Select Energy Services Inc.
07/23/2021 | Press release | Distributed by Public on 07/23/2021 15:16
Amendment to Current Report (SEC Filing - 8-K/A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 12, 2021
SELECT ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38066 | 81-4561945 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1233 West Loop South, Suite 1400
Houston, TX77027
(Address of Principal Executive Offices)
(713) 235-9500
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) |
Name of each exchange on which registered |
| Class A common stock, $0.01 par value | WTTR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨Explanatory Note
This Current Report on Form 8-K/A (this 'Amendment') is being filed as an amendment to the Current Report on Form 8-K filed on July 15, 2021 (the 'Original Form 8-K'), by Select Energy Services, Inc. (the 'Company'), solely for the purpose of providing inadvertently omitted information under Item 3.02. This Amendment does not amend or modify the Original Form 8-K in any other respect.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On July 9, 2021, the Company completed the acquisition of Complete Energy Services, Inc. ('Complete'), an operating subsidiary of Superior Energy Services, Inc. ('Superior'), for consideration of 3.6 million shares of the Company's Class A common stock, par value $0.01 per share, and $14.2 million in cash, subject to standard post-closing adjustments, to Superior. The Company has acquired substantially all of the water-related assets and ongoing operations of Complete, including working capital. Superior will retain certain non-core and non-water-related assets that were part of Complete as part of the transaction. The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the 'Securities Act'), provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering. The Company's reliance upon Section 4(a)(2) of the Securities Act was based upon the following factors: (a) the issuance of the shares was an isolated private transaction by the Company which did not involve a public offering, (b) there was only one recipient and (c) representations from Superior to support such exemption, including with respect to Superior's status as an 'accredited investor' (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 23, 2021
| SELECT ENERGY SERVICES, INC. |
| By: | /s/ Adam R. Law | |
| Adam R. Law | ||
| Senior Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer |