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CUSIP
No. N/A
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SCHEDULE 13G
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Page 8
of 12 Pages
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Item 1.
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(a) Name of Issuer
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Emerge Energy Services LP
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Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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6500
West Freeway, Suite 800
Fort
Worth, TX 76116
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Item 2.
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(a) Names of Person Filing:
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Oak Hill Advisors, L.P.
OHA Emerge Equity BL, LLC
OHA
(UK) LLP
Oak Hill Advisors GenPar, L.P.
Oak Hill Advisors MGP, Inc.
Glenn R. August
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Item 2.
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( b) Address
of
Principal
Business Office:
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The principal office of each reporting person other than
OHA (UK) LLP is:
1114 Avenue of the Americas, 27th Floor
New York, NY 10036
The principal business office of OHA (UK) LLP is:
45 Pall Mall, 4th Floor
London, England SW1Y 5JG
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Item 2.
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( c) Citizenship:
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Oak Hill Advisors, L.P. and Oak Hill Advisors GenPar, L.P. are Delaware limited partnerships.
OHA Emerge Equity BL, LLC is a Delaware limited liability company.
OHA
(UK) LLP is a United Kingdom limited liability partnership.
Oak
Hill Advisors MGP, Inc. is a Delaware corporation.
Glenn R. August is a United States citizen.
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Item 2.
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(d) Title of Class of Securities
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Ordinary shares, $.001 par value per share (the “Common Stock”)
N/A
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CUSIP No. N/A
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SCHEDULE 13G
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Page 9
of 12 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. N/A
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SCHEDULE 13G
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Page
10 of 12 Pages
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Item
4. Ownership
The
amount beneficially owned by each Reporting Person is determined based on 123,941,380 shares of Common Stock
outstanding as of December 30, 2019, as the Issuer reported in its Form 8-K filed with the SEC on December 30, 2019.
Oak Hill Advisors, L.P. ("OHA")
OHA is an advisor to client accounts (directly or indirectly through a subsidiary) which own, in the aggregate, 28,823,577 shares of Common Stock which represents approximately 23.26% of the issued and outstanding shares of Common Stock. As an advisor to the client accounts, OHA may be deemed to beneficially own the shares of Common Stock owned by the client accounts. As an advisor to the client accounts, OHA may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock owned by the client accounts.
OHA Emerge Equity BL, LLC ("OHA Emerge Equity BL")
OHA Emerge Equity BL is a special purpose investment vehicle wholly owned by client accounts. The vehicle owns, in the aggregate, 20,061,209 shares of Common Stock which represents approximately 16.19% of the issued and outstanding shares of Common Stock. As a vehicle for the client accounts, OHA Emerge Equity BL may be deemed to beneficially own the shares of Common Stock owned by the client accounts. As a vehicle for the client accounts, OHA Emerge Equity BL may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock owned by the client accounts.
OHA (UK) LLP ("OHA UK")
OHA UK is an indirectly majority owned subsidiary of OHA. OHA UK is an advisor to certain client accounts which own, in the aggregate, 7,321,189 shares of Common Stock which represents approximately 5.91% of the issued and outstanding shares of Common Stock. As an advisor to the client accounts, OHA UK may be deemed to beneficially own the shares of Common Stock owned by the client accounts. As an advisor to the client accounts, OHA UK may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock owned by the client accounts.
Oak Hill Advisors GenPar, L.P. ("OHA GenPar")
OHA GenPar is the general partner of OHA. As the general partner of OHA, OHA GenPar may be deemed to beneficially own the shares of Common Stock beneficially owned by OHA. As the general partner of OHA, OHA GenPar may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Stock beneficially owned by OHA.
Oak Hill Advisors MGP, Inc. ("OHA MGP")
OHA MGP is the managing general partner of OHA GenPar. As the managing general partner of OHA GenPar, OHA MGP may be deemed to beneficially own the shares of Common Stock beneficially owned by OHA GenPar. As the managing general partner of OHA GenPar, OHA MGP may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Common Shares beneficially owned by OHA GenPar.
Mr. August
OHA, OHA Emerge Equity BL, OHA UK, OHA GenPar and OHA MGP are managed or otherwise controlled directly or indirectly by Mr. August.
Each reporting person disclaims beneficial ownership of all shares of the Common Stock in excess of his pecuniary interests, if any, and this report shall not be deemed an admission that any reporting person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
Not Applicable.
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CUSIP No. N/A
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SCHEDULE 13G
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Page
11 of 12 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 28, 2020