INCOME

$
29,085,160


$
2,243,109INCOME PER COMMON SHARE:Basic

$
0.61


$
0.05Diluted

$
0.60


$
0.05WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic


47,499,074



46,322,850Diluted


48,696,969



46,836,469    F-24




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED STATEMENTS OF CHANGES IN
    SHAREHOLDERS EQUITY
  Additional





TotalCommon Stock


Paid-In


Retained


ShareholdersShares


Amount


Capital


Earnings


EquityBalance at December 31, 2009


46,322,850


$
463,229


$
66,925,222


$
(1,589,445
)

$
65,799,006Exercise of warrants


1,176,224



11,762



10,728,943







10,740,705Share-based compensation expense










634,413







634,413Net income














32,272,067



32,272,067Balance at December 31, 2010


47,499,074



474,991



78,288,578



30,682,622



109,446,191Share-based compensation expense*










2,131,670







2,131,670Net income*














29,085,160



29,085,160Balance at March 31, 2011*


47,499,074


$
474,991


$
80,420,248


$
59,767,782


$
140,663,021    *
    
    Unaudited   F-25




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  CONSOLIDATED STATEMENTS OF
    CASH FLOWS (UNAUDITED)
  Three Months Ended March 31,2011


2010CASH FLOWS FROM OPERATING ACTIVITIESNet income

$
29,085,160


$
2,243,109Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation expense


3,335,589



2,249,772Amortization expense


267,219



267,218Provision for doubtful accounts receivable, net of write-offs


67,500



12,500Share-based compensation expense


2,131,670



32,650Loss on change in fair value of warrant liability






1,475,714Deferred income taxes


13,835,000



150,460Gain on disposal of assets


(89,612
)


(16,197
)Non cash paid in kind interest expense






277,564Amortization of deferred financing costs


291,302



79,836Changes in operating assets and liabilities:Accounts receivable


(27,481,916
)


(6,322,053
)Inventories


(6,277,193
)


515,114Prepaid expenses and other current assets


(2,599,425
)


38,729Accounts payable


13,567,315



1,538,155Accrued liabilities


(1,988,776
)


(721,680
)Accrued taxes


(513,095
)


1,265,306Deferred revenue


(4,000,000
)


Other


85,401



NET CASH PROVIDED BY OPERATING ACTIVITIES


19,716,139



3,086,197CASH FLOWS FROM INVESTING ACTIVITIESPurchase of and deposits on property, plant and equipment


(29,784,282
)


(2,514,940
)Proceeds from disposal of property, plant and equipment


2,342,399



24,561NET CASH USED IN INVESTING ACTIVITIES


(27,441,883
)


(2,490,379
)CASH FLOWS FROM FINANCING ACTIVITIESRepayment of revolving credit facilities


(1,000,000
)


(1,000,000
)Proceeds from long-term debt


12,750,001



Repayments of long-term debt


(4,722,222
)


(625,000
)Repayments of capital lease obligations






(14,969
)Financing costs


(63,000
)


NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES


6,964,779



(1,639,969
)NET DECREASE IN CASH AND CASH EQUIVALENTS


(760,965
)


(1,044,151
)CASH AND CASH EQUIVALENTS, beginning of period


2,816,734



1,178,275CASH AND CASH EQUIVALENTS, end of period

$
2,055,769


$
134,124SUPPLEMENTAL CASH FLOW INFORMATIONCash paid during the period for:Interest

$
1,087,352


$
818,695Income taxes (net of refunds received)

$
4,037,068


$
    F-26




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Note
    1  Nature of Business and Summary of Significant
    Accounting Policies
  Organization of
    Business:
    Basis of Presentation:
  Principles of Consolidation:
  Use of Estimates:
  Accounts Receivable and Allowance for Doubtful
    Accounts:
  Inventories: (first-in,
 F-27




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Property, Plant and
    Equipment:
      Goodwill, Intangible Assets and
    Amortization:
  Revenue Recognition:
  Hydraulic Fracturing Revenue. agreed-upon
  Coiled Tubing and Pressure Pumping
    Revenue.
  Materials Consumed While Performing
    Services.
 F-28




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Share-Based Compensation: Share-Based
    Compensation
  Fair Value of Financial
    Instruments:
  Income Taxes:
      Earnings per Share:
 F-29




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Three Months Ended March 31,2011


2010Numerator:Net income attributed to common shareholders

$
29,085,160


$
2,243,109Denominator:Weighted average common shares outstanding


47,499,074



46,322,850Effect of potentially dilutive common shares:Warrants and stock options


1,197,895



513,619Weighted average common shares outstanding and assumed
    conversions


48,696,969



46,836,469Income per common share:Basic

$
0.61


$
0.05Diluted

$
0.60


$
0.05Potentially dilutive securities excluded as anti-dilutive


3,648,180



647,318   Recent Accounting
    Pronouncements: No. 2010-09, 2010-29). 2010-29 2010-29
 F-30




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Note
    2  Long-Term Debt
    March 31,


December 31,2011


2010Senior credit facility with a financial institution maturing on
    June 1, 2013 with maximum allowable indebtedness of
    $126,666,667; with principal installments of $2,500,000 to be
    paid monthly with any remaining balance due at maturity;
    interest payable monthly at a variable interest rate determined
    from a pricing scale based on debt/EBITDA ratio, where the LIBOR
    floor is 1.5% (weighted average approximate rate of 5.3% at
    March 31, 2011)

$
54,066,962


$
47,039,183$25,000,000 subordinated term loan with a financial institution
    due in a lump sum on June 30, 2014; interest payable
    monthly, at a rate of LIBOR plus 13%, where the LIBOR floor is
    1.0% (14.0% at March 31, 2011)


25,000,000



25,000,00079,066,962



72,039,183Less: amount maturing within one year


30,000,000



27,222,222Long-term debt

$
49,066,962


$
44,816,961   Subsequent Events
  Note
    3  Derivative Liabilities
  Derivatives and Hedging
     F-31




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  fixed-for-fixed
  fixed-for-fixed
    Three Months Ended March 31,2011


2010Location of

Amount of Loss


Amount of LossLoss Recognized in

Recognized in


Recognized inDerivative not Designated as

Operations on

Operations on


Operations onHedging Instruments

Derivative

Derivative


DerivativeEquity contracts

Interest expense

$



$
1,475,714Total



$



$
1,475,714   Note
    4  Fair Value of Financial Instruments
      
    Level 1  Unadjusted quoted prices
    in active markets that are accessible at the measurement date
    for identical, unrestricted assets or liabilities.
    Level 2  Inputs other than quoted
    prices included within Level 1 that are observable for the
    asset or liability, either directly or indirectly, including
    quoted prices for similar assets or liabilities in active
    markets; quoted prices for identical or similar assets or
    liabilities in markets that are not active; inputs other than
    quoted prices that are observable for the asset or liability
    (e.g., interest rates); and inputs that are derived principally
    from or corroborated by observable market data by correlation or
    other means. F-32




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
   
    Level 3  Inputs that are both
    significant to the fair value measurement and unobservable.
    Unobservable inputs reflect the Companys judgment about
    assumptions market participants would use in pricing the asset
    or liability estimated impact to quoted prices markets.    Derivative
    Liabilities
  and/or
      Level 3Balance  December 31, 2009

$
(335,967
)Included in earnings as interest expense


(1,475,714
)Balance  March 31, 2010

$
(1,811,681
)     Note
    5  Share-Based Compensation
     F-33




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    and/or
        Note
    6  Concentration of Credit Risk
    Note
    7  Commitments and Contingencies
  take-or-pay
    Note
    8  Subsequent Events
     F-34




---



##### Table of Contents



C&J ENERGY
    SERVICES, INC. AND SUBSIDIARY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
     
   
 F-35




---



##### Table of Contents



11,500,000 Shares
 
   
   C&J Energy Services,
    Inc.
   Common Stock
     PROSPECTUS
      Joint Book-Running
    Managers
  Goldman, Sachs & Co.
 J.P. Morgan
 Citi
   Co-Managers
  Wells Fargo Securities
 Simmons & Company International
 Tudor, Pickering, Holt & Co.




---



##### Table of Contents



Part II
  INFORMATION NOT
    REQUIRED IN PROSPECTUS
  Item 13.
    Other Expenses
    of Issuance and Distribution    
 SEC Registration Fee

$
42,992FINRA Filing Fee


37,530NYSE Listing Fee


150,000Accountants Fees and Expenses


200,000Legal Fees and Expenses


1,375,000Printing and Engraving Expenses


600,000Transfer Agent and Registrar Fees


10,000Miscellaneous


584,478Total

$
3,000,000  
  Item 14.
    Indemnification
    of Directors and Officers    
    for any breach of their duty of loyalty to us or our
    stockholders;
    for acts or omissions not in good faith or which involve
    intentional misconduct or a knowing violation of law;
    for unlawful payment of dividend or unlawful stock repurchase or
    redemption, as provided under Section 174 of the
    DGCL; or
    for any transaction from which the director derived an improper
    personal benefit.     II-1




---



##### Table of Contents



Item 15.
    Recent Sales
    of Unregistered Securities      Item 16.
    Exhibits    
 ExhibitNumber

Description1
.1

Form of Underwriting Agreement**3
.1

Amended and Restated Certificate of Incorporation of C&J
    Energy Services, Inc.**3
.2

Amended and Restated Bylaws of C&J Energy Services, Inc.**4
.1

Form of Stock Certificate5
.1

Opinion of Vinson & Elkins L.L.P. as to the legality of the
    securities being registered**10
.1

C&J Energy Services, Inc. 2006 Stock Option Plan, adopted
    by the Board of Directors and approved by the Shareholders on
    October 16, 2006**10
.2

Amendment to the C&J Energy Services, Inc. 2006 Stock
    Option Plan, dated December 23, 2010**10
.3

C&J Energy Services, Inc. 2010 Stock Option Plan, adopted
    by the Board of Directors and approved by the Shareholders on
    December 15, 2010**10
.4

Master Operating Lease dated July 14, 2010, between BB&T
    Equipment Finance Corporation, the C&J Spec-Rent Services,
    Inc. and C&J Energy Services, Inc., as amended,
    supplemented and modified from time to time, and the related
    Equipment Schedules (as defined therein) 
 II-2




---



##### Table of Contents



ExhibitNumber

Description**10
.5

Master Operating Lease Agreement dated as of July 21, 2010,
    between AIG Commercial Equipment Finance, Inc., and C&J
    Spec-Rent Services, Inc. and C&J Energy Services, Inc., as
    amended, supplemented and modified from time to time, and the
    related Equipment Schedules (as defined therein)**10
.6

Rider 1 dated as of July 21, 2010 to Master Operating Lease
    Agreement dated as of July 21, 2010, between AIG Commercial
    Equipment Finance, Inc., and C&J Spec-Rent Services, Inc.
    and C&J Energy Services, Inc., as amended, supplemented and
    modified from time to time, and the related Equipment Schedules
    (as defined in the Master Operating Lease Agreement)**10
.7

Amended and Restated Employment Agreement effective December 23,
    2010 between C&J Energy Services, Inc. and Joshua E.
    Comstock**10
.8

Amended and Restated Employment Agreement effective December 23,
    2010 between C&J Energy Services, Inc. and Randall C.
    McMullen, Jr.**10
.9

Amended and Restated Employment Agreement effective December 23,
    2010 between C&J Energy Services, Inc. and Bretton W.
    Barrier**10
.10

Employment Agreement effective February 1, 2011 between C&J
    Energy Services, Inc. and Theodore R. Moore**10
.11

Joshua E. Comstock Non-Statutory Stock Option Agreement, dated
    December 23, 2010**10
.12

Randall C. McMullen, Jr. Non-Statutory Stock Option Agreement,
    dated December 23, 2010**10
.13

Bretton W. Barrier Non-Statutory Stock Option Agreement, dated
    December 23, 2010**10
.14

Theodore R. Moore Non-Statutory Stock Option Agreement, dated
    February 1, 2011**10
.15

Amended and Restated Stockholders Agreement of C&J Energy
    Services, Inc. dated as of December 23, 2010**10
.16

First Amendment to the Amended and Restated Stockholders
    Agreement of C&J Energy Services, Inc. dated as of
    May 12, 2011**10
.17

Registration Rights Agreement, dated December 23, 2010, among
    C&J Energy Services, Inc., certain of our stockholders and
    FBR Capital Markets & Co.**10
.18

Credit Agreement, dated as of April 19, 2011, among C&J
    Energy Services, Inc. as Borrower, Bank of America, N.A. as
    Administrative Agent, Swing Line Lender and L/C Issuer, Comerica
    Bank as L/C Issuer and Syndication Agent, Wells Fargo Bank,
    National Association as Documentation Agent, and the Other
    Lenders party thereto10
.19

Second Amendment to Amended and Restated Stockholders Agreement
    of C&J Energy Services, Inc. dated July 14, 2011**16
.1

Letter from Flackman Goodman & Proctor, P.A., dated March
    30, 2011**21
.1

List of Subsidiaries of C&J Energy Services, Inc.23
.1

Consent of UHY LLP23
.2

Consent of Vinson & Elkins L.L.P. (included as part of
    Exhibit 5.1 hereto)**24
.1

Power of Attorney  
   
 **
    
    Previously filed. 
  
    
    Management contract or compensatory plan or arrangement.  Item 17.
    Undertakings     II-3




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##### Table of Contents



II-4




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##### Table of Contents



SIGNATURES
 
   
    By:
    /s/  Joshua
    E. Comstock       
 Signatures

Title

Date/s/  Joshua
    E. ComstockJoshua
    E. Comstock

Chief Executive Officer, President and Chairman of the Board of
    Directors (principal executive officer)

July 18, 2011/s/  Randall
    C. McMullen, Jr.Randall
    C. McMullen, Jr.

Executive Vice President, Chief Financial Officer, Treasurer and
    Director (principal financial officer)

July 18, 2011/s/  Mark
    C. CashiolaMark
    C. Cashiola

Corporate Controller
    (principal accounting officer)

July 18, 2011*Darren
    M. Friedman

Director

July 18, 2011*James
    P. Benson

Director

July 18, 2011*Michael
    Roemer

Director

July 18, 2011*H.
    H. Tripp Wommack, III

Director

July 18, 2011*C.
    James Stewart, III

Director

July 18, 2011  
  *By:
    /s/  Randall
    C. McMullen, Jr.   
 II-5




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##### Table of Contents



INDEX TO
    EXHIBITS
  
 ExhibitNumber

Description1
.1

Form of Underwriting Agreement**3
.1

Amended and Restated Certificate of Incorporation of C&J
    Energy Services, Inc.**3
.2

Amended and Restated Bylaws of C&J Energy Services, Inc.**4
.1

Form of Stock Certificate5
.1

Opinion of Vinson & Elkins L.L.P. as to the legality of the
    securities being registered**10
.1

C&J Energy Services, Inc. 2006 Stock Option Plan, adopted
    by the Board of Directors and approved by the Shareholders on
    October 16, 2006**10
.2

Amendment to the C&J Energy Services, Inc. 2006 Stock
    Option Plan, dated December 23, 2010**10
.3

C&J Energy Services, Inc. 2010 Stock Option Plan, adopted
    by the Board of Directors and approved by the Shareholders on
    December 15, 2010**10
.4

Master Operating Lease dated July 14, 2010, between BB&T
    Equipment Finance Corporation, the C&J Spec-Rent Services,
    Inc. and C&J Energy Services, Inc., as amended,
    supplemented and modified from time to time, and the related
    Equipment Schedules (as defined therein)**10
.5

Master Operating Lease Agreement dated as of July 21, 2010,
    between AIG Commercial Equipment Finance, Inc., and C&J
    Spec-Rent Services, Inc. and C&J Energy Services, Inc., as
    amended, supplemented and modified from time to time, and the
    related Equipment Schedules (as defined therein)**10
.6

Rider 1 dated as of July 21, 2010 to Master Operating Lease
    Agreement dated as of July 21, 2010, between AIG Commercial
    Equipment Finance, Inc., and C&J Spec-Rent Services, Inc.
    and C&J Energy Services, Inc., as amended, supplemented and
    modified from time to time, and the related Equipment Schedules
    (as defined in the Master Operating Lease Agreement)**10
.7

Amended and Restated Employment Agreement effective December 23,
    2010 between C&J Energy Services, Inc. and Joshua E.
    Comstock**10
.8

Amended and Restated Employment Agreement effective December 23,
    2010 between C&J Energy Services, Inc. and Randall C.
    McMullen, Jr.**10
.9

Amended and Restated Employment Agreement effective December 23,
    2010 between C&J Energy Services, Inc. and Bretton W.
    Barrier**10
.10

Employment Agreement effective February 1, 2011 between C&J
    Energy Services, Inc. and Theodore R. Moore**10
.11

Joshua E. Comstock Non-Statutory Stock Option Agreement, dated
    December 23, 2010**10
.12

Randall C. McMullen, Jr. Non-Statutory Stock Option Agreement,
    dated December 23, 2010**10
.13

Bretton W. Barrier Non-Statutory Stock Option Agreement, dated
    December 23, 2010**10
.14

Theodore R. Moore Non-Statutory Stock Option Agreement, dated
    February 1, 2011**10
.15

Amended and Restated Stockholders Agreement of C&J Energy
    Services, Inc. dated as of December 23, 2010**10
.16

First Amendment to the Amended and Restated Stockholders
    Agreement of C&J Energy Services, Inc. dated as of
    May 12, 2011**10
.17

Registration Rights Agreement, dated December 23, 2010, among
    C&J Energy Services, Inc., certain of our stockholders and
    FBR Capital Markets & Co.**10
.18

Credit Agreement, dated as of April 19, 2011, among C&J
    Energy Services, Inc. as Borrower, Bank of America, N.A. as
    Administrative Agent, Swing Line Lender and L/C Issuer, Comerica
    Bank as L/C Issuer and Syndication Agent, Wells Fargo Bank,
    National Association as Documentation Agent, and the Other
    Lenders party thereto10
.19

Second Amendment to Amended and Restated Stockholders Agreement
    of C&J Energy Services, Inc. dated July 14, 2011




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##### Table of Contents



ExhibitNumber

Description**16
.1

Letter from Flackman Goodman & Proctor, P.A., dated March
    30, 2011**21
.1

List of Subsidiaries of C&J Energy Services, Inc.23
.1

Consent of UHY LLP23
.2

Consent of Vinson & Elkins L.L.P. (included as part of
    Exhibit 5.1 hereto)**24
.1

Power of Attorney  
   
 **
    
    Previously filed. 
  
    
    Management contract or compensatory plan or arrangement.