Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 05:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Select Energy Services, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
81617J301
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays a
currently valid OMB control number.
|
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview Partners II GP, L.P.
|
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) |
(a)
o |
| |
|
(b)
o |
|
|
|
|
|
3. |
SEC USE ONLY
|
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
20,120,296 (1)
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
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8. |
SHARED DISPOSITIVE POWER
20,120,296 (1)
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,120,296 (1)
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.6%(1)
|
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12. |
TYPE OF REPORTING PERSON
PN
|
| (1) |
This
total includes the 16,221,101 shares of Class A Common Stock, par
value $0.01 per share, of the Issuer (“Class A Shares”) that would
be issued in connection with a full redemption of the 16,221,101
Common LLC Units (“Common Units”) of SES Holdings, LLC (“SES
Holdings”), a subsidiary of the Issuer, that are indirectly owned
by Crestview Partners II SES Investment, LLC (“Crestview II SES”)
through SES Legacy Holdings, LLC (“Legacy Holdings”) and deemed to
be beneficially owned by the Reporting Person. The Common Units are
redeemable at the election of Legacy Holdings for newly-issued
Class A Shares on a one-for-one basis. The Reporting Person may
also be deemed to beneficially own 16,221,101 shares of Class B
Common Stock, par value $0.01 per share, of the Issuer (“Class B
Shares”) that are indirectly owned by Crestview II SES through
Legacy Holdings. The Class B Shares would be canceled upon a full
redemption of the Common Units. Excluding Class A Shares that may
be issued upon a redemption of the Common Units, the total number
of Class A Shares deemed to be beneficially owned by the Reporting
Person is 3,899,195 and the percentage of Class A Shares
represented by such amount is 4.0%. |
|
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview Partners II SES Investment B, LLC
|
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
o |
| |
|
(b)
o |
|
|
|
|
|
3. |
SEC USE ONLY
|
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
3,802,972
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
3,802,972
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,802,972
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
|
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12. |
TYPE OF REPORTING PERSON
CO
|
|
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview Partners II SES Investment, LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
o |
| |
|
(b)
o |
|
|
|
|
|
3. |
SEC USE ONLY
|
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
16,221,101(2)
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
16,221,101(2)
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,221,101(2)
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES
☐
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.2%
(2)
|
|
12. |
TYPE OF REPORTING PERSON
CO
|
| (2) |
This
total represents the 16,221,101 Class A Shares that would be issued
in connection with a full redemption of the 16,221,101 Common Units
of SES Holdings, LLC, a subsidiary of the Issuer, that are
indirectly owned by the Reporting Person through Legacy Holdings.
The Common Units are redeemable at the election of the Reporting
Person for newly-issued Class A Shares on a one-for-one basis. The
Reporting Person also indirectly owns 16,221,101 Class B Shares
through Legacy Holdings. The Class B Shares would be canceled upon
a full redemption of the Common Units. The Reporting Person does
not directly or indirectly own any Class A Shares other than Class
A Shares that may be issued upon the redemption of the Common Units
and related cancellation of the Class B Shares held through Legacy
Holdings. |
|
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview Advisors, L.L.C.
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
o |
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(b)
o |
|
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|
|
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3. |
SEC USE ONLY
|
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
96,223
|
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7. |
SOLE DISPOSITIVE POWER
0
|
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8. |
SHARED DISPOSITIVE POWER
96,223
|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
96,223
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
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12. |
TYPE OF REPORTING PERSON
CO
|
Item
1.
Select Energy Services, Inc.
|
(b) |
Address
of Issuer’s Principal Executive Offices |
1233
W. Loop South, Suite 1400
Houston, TX 77027
Item
2.
|
(a) |
Name
of Person Filing |
See Item 2(b) below.
|
(b) |
Address
of Principal Business Office or, if none, Residence |
| |
(1) |
Crestview Partners II GP, L.P.
c/o
Crestview Partners
590
Madison Avenue, 42nd Floor
New
York, NY 10022
|
| |
(2) |
Crestview Partners II SES Investment B, LLC
c/o
Crestview Partners
590
Madison Avenue, 42nd Floor
New
York, NY 10022
|
| |
(3) |
Crestview Partners II SES Investment, LLC
c/o
Crestview Partners
590
Madison Avenue, 42nd Floor
New
York, NY 10022
|
| |
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(4) |
Crestview Advisors, L.L.C.
c/o
Crestview Partners
590
Madison Avenue, 42nd Floor
New
York, NY 10022
|
See item 4 on Cover Pages to this Schedule 13G.
| |
(d) |
Title
of Class of Securities |
Class A Common Stock, par value $0.01 per share
81617J301
| 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: |
| |
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o). |
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(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
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(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
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(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
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(e) |
☐ |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
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(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F). |
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(g) |
☐ |
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
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(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
☐ |
A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act 0f
1940 (15 U.S.C. 80a-3). |
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(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
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(a) |
Amount beneficially owned:
See item 9 on Cover Pages to this Schedule 13G.
Crestview Partners II GP, L.P. is the general partner of each of
(i) Crestview Partners II, L.P., Crestview Partners II (TE), L.P.,
(which is the general partner of Crestview Holdings II (TE), L.P.)
and Crestview Partners II (FF), L.P., each of which are direct or
indirect members of Crestview II SES and (ii) Crestview Offshore
Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF
Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman),
L.P., each of which is a direct member of Crestview II SES B.
Crestview Advisors, L.L.C. provides investment advisory and
management services to certain of the foregoing entities.
Each of Crestview Partners II GP, L.P., Crestview Offshore Holdings
II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P.
and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed
to have beneficial ownership of the 3,802,972 Class A Shares
directly owned by Crestview II SES B.
Each of Crestview Partners II GP, L.P., Crestview Partners II,
L.P., Crestview Partners II (TE), L.P., Crestview Holdings II (TE),
L.P. and Crestview Partners II (FF), L.P. may be deemed to have
beneficial ownership of the 16,221,101 Class B Shares and the
16,221,101 Common Units indirectly beneficially owned by Crestview
II SES through Legacy Holdings.
The 16,221,101 Common Units indirectly owned by Crestview II SES
through Legacy Holdings may be redeemed for Class A Shares upon the
request of Crestview II SES on a one-for-one basis. The 16,221,101
Class B Shares directly owned by Crestview II SES through Legacy
Holdings would be cancelled upon a full redemption of the
16,221,101 Common Units indirectly owned by Crestview II SES
through Legacy Holdings for Class A Shares.
|
| |
|
Robert V. Delaney, Jr. is a member of the Issuer's board of
directors. Mr. Delaney is an indirect member of each of Crestview,
L.L.C. (which is the general partner of Crestview Partners II GP,
L.P.) and Crestview Advisors, L.L.C.
Mr. Delaney holds restricted stock units (“RSUs”) with respect to
18,853 Class A Shares previously granted under the Issuer’s 2016
Equity Incentive Plan (the “Plan”) that are scheduled to vest on
May 6, 2023, subject to the terms of the Plan and the applicable
award agreement issued thereunder. Mr. Delaney has assigned all
rights, title and interest in the Class A Shares underlying the
RSUs to Crestview Advisors, L.L.C.
Crestview Advisors, L.L.C. holds 77,370 Class A Shares that were
delivered upon the vesting of RSUs previously granted to Mr.
Delaney and Adam Klein, a former member of the Issuer’s board of
directors.
Each reporting person disclaims beneficial ownership of the
reported securities except and to the extent of its pecuniary
interest therein.
|
| |
|
See
item 11 on Cover Pages to this Schedule 13G. The percentages
reported herein are based on (i) the 98,102,383 Class A
Shares outstanding as of October 31, 2022 as reported in the
Issuer’s Form 10Q filed November 3, 2022, (ii) the 16,221,101
Common Units indirectly owned by Crestview II SES through Legacy
Holdings which may be redeemed for Class A Shares upon the request
of Crestview II SES on a one-for-one basis and (iii) the 18,853
Class A Shares that would be issued upon the vesting and settlement
of the RSUs held by Mr. Delaney. |
| |
(c) |
Number
of shares as to which such person has: |
| |
(i) |
Sole
power to vote or to direct the vote |
| |
|
See
item 5 on Cover Pages to this Schedule 13G. |
| |
(ii) |
Shared
power to vote or to direct the vote |
| |
|
See
item 6 on Cover Pages to this Schedule 13G. |
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
| |
|
See
item 7 on Cover Pages to this Schedule 13G. |
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
| |
|
See
item 8 on Cover Pages to this Schedule 13G. |
| Item
5. |
Ownership
of Five Percent or Less of a Class |
Not applicable.
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another
Person |
None.
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company |
Not applicable.
| Item
8. |
Identification
and Classification of Members of the Group |
Not applicable.
| Item
9. |
Notice
of Dissolution of Group |
Not applicable.
Not applicable.
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.
Date: February 14, 2023
| |
CRESTVIEW
PARTNERS II GP, L.P. |
| |
|
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|
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By:
Crestview, L.L.C., its general partner |
| |
|
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|
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By:
/s/ Ross A. Oliver |
| |
Name:
Ross A. Oliver |
| |
Title:
General Counsel |
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| |
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CRESTVIEW
PARTNERS II SES INVESTMENT B, LLC |
| |
|
| |
|
| |
By:
/s/ Ross A. Oliver |
| |
Name:
Ross A. Oliver |
| |
Title:
General Counsel |
| |
|
| |
|
| |
|
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CRESTVIEW
PARTNERS II SES INVESTMENT, LLC |
| |
|
| |
|
| |
By:
/s/ Ross A. Oliver |
| |
Name:
Ross A. Oliver |
| |
Title:
General Counsel |
| |
|
| |
|
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|
| |
CRESTVIEW
ADVISORS, L.L.C. |
| |
|
| |
|
| |
By:
/s/ Ross A. Oliver |
| |
Name:
Ross A. Oliver |
| |
Title:
General Counsel |
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