CJ 2017 Annual Report

PART II 34 Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities Market Price of and Dividends on the Registrant’s Common Equity and Related Shareholder Matters Our common shares are traded on the NYSE under the symbol “CJ.” As of February 27, 2018, we had 68,465,637 common shares issued and outstanding, held by approximately 37 registered holders. The number of registered holders does not include holders that have common shares held for them in “street name,” meaning that the shares are held for their accounts by a broker or other nominee. In these instances, the brokers or other nominees are included in the number of registered holders, but the underlying holders of the common shares that hold such shares in “street name” are not. The following table sets forth the high and low sales prices of our common shares as reported by the NYSE for the periods indicated: High Low Period from March 6, 2017 to March 31, 2017 $ 41.00 $ 32.49 Quarter ended June 30, 2017 $ 37.49 $ 28.17 Quarter ended September 30, 2017 $ 35.07 $ 24.70 Quarter ended December 31, 2017 $ 35.07 $ 24.92 From March 6, 2017, through April 12, 2017, the Company’s common stock was traded on the NYSE MKT under the symbol “CJ.” Prior to March 6, 2017, the Company's common stock was not traded on a national securities exchange. On February 27, 2018, the last reported sales price of our common shares on the NYSE was $24.26 per share. We have not declared or paid any cash dividends on our common stock. We currently intend to retain all future earnings for the development and growth of our business, and we do not anticipate declaring or paying any cash dividends to holders of our common stock in the foreseeable future. Payments of dividends, if any, will be at the discretion of our Board and will depend on our results of operations, financial condition, capital requirements and other factors deemed relevant by our Board. Additionally, covenants contained in our Amended Credit Facility restrict the payment of cash dividends on our common stock. Please read Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Description of our Credit Agreement” in this Annual Report. Recent Sales of Unregistered Securities On October 25, 2017, the Company entered into the Merger Agreement, providing for the merger of Merger Sub with and into O-Tex, with O-Tex surviving the Merger, and immediately thereafter, the merger of O-Tex with and into another wholly owned direct subsidiary of the Company. On the Closing Date, each holder of O-Tex Shares (as defined above) had its O-Tex Shares (excluding any O- Tex Shares held in the treasury of O-Tex or held by us or Merger Sub immediately prior to the effective time of the Merger) converted into the right to receive such Stockholders’ pro rata portion of the Specified C&J Common Stock (as defined above). On the Closing Date, in connection with the completion of the Merger, we issued the Specified C&J Common Stock to the Stockholders as described above. The issuance of the Specified C&J Common Stock in the Merger was not registered under the Securities Act. These shares were issued in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. On December 22, 2017, we filed a registration statement entitling the O-Tex Stockholders to request that we register their Specified C&J Common Stock for sale under the Securities Act at various times and upon the terms and conditions set forth in the Merger Agreement. Rights Offering, Backstop Commitment Agreement On December 6, 2016, we entered into a backstop commitment agreement (the “Backstop Commitment Agreement”), pursuant to which certain holders of our unsecured indebtedness as of such date (the “Backstop Parties”) agreed to backstop a $200.0 million cash investment in us pursuant to a rights offering (the “Rights Offering”) conducted in accordance with the Restructuring Plan.