|
Delaware
|
| |
1389
|
| |
81-4561945
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
| | | | | i | | | |
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 9 | | | |
| | | | | 12 | | | |
| | | | | 13 | | | |
| | | | | 18 | | | |
| | | | | 20 | | | |
| | | | | 24 | | | |
| | | | | 26 | | | |
| | | | | 26 | | |
Name of Selling Stockholder
|
| |
Shares of Class A
Common Stock Owned Prior to this Offering(1) |
| |
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(1) |
| |
After Offering
(Assuming All Shares Registered Hereunder Are Sold) |
| |||||||||||||||
SCF Group(2)
|
| | | | 13,809,154 | | | | | | 13,809,154 | | | | | | — | | | | | | 12.0% | | | | | | — | | |
SES Legacy Holdings, LLC(3)(4)
|
| | | | 16,221,101 | | | | | | 16,221,101 | | | | | | — | | | | | | 14.1% | | | | | | — | | |
John Schmitz(5)
|
| | | | 7,234,068 | | | | | | 5,725,128 | | | | | | 1,508,940 | | | | | | 6.3% | | | | | | 1.3% | | |
Crestview Partners(6)
|
| | | | 3,880,342 | | | | | | 3,802,972 | | | | | | 77,370 | | | | | | 3.4% | | | | | | * | | |
Proactive Investments, LP(7)
|
| | | | 1,120,437 | | | | | | 1,120,437 | | | | | | — | | | | | | * | | | | | | — | | |
Superior Capital Investments, LP(8)
|
| | | | 1,120,437 | | | | | | 1,120,437 | | | | | | — | | | | | | * | | | | | | — | | |
Total
|
| | | | 43,385,539 | | | | | | 41,799,229 | | | | | | 1,586,310 | | | | | | 37.7% | | | | | | 1.4% | | |
| | |
Class A Common Stock
|
| |
Class B Common Stock
|
| |
Combined Voting Power(1)(2)
|
| |||||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||||||||||||||||||
5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SCF Group(3)
|
| | | | 13,809,154 | | | | | | 14.0% | | | | | | — | | | | | | — | | | | | | 13,809,154 | | | | | | 12.0% | | |
SES Legacy Holdings, LLC(4)(5)
|
| | | | — | | | | | | — | | | | | | 16,221,101 | | | | | | 100.0% | | | | | | 16,221,101 | | | | | | 14.1% | | |
Crestview Partners(6)
|
| | | | 3,880,342 | | | | | | 3.9% | | | | | | 16,221,101 | | | | | | 100.0% | | | | | | 20,101,443 | | | | | | 17.5% | | |
BlackRock, Inc.(7)
|
| | | | 5,279,474 | | | | | | 5.3% | | | | | | — | | | | | | — | | | | | | 5,279,474 | | | | | | 4.6% | | |
Directors and Named Executive Officers:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
John D. Schmitz(8)
|
| | | | 7,234,068 | | | | | | 7.3% | | | | | | — | | | | | | — | | | | | | 7,234,068 | | | | | | 6.3% | | |
Nick L. Swyka
|
| | | | 308,295 | | | | | | * | | | | | | — | | | | | | — | | | | | | 308,295 | | | | | | * | | |
Adam R. Law(9)
|
| | | | 293,605 | | | | | | * | | | | | | — | | | | | | — | | | | | | 293,605 | | | | | | * | | |
Paul L. Pistono(10)
|
| | | | 331,866 | | | | | | * | | | | | | — | | | | | | — | | | | | | 331,866 | | | | | | * | | |
Cody J. Ortowski(11)
|
| | | | 1,524,595 | | | | | | 1.5% | | | | | | — | | | | | | — | | | | | | 1,524,595 | | | | | | 1.3% | | |
Robert V. Delaney
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David C. Baldwin(12)
|
| | | | 60,136 | | | | | | * | | | | | | — | | | | | | — | | | | | | 60,136 | | | | | | * | | |
Douglas J. Wall(13)
|
| | | | 98,485 | | | | | | * | | | | | | — | | | | | | — | | | | | | 98,485 | | | | | | * | | |
Richard A. Burnett(14)
|
| | | | 70,720 | | | | | | * | | | | | | — | | | | | | — | | | | | | 70,720 | | | | | | * | | |
Troy W. Thacker
|
| | | | 43,739 | | | | | | * | | | | | | — | | | | | | — | | | | | | 43,739 | | | | | | * | | |
David A. Trice(15)
|
| | | | 94,731 | | | | | | * | | | | | | — | | | | | | — | | | | | | 94,731 | | | | | | * | | |
Gayle Burleson
|
| | | | 23,062 | | | | | | * | | | | | | — | | | | | | — | | | | | | 23,062 | | | | | | * | | |
All Executive Officers and Directors
as a Group (14 persons) |
| | | | 10,666,701 | | | | | | 10.8% | | | | | | — | | | | | | — | | | | | | 10,666,701 | | | | | | 9.3% | | |
|
SEC registration fee
|
| | | $ | 99,045** | | |
|
Printing and engraving expenses
|
| | | | * | | |
|
Accounting fees and expenses
|
| | | | * | | |
|
Legal fees and expenses
|
| | | | * | | |
|
Miscellaneous
|
| | | | * | | |
|
Total
|
| | | $ | 99,045 | | |
|
Exhibit
Number |
| |
Description
|
|
| †10.21 | | | | |
| †10.22 | | | | |
| †10.23 | | | | |
| †10.24 | | | | |
| †10.25 | | | | |
| †10.26 | | | | |
| †10.27 | | | | |
| †10.28 | | | | |
| †10.29 | | | | |
| †10.30 | | | Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement — Adjusted Free Cash Flow — under the Select Energy Services, Inc. 2016 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.2 to Select Energy Services, Inc.’s Quarterly Report on Form 10-Q, filed May 6, 2020 (File No. 001-38066)). | |
| †10.31 | | | Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement — Return on Assets — under the Select Energy Services, Inc. 2016 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.3 to Select Energy Services, Inc.’s Quarterly Report on Form 10-Q, filed May 6, 2020 (File No. 001-38066)). | |
| †10.32 | | | | |
| †10.33 | | | | |
| †10.34 | | | |
|
Name
|
| |
Title
|
| | ||
|
/s/ John D. Schmitz
John D. Schmitz
|
| |
President, Chief Executive Officer and Chairman
(Principal Executive Officer) |
| | ||
|
/s/ Nick L. Swyka
Nick L. Swyka
|
| |
Chief Financial Officer and Senior Vice President
(Principal Financial Officer) |
| | ||
|
/s/ Brian P. Szymanski
Brian P. Szymanski
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| | ||
|
/s/ *
Robert V. Delaney
|
| |
Director
|
| | ||
|
/s/ *
David C. Baldwin
|
| |
Director
|
| | | |
|
/s/ *
Douglas J. Wall
|
| |
Director
|
| | ||
|
/s/ *
Richard A. Burnett
|
| |
Director
|
| | ||
|
/s/ *
David A. Trice
|
| |
Director
|
| | ||
|
* By:
/s/ Nick L. Swyka
Nick L. Swyka
Attorney-in-fact |
| | | | |
Exhibit 5.1
Tel +1.713.758.2222 Fax +1.713.758.2346 |
March 1, 2022
Select Energy Services, Inc. 1233 W. Loop South, Suite 1400 Houston, Texas 77027 |
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel for Select Energy Services, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries with respect to the preparation of Post-Effective Amendment No. 4 to the Registration Statement on Form S-1, File No. 333-224956 (the “Registration Statement”), filed on or about the date hereof with the Securities and Exchange Commission (the “Commission”) in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale (a) by the selling stockholders named in the Registration Statement that may exchange shares of the Company’s Class B common stock (the “Exchanging Holders”) along with a limited liability company unit of SES Holdings, LLC for a share of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) of up to 16,221,101 shares of Class A Common Stock (the “Exchange Common Stock”); and (b) by the selling stockholders named in the Registration Statement (the “Selling Stockholders”), of up to 25,578,128 shares of Class A Common Stock (the “Resale Common Stock”).
We have also participated in the preparation of a prospectus relating to the Exchange Common Stock and the Resale Common Stock (the “Prospectus”), which is contained in the Registration Statement to which this opinion is an exhibit.
In connection with the opinions expressed herein, we have examined, among other things, the (i) the Fourth Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws of the Company, (ii) the Registration Statement, (iii) the Prospectus, and (iv) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinions expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.
Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond Riyadh San Francisco Tokyo Washington |
1001 Fannin Street, Suite 2500 Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com |
March 1, 2022 Page 2 |
In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) the Registration Statement and any subsequent amendments (including additional post-effective amendments), will be effective and comply with all applicable laws; and (v) the Exchange Common Stock and the Resale Common Stock will be sold in the manner set forth in the Registration Statement and the Prospectus.
Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:
1. With respect to shares of Exchange Common Stock, when both (A) the board of directors of the Company (the “Board”) has taken all necessary corporate action to approve the issuance of and the terms of the offering of the shares of Exchange Common Stock and related matters and (B) certificates representing the shares of Exchange Common Stock have been duly executed, countersigned, registered, and delivered (or non-certificated shares of Exchange Common Stock shall have been properly issued) in accordance with the SES Holdings, LLC Eighth Amended and Restated Limited Liability Company Agreement, as amended, then the shares of Exchange Common Stock will be legally issued, fully paid, and nonassessable; and
2. The shares of Resale Common Stock proposed to be sold by the Selling Stockholders have been duly authorized and validly issued and are fully paid and nonassessable.
We express no opinions concerning the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
The foregoing opinions are limited to the Delaware General Corporation Law and Delaware Limited Liability Company Act (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
March 1, 2022 Page 3 |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
Very truly yours, | |
/s/ Vinson & Elkins L.L.P. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 23, 2022, with respect to the consolidated financial statements and internal control over financial reporting of Select Energy Services, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2021, which are incorporated by reference in this Registration Statement and Prospectus. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
Dallas, Texas
March 1, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
Select Energy Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
N/A
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form
or Filing Type | File Number | Initial Filing | Filing Date | Fee
Offset Claimed | Security
Type Associated with Fee Offset Claimed | Security
Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold
Aggregate Offering Amount Associated with Fee Offset Claimed | Fee
Paid with Fee Offset Source |
|||||||||||||||||
Rules 457(b) and 0-11(a)(2) | |||||||||||||||||||||||||||
Fee Offset Claims | Select Energy Services, Inc. | Form S-3 | 333- 224956 | May 16, 2018 | $ | 99,044.78 | Equity | Class A common stock, par value $0.01 per share | 41,799,229 | $ | 658,337,856.75 | ||||||||||||||||
Fee Offset Sources | Select Energy Services, Inc. | Form S-1 | 333- 224956 | May 16, 2018 | $ | 30,959.57 | (1) | ||||||||||||||||||||
Rule 457(p) | |||||||||||||||||||||||||||
Fee Offset Claims | |||||||||||||||||||||||||||
Fee Offset Sources |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the registrant’s Class A common stock on the New York Stock Exchange on February 25, 2022 of $7.99. |
Table 3: Combined Prospectuses
N/A