Group. The board of directors
of SCF GP consists of David C. Baldwin, Anthony F. DeLuca, L.E.
Simmons, and Andrew L. Waite. Because SCF-VI, L.P., SCF-VII, L.P.
and SCF-VII(A), L.P. are controlled by SCF GP, these entities may
be considered to be a group for purposes of Section 13(d)(3)
under the Exchange Act. As a group, the SCF Group beneficially owns
11,910,756 shares of our Class A common stock in the
aggregate. This beneficial ownership includes 5,713,442 shares of
Class A common stock held by SCF-VI, L.P., 5,154,217 shares of
Class A common stock held by SCF-VII, L.P. and 1,043,097
shares of Class A common stock held by SCF-VII(A), L.P. The
address for SCF-VI, L.P., SCF-VII, L.P. and SCF-VII(A), L.P. is 600
Travis Street, Suite 6600, Houston, Texas 77002.
(4)
Subject to the terms of the SES
Holdings LLC Agreement (as defined below), SES Legacy Holdings, LLC
(“Legacy Owner Holdco”) (or its members) (and its permitted
transferees, including certain members of Legacy Owner Holdco,
under the SES Holdings LLC Agreement) has the right to exchange all
or a portion of its SES Holdings LLC Units (together with the
surrender for cancellation of a corresponding number of shares of
Class B common stock) for Class A common stock at an
exchange ratio of one share of Class A common stock for each
SES Holdings LLC Unit exchanged. The exchange of all the
outstanding SES Holdings LLC Units (together with the surrender for
cancellation of all of our outstanding shares of Class B
common stock) for shares of Class A common stock would result
in the issuance of an additional 16,221,101 shares of Class A
common stock. See “Certain Relationships and Related Party
Transactions — SES Holdings LLC Agreement.” Pursuant to
Rule 13d-3 under the Exchange Act, a person has beneficial
ownership of a security as to which that person, directly or
indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares voting power and/or
investment power of such security and as to which that person has
the right to acquire beneficial ownership of such security within
60 days. The Company has the option to deliver cash in lieu of
shares of Class A common stock upon the exercise by Legacy
Owner Holdco (or any transferee) of its Exchange Right (as defined
below). As a result, beneficial ownership of Class B common
stock and SES Holdings LLC Units is not reflected as beneficial
ownership of shares of our Class A common stock for which
such units and stock may be exchanged. The address for SES
Legacy Holdings, LLC is c/o Select Energy Services, Inc., 1233
W. Loop South, Suite 1400, Houston, Texas 77027.
(5)
The board of managers of Legacy
Owner Holdco has voting and dispositive power over the shares held
by it. The board of managers of Legacy Owner Holdco consists of two
representatives of Crestview Partners II SES Investment, LLC
(“Crestview Holdings A”), Adam J. Klein and Robert Delaney (a
member of our board of directors), and John D. Schmitz (our
President, Chief Executive Officer and Chairman), and is controlled
by Crestview Partners II GP, L.P. (“Crestview GP”).
(6)
Based on information obtained
from a Schedule 13G/A jointly filed with the SEC on
February 14, 2023 by Crestview GP, Crestview Holdings A,
Crestview Partners II SES Investment B, LLC (“Crestview Holdings
B”), and Crestview Advisors, L.L.C. (“Crestview Advisors” and
together with Crestview GP, Crestview Holdings A and Crestview
Holdings B, “Crestview Partners”), Crestview Partners has voting
and dispositive power with respect to 20,120,296 shares of our
Class A common stock, which is composed of 16,221,101
Class B shares and corresponding SES Holdings LLC Units held
directly by Legacy Owner Holdco, 3,802,972 Class A shares held
directly by Crestview Holdings B, 77,370 Class A shares held
directly by Crestview Advisors, and 18,853 restricted Class A
shares held directly by Mr. Delaney, in each case for which
Crestview Partners may be deemed to be the beneficial owner.
Mr. Delaney has assigned all rights, title and interest in the
Class A shares underlying the restricted shares to Crestview
Advisors. Crestview Holdings A generally has the right to acquire
beneficial ownership of 16,221,101 shares of Class B common
stock and corresponding SES Holdings LLC Units held by Legacy Owner
Holdco at its election pursuant to the Legacy Owner Holdco limited
liability company agreement, and Crestview GP has voting power over
16,221,101 Class B shares through its control of the board of
managers of Legacy Owner Holdco. Crestview GP is the general
partner of the investment funds which are direct or indirect
members of Crestview Holdings A. Crestview GP is also the general
partner of the investment funds which are members of Crestview
Holdings B. Crestview Advisors provides investment advisory and
management services to such funds. Decisions by Crestview GP to
vote or dispose of the interests held by Crestview Holdings A and
Crestview Holdings B require the approval of a majority of the
seven members of its investment committee and the chairman of the
investment committee. The investment committee is composed of the
following individuals: Barry S. Volpert (chairman), Thomas S.
Murphy, Jr., Robert V. Delaney, Jr., Brian P. Cassidy, Alexander M.
Rose, Adam J. Klein and Daniel G. Kilpatrick. None of the foregoing
persons has the power individually to vote or dispose of any of
such interests. Each of the foregoing individuals disclaims
beneficial ownership of all such interests. The address of each of
the foregoing is c/o Crestview Partners, 590 Madison Avenue,
42nd Floor, New York, New York 10022.
(7)
Based on information obtained
from a Schedule 13G filed with the SEC on February 7,
2023. The address for BlackRock, Inc. is 55 East 52nd Street, New
York, New York 10055.
(8)
Represents 5,325,444 shares of
Class A common stock held directly by B-29 Holdings, LP,
399,684 shares of Class A common stock held directly by B-29
Investments, LP, 1,602,963 shares of Class A common stock held
directly by Mr. Schmitz and 584,846 shares of Class A
common stock that are deemed beneficially owned by Mr. Schmitz
pursuant to the outstanding options that Mr. Schmitz owns.
Mr. Schmitz has voting and dispositive power over shares held
by B-29 Holdings, LP and B-29 Investments, LP.