Select
Energy Services, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
81-4561945 |
(State
or other Jurisdiction
of Incorporation or Organization) |
|
(I.R.S.
Employer
Identification Number) |
|
|
|
1233 W. Loop South, Suite 1400
Houston, Texas 77027
(713) 235-9500 |
(Address,
including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) |
|
|
|
Adam R. Law
1233 W. Loop South, Suite 1400
Houston, Texas 77027
(713) 235-9500 |
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) |
Copies
to:
David P. Oelman
Stephen M. Gill
Vinson & Elkins L.L.P.
845 Texas Avenue, Suite 4700
Houston, Texas 77002
(713) 758-2222
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer ¨ |
Accelerated
filer x |
Non-accelerated
filer ¨ |
Smaller
reporting company ¨ |
|
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 7(a)(2)(B) of the Securities Act. ¨
Pursuant to Rule 429(a) under
the Securities Act of 1933, as amended, the prospectus contained in this Post-Effective Amendment No. 3 (this “Post-Effective
Amendment No. 3”) on Form S-3 to the registration statement on Form S-1 of the registrant declared effective on
March 30, 2022 (Registration No. 333-261726) is a combined prospectus including securities remaining unsold under the registration
statement on Form S-1 of the registrant declared effective on March 30, 2022 (Registration No. 333-259083). Pursuant to
Rule 429(b), upon effectiveness, this Post-Effective Amendment No. 3 will constitute Post-Effective Amendment No. 3 to
each of the registration statements referenced in the preceding sentence.
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, as amended, or until this registration statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
On
August 26, 2021, Select Energy Services, Inc. (the “Company,” “we,” “us,” or similar such
references) filed a registration statement on Form S-1 (Registration No. 333-259083) (the “First Registration Statement”),
which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 3, 2021. The First
Registration Statement registered the resale by the selling stockholder identified in the prospectus included therein of up to an aggregate
of 3,600,000 outstanding shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common
stock”).
On
December 17, 2021, we filed a registration statement on Form S-1 (Registration No. 333-261726) (the “Second Registration
Statement”), which was declared effective by the SEC on December 28, 2021. The Second Registration Statement registered the
resale by the selling stockholder identified in the prospectus included therein of up to an aggregate of 1,211,375 outstanding shares
of Class A common stock.
On
March 2, 2022, we filed post-effective amendment no. 1 on Form S-1 to (i) combine the prospectuses included in the First
Registration Statement and the Second Registration Statement (collectively, the “Registration Statements”), pursuant to Rule 429
under the Securities Act of 1933, as amended (the “Securities Act”); and (ii) include an updated prospectus relating
to the offering and sale of the Class A common stock that was registered for resale on the Registration Statements.
On
March 25, 2022 we filed post-effective amendment no. 2 on Form S-1 to (i) incorporate by reference information contained
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including portions of our Definitive Proxy Statement
on Schedule 14A for our 2022 annual meeting of stockholders specifically incorporated by reference therein and (ii) include an updated
prospectus relating to the offering and sale of the Class A common stock that was registered for resale on the Registration Statements,
which was declared effective by the SEC on March 30, 2022.
We
are filing this Post-Effective Amendment No. 3 to convert the Form S-1 into a registration statement on Form S-3, and it
contains an updated prospectus relating to the offering and sale of the shares of our Class A common stock that were registered for
resale on the Registration Statements. No additional securities are being registered under this Post-Effective Amendment No. 3. All
applicable registration fees were paid at the time of the original filings of the Registration Statements.
The information in this preliminary
prospectus is not complete and may be changed. These securities may not be sold until the Securities and Exchange Commission declares
our registration statement effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers
to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED AUGUST 12, 2022
PRELIMINARY
PROSPECTUS
Select Energy
Services, Inc.
2,422,932
Shares of Class A common stock
The
securities to be offered and sold using this prospectus are currently issued and outstanding shares of our Class A common stock.
These shares of Class A common stock may be offered and sold by the selling stockholder named in this prospectus or in any supplement
to this prospectus from time to time in accordance with the provisions set forth under “Plan of Distribution.”
The
selling stockholder may sell the shares of Class A common stock offered by this prospectus from time to time on any exchange on which
the shares of Class A common stock are listed on terms to be negotiated with buyers. It may also sell the shares of Class A
common stock in private sales or through dealers or agents. The selling stockholder may sell the shares of Class A common stock at
prevailing market prices or at prices negotiated with buyers. The selling stockholder will be responsible for any commissions due to brokers,
dealers or agents. We will be responsible for all other offering expenses. We will not receive any of the proceeds from the sale by the
selling stockholder of the shares of Class A common stock offered by this prospectus.
We are registering these
2,422,932 shares of our Class A common stock for sale by the selling stockholder named in the “Selling Stockholder” section
of this prospectus.
Our Class A common stock
is traded on the New York Stock Exchange under the symbol “WTTR.” The last reported sales price of our Class A common
stock on August 11, 2022 was $6.96 per share.
Our principal executive offices
are located at 1233 W. Loop South, Suite 1400, Houston, Texas 77027, and our telephone number at that address is (713) 235-9500.
You should carefully read
this prospectus, the documents incorporated by reference in this prospectus and any prospectus supplement before you invest. See “Risk Factors” beginning on page 2 of this prospectus for information on certain risks related to the purchase of our securities.
Neither the Securities
and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2022.
TABLE
OF CONTENTS
You should rely only on the information contained
in this prospectus, any prospectus supplement and the documents we have incorporated by reference. Neither we nor the selling stockholder
has authorized any dealer, salesperson or other person to provide you with additional or different information. If anyone provides you
with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement are not an offer
to sell or a solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to sell
or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation
in that jurisdiction. You should not assume that the information contained in this prospectus is accurate as of any date other than the
date on the front cover of this prospectus, or that the information contained in any document incorporated by reference is accurate as
of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any
sale of a security.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we have filed with the SEC pursuant to which the selling stockholder may offer and
sell up to an aggregate of 2,422,932 shares of our Class A common stock from time to time. This prospectus generally describes Select
Energy Services, Inc. and the Class A common stock that the selling stockholder may offer. Each time that a selling stockholder
offers and sells securities, such selling stockholder may provide a prospectus supplement to this prospectus, to the extent appropriate,
that contains specific information about the securities being offered and sold and the specific terms of that offering. We urge you to
carefully read this prospectus and any applicable prospectus supplement, together with the information incorporated herein by reference
as described under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being
offered. The selling stockholder may sell its shares of Class A common stock through any means described below under the heading
“Plan of Distribution.”
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Available
Information.”
AVAILABLE
INFORMATION
We
are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the
SEC are available to the public from commercial document retrieval services and at the SEC’s website at www.sec.gov.
Our
Class A common stock is listed and traded on The New York Stock Exchange (the “NYSE”). Our reports, proxy statements
and other information filed with the SEC can also be inspected and copied at the NYSE, 20 Broad Street, New York, New York 10005.
We
also make available free of charge on our website at www.selectenergy.com all of the documents that we file with the SEC as soon
as reasonably practicable after we electronically file such material with the SEC. Information contained on our website is not incorporated
by reference into this prospectus.
This
prospectus is part of a registration statement that we have filed with the SEC relating to the securities to be offered. This prospectus
does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules in
accordance with the rules and regulations of the SEC, and we refer you to the omitted information. The statements this prospectus
makes pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement necessarily
are summaries of their material provisions and do not describe all exceptions and qualifications contained in those contracts, agreements
or documents. You should read those contracts, agreements or documents for information that may be important to you. The registration
statement, exhibits and schedules are available through the SEC’s Internet website at www.sec.gov.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
the information we file with the SEC. This means that we can disclose important information to you without actually including the specific
information in this prospectus by referring you to other documents filed separately with the SEC. The information incorporated by reference
is an important part of this prospectus. You should not assume that the information contained in the documents incorporated by reference
in this prospectus or any supplement thereto is accurate as of any date other than the respective dates of those documents.
We
incorporate by reference the documents listed below, any documents we may file pursuant to the Securities Exchange Act of 1934 (the “Exchange
Act”) after the date of the filing of the registration statement of which this prospectus forms a part and prior to the effectiveness
of the registration statement and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, excluding any information furnished and not filed with the SEC, from the date of this prospectus until the termination of each offering
under this prospectus:
| · | our Annual Report on Form 10-K for the year ended December 31, 2021, including portions
of our Definitive Proxy Statement on Schedule 14A for our 2022 annual meeting of
stockholders specifically incorporated by reference therein; |
| | |
| · | our
Quarterly Reports on Form 10-Q for the three months ended March 31, 2022 and the
three months ended June 30, 2022; |
| | |
| · | our
Current Reports on Form 8-K filed on February 23, 2022, March 18, 2022 and May 10, 2022 (with respect to each of the foregoing, excluding any information
furnished pursuant to Item 2.02 or Item 7.01); and |
| | |
| · | the
description of our Class A common stock contained in our Form 8-A filed on April 18, 2017, including any amendment to that form or exhibit to our Annual Report
on Form 10-K that we have filed for the purpose of updating the description of our Class A
common stock. |
These
reports contain important information about us, our financial condition and our results of operations.
These documents
can be accessed free of charge on our website at www.selectenergy.com. Information on our website is not incorporated by reference
into this prospectus. You may request a copy of any document incorporated by reference in this prospectus, including the exhibits thereto,
at no cost, by writing or telephoning us at the following address or telephone number:
Select
Energy Services, Inc.
1233 W. Loop South, Suite 1400
Houston, Texas 77027
Phone: (713) 235-9500
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
information in this prospectus and the documents incorporated by reference herein includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical
fact included in this prospectus and the documents incorporated by reference herein regarding our strategy, future operations, financial
position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements.
When used in this prospectus and the documents incorporated by reference herein, the words “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” “preliminary,”
“forecast,” and similar expressions or variations are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about
future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors”
included in our most recent Annual Report on Form 10-K, in any subsequently filed Quarterly Reports on Form 10-Q and those set
forth from time to time in our other filings with the SEC, which are incorporated by reference herein, and the cautionary statements included
in this prospectus, any applicable prospectus supplement and the other documents incorporated by reference herein. These forward-looking
statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future
events.
Important
factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited
to, those summarized below:
| · | the severity and duration of world health events, including the novel coronavirus (“COVID-19”)
pandemic and its variants, and associated repercussions to supply and demand for oil and natural gas and the economy generally; |
| | |
| · | global economic distress resulting from sustained Russia-Ukraine war and related economic sanctions, which
may decrease demand for oil and demand for our services or contribute to volatility in the prices for oil and natural gas; |
| | |
| · | actions taken by the members of the Organization of the Petroleum Exporting Countries (“OPEC”)
and Russia (together with OPEC and other allied producing countries, “OPEC+”) with respect to oil production levels and announcements
of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with announced supply limitations; |
| | |
| · | actions taken by the Biden Administration or state governments, such as executive orders or new or expanded
regulations, that may negatively impact the future production of oil and natural gas in the United States or our customers’ access
to federal and state lands for oil and gas development operations, thereby reducing demand for our services in the affected areas; |
| | |
| · | the potential deterioration of our customers’ financial condition, including defaults resulting
from actual or potential insolvencies; |
| | |
| · | the level of capital spending and access to capital markets by oil and gas companies in response to changes
in commodity prices or reduced demand; |
| | |
| · | the ability to source certain raw materials and other critical components or manufactured products globally
on a timely basis from economically advantaged sources; |
| · | operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus,
including logistical challenges, measures taken to protect the health and well-being of our employees, remote work arrangements, performance
of contracts and supply chain disruptions; |
| | |
| · | any new or additional measures required by national, state or local governments to combat COVID-19, such
as a COVID-19 vaccine mandate, which if enacted, could reduce labor availability or add additional operational costs as we may experience
constraints on our workforce and the workforce of our supply chain, which could have a negative impact on our operations; |
| | |
| · | the degree to which consolidation among our customers may affect spending on U.S. drilling and completions; |
| | |
| · | trends and volatility in oil and gas prices, and our ability to manage through such volatility; |
| | |
| · | the impact of current and future laws, rulings and governmental regulations, including those related to
hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water, interstate freshwater transfer, chemicals,
carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling on federal lands and various other environmental
matters; |
| | |
| · | regional impacts to our business, including our key infrastructure assets within the Bakken, the Northern
Delaware portion of the Permian Basin, and the Haynesville; |
| | |
| · | capacity constraints on regional oil, natural gas and water gathering, processing and pipeline systems
that result in a slowdown or delay in drilling and completion activity, and thus a decrease in the demand for our services in our core
markets; |
| | |
| · | regulatory and related policy actions intended by federal, state and/or local governments to reduce fossil
fuel use and associated carbon emissions, or to drive the substitution of renewable forms of energy for oil and gas, may over time reduce
demand for oil and gas and therefore the demand for our services; |
| | |
| · | growing demand for electric vehicles that may result in reduced demand for gasoline and therefore the
demand for our services; |
| | |
| · | our ability to hire and retain key management and employees, including skilled labor; |
| | |
| · | our access to capital to fund expansions, acquisitions and our working capital needs and our ability to
obtain debt or equity financing on satisfactory terms; |
| | |
| · | our health, safety and environmental performance; |
| | |
| · | the impact of competition on our operations; |
| | |
| · | the degree to which our exploration and production customers may elect to operate their water-management
services in-house rather than source these services from companies like us; |
| | |
| · | our level of indebtedness and our ability to comply with covenants contained in our senior secured sustainability-linked
credit facility or future debt instruments; |
| | |
| · | delays or restrictions in obtaining permits by us or our customers; |
| | |
| · | constraints in supply or availability of equipment used in our business; |
| | |
| · | the impact of advances or changes in well-completion technologies or practices that result in reduced
demand for our services, either on a volumetric or time basis; |
| · | changes in global political or economic conditions, generally, and in the markets we serve, including
the rate of inflation and potential economic recession; |
| | |
| · | acts of terrorism, war or political or civil unrest in the U.S. or elsewhere; |
| | |
| · | accidents, weather, natural disasters or other events affecting our business; and |
| | |
| · | the other risks identified in this prospectus, any applicable prospectus supplement and the documents
incorporated by reference. |
These factors are not necessarily all of the important
factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown
or unpredictable factors also could have material adverse effects on our future results. Our future results will depend upon various other
risks and uncertainties, including those described elsewhere in this prospectus. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking
statements after the date they are made, whether as a result of new information, future events or otherwise. All forward-looking statements
attributable to us are qualified in their entirety by this cautionary note.
ABOUT
SELECT ENERGY SERVICES, INC.
Overview
We
are a leading provider of comprehensive water-management and chemical solutions to the oil and gas industry in the U.S. We also develop,
manufacture and deliver a full suite of chemical solutions for use in oil and gas well completion operations. As a leader in the water
solutions industry, we place the utmost importance on safe, environmentally responsible management of oilfield water throughout the lifecycle
of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the
environment in the communities in which we operate is paramount to our continued success. For additional information about our company,
please read the documents listed under “Incorporation of Certain Information by Reference.”
General
Corporate Information
Our principal executive offices are located at
1233 W. Loop, Houston, Texas 77027, and our telephone number at that address is (713) 235-9500. Our website address is www.selectenergy.com.
Information contained on our website does not constitute part of this prospectus.
RISK
FACTORS
An
investment in our securities involves a significant degree of risk. Before you invest in our securities you should carefully consider
those risk factors described under, but not limited to, the heading “Risk Factors” in our most recent Annual Report on Form 10-K
and any subsequently filed Quarterly Reports on Form 10-Q on file with the SEC, which are incorporated herein by reference, and those
risk factors that may be included in any applicable prospectus supplement, together with all of the other information included in this
prospectus, any prospectus supplement and the documents we incorporate by reference, in evaluating an investment in our securities. If
any of these risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected.
Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations
and financial condition. Please read “Cautionary Note Regarding Forward-Looking Statements.”
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the Class A common stock offered under this prospectus. Any proceeds from the sale
of Class A common stock under this prospectus will be received by the selling stockholder. We will pay all expenses related to this
offering, other than underwriting discounts and commissions related to the shares sold by the selling stockholder.
SELLING
STOCKHOLDER
The
selling stockholder named below may offer and sell from time to time in the future up to an aggregate of 2,422,932 shares of our Class A
common stock, par value $0.01 per share. The term “selling stockholder” includes each of the stockholders listed in the table
below and their pledgees, transferees or other successors-in-interest.
We
are registering these 2,422,932 shares of our Class A common stock for sale by the selling stockholder named below pursuant to (i) the
Securities Purchase and Sale Agreement (the “Securities Purchase Agreement”), dated July 9, 2021, by and among us, SES
Holdings, LLC, a Delaware limited liability company and direct subsidiary of us (“SES Holdings”), Superior Energy Services, Inc.,
a Delaware corporation (“Superior Energy”), and Complete Energy Services, Inc., a Delaware corporation (“Complete
Energy”), in connection with our acquisition of Complete Energy from Superior Energy (the “Complete Acquisition”) and
(ii) the Asset Purchase Agreement (the “HB Purchase Agreement”), dated December 3, 2021, by and among us, Peak Oilfield
Services, LLC (“Peak”), an indirect wholly-owned subsidiary of the Company, and H.B. Rentals, L.C. (“H.B. Rentals”),
an indirect wholly-owned subsidiary of Superior Energy, in connection with our acquisition of certain assets of H.B. Rentals (the “HB
Acquisition”).
The
following table sets forth information as of July 31, 2022, regarding the beneficial ownership of shares of our Class A common
stock held by the selling stockholder and the number of shares of our Class A common stock that may from time to time be offered
or sold pursuant to this prospectus. We have prepared the following table based on information given to us by, or on behalf of, the selling
stockholder on or before the date hereof with respect to the beneficial ownership of the shares of our common stock held by the selling
stockholder as of July 31, 2022. We have not independently verified this information.
Information
concerning the selling stockholder may change from time to time and any changed information will be set forth in supplements to this prospectus,
if and when necessary. The selling stockholder may offer all, some or none of their shares of Class A common stock. We cannot advise
you as to whether the selling stockholder will in fact sell any or all of such shares of Class A common stock. In addition, the selling
stockholder listed in the table below may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose
of, at any time and from time to time, shares of our Class A common stock in transactions exempt from the registration requirements
of the Securities Act after the date on which they provided the information set forth in the table below.
Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. The percentage of Class A common stock owned
by the selling stockholder, both before and after the offering, is based on 98,114,103 shares of Class A common stock outstanding
as of August 1, 2022. The information regarding shares beneficially owned after the offering assumes the sale of all shares offered
by the selling stockholder and that the selling stockholder does not acquire any additional shares. Information in the table below is
based on information filed with the SEC or obtained from the person named below.
| |
| | |
| | |
| | |
Percentage of Class A Common Stock Owned | |
Name of Selling Stockholder | |
Shares of Class A Common Stock Owned Prior to this Offering | | |
Number of Shares of Class A Common Stock Being Sold (Assuming All Shares Registered Hereunder are Sold) | | |
Shares of Class A Common Stock Owned After this Offering | | |
Before Offering | | |
After Offering (Assuming All Shares Registered Hereunder Are Sold) | |
SESI, L.L.C.(1) | |
| 2,422,932 | | |
| 2,422,932 | | |
| — | | |
| 2.5 | % | |
| — | |
Total | |
| 2,422,932 | | |
| 2,422,932 | | |
| — | | |
| 2.5 | % | |
| — | |
(1) | SESI,
L.L.C. is a majority-owned subsidiary of Superior Energy. Superior Energy has voting and investment control over the shares held by SESI,
L.L.C. and may be deemed to be the beneficial owner of such shares. The address of SESI, L.L.C. is 1001 Louisiana Street, Suite 2900,
Houston, Texas 77002. |
ERISA
CONSIDERATIONS
The
following is a summary of certain considerations associated with the acquisition and holding of shares of Class A common stock by
employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Internal Revenue Code of 1986,
as amended, (the “Code”) or employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA),
certain church plans (as defined in Section 3(33) of ERISA), non-U.S. plans (as described in Section 4(b)(4) of ERISA)
or other plans that are not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and
entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a
“Plan”).
This
summary is based on the provisions of ERISA and the Code (and related regulations and administrative and judicial interpretations) as
of the date of this registration statement. This summary does not purport to be complete, and no assurance can be given that future legislation,
court decisions, regulations, rulings or pronouncements will not significantly modify the requirements summarized below. Any of these
changes may be retroactive and may thereby apply to transactions entered into prior to the date of their enactment or release. This discussion
is general in nature and is not intended to be all inclusive, nor should it be construed as investment or legal advice.
General
Fiduciary Matters
ERISA
and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code
(an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested
parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of an ERISA
Plan or the management or disposition of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation
to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.
In
considering an investment in shares of Class A common stock with a portion of the assets of any Plan, a fiduciary should consider
the Plan’s particular circumstances and all of the facts and circumstances of the investment and determine whether the acquisition
and holding of shares of Class A common stock is in accordance with the documents and instruments governing the Plan and the applicable
provisions of ERISA, the Code, or any Similar Law relating to the fiduciary’s duties to the Plan, including, without limitation:
| · | whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable
Similar Laws; |
| | |
| · | whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of
ERISA and any other applicable Similar Laws; |
| | |
| · | whether the investment is permitted under the terms of the applicable documents governing the Plan; |
| | |
| · | whether the acquisition or holding of the shares of Class A common stock will constitute a “prohibited
transaction” under Section 406 of ERISA or Section 4975 of the Code (please see discussion under “— Prohibited
Transaction Issues” below); and |
| · | whether the Plan will be considered to hold, as plan assets, (i) only shares of Class A common
stock or (ii) an undivided interest in our underlying assets (please see the discussion under “— Plan Asset Issues”
below). |
Prohibited
Transaction Issues
Section 406
of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons
or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the
meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in
a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition,
the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to excise taxes, penalties and
liabilities under ERISA and the Code. The acquisition and/or holding of shares of Class A common stock by an ERISA Plan with respect
to which the issuer, the initial purchaser, or a guarantor is considered a party in interest or a disqualified person may constitute or
result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the
investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.
Because
of the foregoing, shares of Class A common stock should not be acquired or held by any person investing “plan assets”
of any Plan, unless such acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a
similar violation of any applicable Similar Laws.
Plan Asset
Issues
Additionally,
a fiduciary of a Plan should consider whether the Plan will, by investing in us, be deemed to own an undivided interest in our assets,
with the result that we would become a fiduciary of the Plan and our operations would be subject to the regulatory restrictions of ERISA,
including its prohibited transaction rules, as well as the prohibited transaction rules of the Code and any other applicable Similar
Laws.
The
Department of Labor (the “DOL”) regulations provide guidance with respect to whether the assets of an entity in which ERISA
Plans acquire equity interests would be deemed “plan assets” under some circumstances. Under these regulations, an entity’s
assets generally would not be considered to be “plan assets” if, among other things:
| a) | the equity interests acquired by ERISA Plans are “publicly offered securities” (as
defined in the DOL regulations) — i.e., the equity interests are part of a class of securities that
is widely held by 100 or more investors independent of the issuer and each other, are freely transferable, and are either registered under
certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions; |
| | |
| b) | the entity is an “operating company” (as defined in the DOL regulations) — i.e.,
it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through
a majority-owned subsidiary or subsidiaries; or |
| | |
| c) | there is no significant investment by “benefit plan investors” (as
defined in the DOL regulations) — i.e., immediately after the most recent acquisition by an ERISA
Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests
held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide
investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, individual
retirement accounts and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities
whose underlying assets are deemed to include plan assets by reason of a Plan’s investment in the entity. |
Due
to the complexity of these rules and the excise taxes, penalties and liabilities that may be imposed upon persons involved in non-exempt
prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring and/or holding shares of
our Class A common stock on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability
of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition
and holding of shares of Class A common stock. Purchasers of shares of Class A common stock have the exclusive responsibility
for ensuring that their acquisition and holding of shares of Class A common stock complies with the fiduciary responsibility rules of
ERISA and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws. The sale of shares of
Class A common stock to a Plan is in no respect a representation by us or any of our affiliates or representatives that such an investment
meets all relevant legal requirements with respect to investments by any such Plan or that such investment is appropriate for any such
Plan.
PLAN
OF DISTRIBUTION
We
are registering 2,422,932 shares of Class A common stock, which were issued to the selling stockholder to permit the selling stockholder
and its pledgees, transferees or other successors-in-interest that receive its shares after the date of this prospectus to resell or otherwise
dispose of the shares in the manner contemplated in this section. We will not receive any of the proceeds from the sale of shares of Class A
common stock in this offering. We will bear all fees and expenses incident to our obligation to register the shares.
In
connection with the Complete Acquisition, we entered into the Securities Purchase Agreement, which included registration rights pursuant
to which we agreed to file with the SEC a registration statement covering the resale of the shares of Class A common stock issued
in connection therewith from time to time. We are registering the shares of Class A common stock issued or issuable pursuant to the
Securities Purchase Agreement in accordance with the registration rights provisions therein in order to permit such selling stockholder
to offer shares of Class A common stock for resale from time to time.
In
connection with the HB Acquisition, we entered into the HB Purchase Agreement, which included registration rights pursuant to which we
agreed to file with the SEC a registration statement covering the resale of the shares of Class A common stock issued in connection
therewith from time to time. We are registering the shares of Class A common stock issued or issuable pursuant to the HB Purchase
Agreement in accordance with the registration rights provisions therein in order to permit such selling stockholder to offer shares of
Class A common stock for resale from time to time.
The
selling stockholder and its pledgees, transferees or other successors-in-interest may, from time to time, sell, transfer or otherwise
dispose of any or all of their shares of Class A common stock on any stock exchange, market or trading facility on which the shares
of Class A common stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated
prices. The selling stockholder may use any one or more of the following methods when disposing of the shares:
| · | on any national securities exchange or quotation service on which the securities may be listed or quoted
at the time of sale; |
| | |
| · | in the over-the-counter market; |
| | |
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| | |
| · | block trades in which the broker-dealer will attempt to sell shares of Class A common stock as agent
but may position and resell a portion of the block as principal to facilitate the transaction; |
| | |
| · | through brokers, dealers or underwriters that may act solely as agents; |
| | |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| | |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| | |
| · | privately negotiated transactions; |
| | |
| · | delivery of shares in settlement of short sales; |
| | |
| · | through the writing or settlement of options or other hedging transactions entered into after the effective
date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; |
| · | broker-dealers may agree with the selling stockholder to sell a specified number of shares of Class A
common stock at a stipulated price per share; |
| | |
| · | a combination of any such methods of disposition; and |
| | |
| · | any other method permitted pursuant to applicable law. |
The
selling stockholder may elect to make a pro rata in-kind distribution of the shares of Class A common stock to its security holders
pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that such security
holders are not affiliates of ours, such security holders would thereby receive freely tradeable shares of Class A common stock pursuant
to the distribution through a registration statement.
The
selling stockholder may also sell shares under Rule 144 under the Securities Act or other exemptions from registration under the
Securities Act, rather than under this prospectus, provided that it meets the criteria and conform to the requirements of that rule.
Broker-dealers
engaged by the selling stockholder may arrange for other broker-dealers to participate in sales. Broker-dealers, underwriters and other
agents may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of
shares of Class A common stock, from the purchaser) in amounts to be negotiated. The selling stockholder does not expect these commissions
and discounts to exceed what is customary in the types of transactions involved but any such discounts or commissions might be in excess
of those customary in the types of transactions involved.
The
selling stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of Class A common stock
and the pledgee or other secured party, transferee or other successor in interest may sell shares of Class A common stock from time
to time under this prospectus, or under a supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of selling stockholder(s) to include the pledgee, secured party, transferee or
other successors in interest as a selling stockholder under this prospectus. The selling stockholder also may transfer the shares of Class A
common stock in other circumstances in which case the transferees, pledgees or other successors-in-interest may be the selling beneficial
owners for purposes of this prospectus and may sell such shares of Class A common stock from time to time under this prospectus after
an amendment or supplement has been filed under Rule 424(b)(3) under, or another applicable provision of, the Securities Act,
amending, if necessary, the list of selling stockholder(s) to include the transferees, pledgees or other successors-in-interest as
a selling stockholder under this prospectus.
Upon
being notified in writing by the selling stockholder that any material arrangement has been entered into with a broker-dealer for the
sale of shares of Class A common stock through a block trade, special offering, exchange distribution or secondary distribution or
a purchase by a broker or dealer, a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities
Act will be filed, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the
number of shares of Class A common stock involved, (iii) the price at which such shares of Class A common stock were sold,
(iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did
not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, if applicable, and (vi) other
facts material to the transaction.
The
selling stockholder also may transfer the shares of Class A common stock in other circumstances, in which case the transferees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale
of the shares of Class A common stock, the selling stockholder may enter into hedging transactions after the effective date of the
registration statement of which this prospectus is a part with broker-dealers, other financial institutions and other third parties, which
may in turn engage in short sales in the course of hedging the positions they assume. The selling stockholder may also sell shares of
Class A common stock short after the effective date of the registration statement of which this prospectus is a part and deliver
these securities to close out its short positions, or loan or pledge the common stock to broker-dealers or other third parties that in
turn may sell these securities. The selling stockholder may also enter into option or other transactions after the effective date of the
registration statement of which this prospectus is a part with broker-dealers, other financial institutions and other third parties or
create one or more derivative securities which require the delivery to such broker-dealer, other financial institution and other third
parties of shares of Class A common stock offered by this prospectus, which shares of Class A common stock such broker-dealer
or other financial institution or third party may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction
if required), including in short sale transactions. Third parties may use securities pledged by the selling stockholder or borrowed from
the selling stockholder or others to settle sales or to close out any related open borrowings of securities, and may use securities received
from the selling stockholder in settlement of those derivatives to close out any related open borrowings of securities.
The
selling stockholder and any broker-dealers or agents that are involved in selling the shares of Class A common stock may be deemed
to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The maximum commission or discount to be received by any member of the Financial Industry
Regulatory Authority, or FINRA, or independent broker-dealer will not be greater than 8% of the initial gross proceeds from the sale of
any security being sold.
There
can be no assurance that the selling stockholder will sell any or all of the shares of Class A common stock registered pursuant to
the registration statement, of which this prospectus forms a part.
The
aggregate proceeds to the selling stockholder from the sale of shares of Class A common stock offered by it will be the purchase
price of the shares less discounts or commissions, if any. The selling stockholder reserves the right to accept and, together with their
agents from time to time, to reject, in whole or in part, any proposed purchase to be made directly or through agents. We will not receive
any of the proceeds from this offering. We are required to pay all fees and expenses incident to the registration of the shares, other
than any underwriting fees, discounts and selling commissions, stock transfer taxes and fees and disbursements of counsel. We have agreed
to indemnify the selling stockholder, each person who controls such selling stockholder and its respective officers, directors, agents,
partners, members, managers, stockholders, affiliates, employees and investment advisers, in certain circumstances against certain losses,
claims, damages or liabilities to which they may become subject, including certain liabilities under the Securities Act.
We
have agreed with the selling stockholder under the Securities Purchase Agreement in accordance with the registration rights provisions
therein to use our commercially reasonable efforts to ensure that the shares of Class A common stock constituting registrable shares
under the Securities Purchase Agreement in accordance with the registration rights provisions therein are registered for sale under the
Securities Act as contemplated by the Securities Purchase Agreement in accordance with the registration rights provisions therein. Such
obligations shall cease and terminate, with respect to such registrable shares, upon the later to occur of (a) the one-year anniversary
of the issuance of the shares of Class A common stock under the Securities Purchase Agreement, or (b) such time that all such
registrable shares are freely transferable without limitation and without restrictions or conditions.
We have agreed with the selling
stockholder under the HB Purchase Agreement in accordance with the registration rights provisions therein to use our commercially reasonable
efforts to ensure that the shares of Class A common stock constituting registrable shares under the HB Purchase Agreement in accordance
with the registration rights provisions therein are registered for sale under the Securities Act as contemplated by the HB Purchase Agreement
in accordance with the registration rights provisions therein. Such obligations shall cease and terminate, with respect to such registrable
shares, upon the later to occur of (a) the one-year anniversary of the issuance of the shares of Class A common stock under
the HB Purchase Agreement, or (b) such time that all such registrable shares are freely transferable without limitation and without
restrictions or conditions.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. Legal
counsel to any underwriters may pass upon legal matters for such underwriters.
EXPERTS
The
audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting, incorporated
by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the
reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and
auditing.
Prospectus
,
2022
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14. |
Other Expenses of Issuance and Distribution. |
Set
forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the
offering of the securities registered hereby.
SEC registration fee | |
$ | 2,765.52 | ** |
Printing and engraving expenses | |
| | * |
Accounting fees and expenses | |
| | * |
Legal fees and expenses | |
| | * |
Miscellaneous | |
| | * |
Total | |
$ | 2,765.52 | |
*
Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts
and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement. An
estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in
the applicable prospectus supplement.
**Previously
paid
Item 15. |
Indemnification of Directors and Officers. |
Select
Energy Services, Inc. is organized under the laws of Delaware. Our amended and restated certificate of incorporation provides that
a director will not be liable to the corporation or its stockholders for monetary damages to the fullest extent permitted by the DGCL.
In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability
of a director of the corporation, in addition to the limitation on personal liability provided for in our amended and restated certificate
of incorporation, will be limited to the fullest extent permitted by the amended DGCL. Our amended and restated bylaws provide that the
corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.
Section 145
of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings
whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they
acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable
in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’ fees, incurred in
connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification
where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder
vote agreement or otherwise.
Our
amended and restated certificate of incorporation also contains indemnification rights for our directors and our officers. Specifically,
our amended and restated certificate of incorporation provides that we shall indemnify our officers and directors to the fullest extent
authorized by the DGCL. Further, we may maintain insurance on behalf of our officers and directors against expense, liability or loss
asserted incurred by them in their capacities as officers and directors.
We have obtained directors’
and officers’ insurance to cover our directors, officers and some of our employees for certain liabilities.
We
have entered into, or will enter into, written indemnification agreements with our directors and executive officers. Under such agreements,
if an officer or director makes a claim of indemnification to us, either a majority of the independent directors or independent legal
counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director
has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement)
us to indemnify the officer or director.
The
list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement;
i. to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
iii. to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (i), (ii) and (iii) above
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part
of the registration statement.
(2) that, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof;
(3) to remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) that, for purpose of determining liability
under the Securities Act of 1933 to any purchaser:
i. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
ii. Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
Exhibit Number |
|
Description |
***2.1 |
|
Agreement and Plan of Merger, dated as of December 12, 2021, by and among Select Energy Services, Inc., Navy Holdings, Inc., Navy Holdco, LLC, Navy Merger Sub, Inc. and Nuverra Environmental Solutions, Inc. (incorporated by reference herein to Exhibit 2.1 to Select Energy Services, Inc.’s Current Report on Form 8-K, filed December 13, 2021 (File No. 001-38066)). |
|
|
|
3.1 |
|
Fourth Amended and Restated Certificate of Incorporation of Select Energy Services, Inc. (incorporated by reference herein to Exhibit 3.1 to Select Energy Services, Inc.’s Current Report on Form 8-K, filed May 15, 2019 (File No. 001-38066)). |
|
|
|
3.2 |
|
Second Amended and Restated Bylaws of Select Energy Services, Inc. (incorporated by reference herein to Exhibit 3.2 to Select Energy Services, Inc.’s Current Report on Form 8-K, filed May 15, 2019 (File No. 001-38066)). |
|
|
|
4.1 |
|
Form of Stock Certificate (incorporated by reference herein to Exhibit 4.1 to Select Energy Services, Inc.’s Registration Statement on Form S-1, filed March 2, 2017 (Registration No. 333-216404)). |
|
|
|
4.2 |
|
Amended and Restated Registration Rights Agreements, dated as of July 18, 2017, by and among Select Energy Services, Inc., SES Legacy Holdings, LLC, Crestview Partners II SES Investment B, LLC, SCF-VI, L.P., SCF-VII, L.P., SCF-VII(A), L.P. and WDC Aggregate LLC (incorporated by reference herein to Exhibit 4.1 to Select Energy Services, Inc.’s Current Report on Form 8-K, filed July 19, 2017 (File No. 001-38066)). |
|
|
|
5.1 |
|
Opinion of Vinson & Elkins L.L.P. (incorporated by reference herein to Exhibit 5.1 to Select Energy Services, Inc.’s Registration Statement on Form S-1, filed December 17, 2021 (Registration No. 333-261726)). |
|
|
|
5.2 |
|
Opinion of Vinson & Elkins L.L.P. (incorporated by reference herein to Exhibit 5.1 to Select Energy Services, Inc.’s Registration Statement on Form S-1, filed August 26, 2021 (Registration No. 333-259083)). |
|
|
|
*23.1 |
|
Consent of Grant Thornton LLP. |
|
|
|
23.2 |
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). |
|
|
|
23.3 |
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.2 hereto). |
|
|
|
**24.1 |
|
Power of Attorney (included on the signature page of this Registration Statement). |
|
|
|
*24.2 |
|
Power of Attorney of Luis Fernandez-Moreno |
|
|
|
**107 |
|
Filing Fee Table. |
* | Filed herewith. |
** | Previously filed. |
*** | The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish
supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on August 12, 2022.
|
SELECT ENERGY SERVICES, INC. |
|
|
|
By: |
/s/ Nick L. Swyka |
|
Nick L. Swyka |
|
Chief Financial Officer and Senior Vice President |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
indicated on August 12, 2022.
Name |
|
Title |
|
|
|
/s/ John D. Schmitz |
|
President, Chief Executive Officer and Chairman |
John D. Schmitz |
|
(Principal Executive Officer) |
|
|
|
/s/ Nick L. Swyka |
|
Chief Financial Officer and Senior Vice President |
Nick L. Swyka |
|
(Principal Financial Officer) |
|
|
|
/s/ Brian P.
Szymanski |
|
Chief Accounting Officer |
Brian P. Szymanski |
|
(Principal Accounting Officer) |
|
|
|
/s/ * |
|
Director |
Robert V. Delaney |
|
|
|
|
|
/s/ * |
|
Director |
David C. Baldwin |
|
|
|
|
|
/s/ * |
|
Director |
Douglas J. Wall |
|
|
|
|
|
/s/ * |
|
Director |
Richard A. Burnett |
|
|
|
|
|
/s/ * |
|
Director |
Troy W. Thacker |
|
|
|
|
|
/s/ Luis Fernandez-Moreno |
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Director |
Luis Fernandez-Moreno |
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/s/ * |
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Director |
Gayle Burleson |
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* By: |
/s/ Nick L. Swyka |
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|
Nick L. Swyka |
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|
Attorney-in-fact |
|
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