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Delaware
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1389
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81-4561945
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
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| Large accelerated filer ☐ | | | Accelerated filer ☒ | | | Non-accelerated filer ☐ | | |
Smaller reporting company
☐
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| | | | | | | | | |
Emerging growth company
☐
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| | | | | i | | | |
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 15 | | | |
| | | | | 17 | | | |
| | | | | 21 | | | |
| | | | | 24 | | | |
| | | | | 24 | | |
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) |
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Shares of Class A
Common Stock Owned After this Offering |
| |
Percentage of Class A Common Stock Owned
|
| ||||||||||||||||||
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Before Offering
|
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After Offering
(Assuming All Shares Registered Hereunder Are Sold) |
| ||||||||||||||||||||||||||
SESI, L.L.C.(1)
|
| | | | 3,109,562 | | | | | | 3,109,562 | | | | | | — | | | | | | 3.1% | | | | | | — | | |
Total
|
| | | | 3,109,562 | | | | | | 3,109,562 | | | | | | — | | | | | | 3.1% | | | | | | — | | |
| | |
Class A Common Stock
|
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Class B Common Stock
|
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Combined Voting Power(1)(2)
|
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Name of Beneficial Owner
|
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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)
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| | | | 7,234,068 | | | | | | 7.3% | | | | | | — | | | | | | — | | | | | | 7,234,068 | | | | | | 6.3% | | |
Nick L. Swyka
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| | | | 308,295 | | | | | | * | | | | | | — | | | | | | — | | | | | | 308,295 | | | | | | * | | |
Adam R. Law(9)
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| | | | 293,605 | | | | | | * | | | | | | — | | | | | | — | | | | | | 293,605 | | | | | | * | | |
Paul L. Pistono(10)
|
| | | | 331,866 | | | | | | * | | | | | | — | | | | | | — | | | | | | 331,866 | | | | | | * | | |
Cody J. Ortowski(11)
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| | | | 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
|
| | | $ | 2,765.52** | | |
|
Printing and engraving expenses
|
| | | | * | | |
|
Accounting fees and expenses
|
| | | | * | | |
|
Legal fees and expenses
|
| | | | * | | |
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Miscellaneous
|
| | | | * | | |
|
Total
|
| | | $ | 2,765.52 | | |
| | | | SELECT ENERGY SERVICES, INC. | | |||
| | | | By: | | |
/s/ Nick L. Swyka
Nick L. Swyka
Chief Financial Officer and Senior Vice President |
|
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Name
|
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Title
|
|
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/s/ John D. Schmitz
John D. Schmitz
|
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President, Chief Executive Officer and Chairman
(Principal Executive Officer) |
|
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/s/ Nick L. Swyka
Nick L. Swyka
|
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Chief Financial Officer and Senior Vice President
(Principal Financial Officer) |
|
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/s/ Brian P. Szymanski
Brian P. Szymanski
|
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Chief Accounting Officer
(Principal Accounting Officer) |
|
|
/s/ *
Robert V. Delaney
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Director
|
|
|
/s/ *
David C. Baldwin
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| |
Director
|
|
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/s/ *
Douglas J. Wall
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Director
|
|
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/s/ *
Richard A. Burnett
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Director
|
|
|
/s/ *
Troy W. Thacker
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Director
|
|
|
/s/ *
David A. Trice
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Director
|
|
|
/s/ *
Gayle Burleson
|
| |
Director
|
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* By:
|
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/s/ Nick L. Swyka
Nick L. Swyka
Attorney-in-fact |
| | | |
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 Table
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
N/A
Table 3: Combined Prospectuses
Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | ||||||||
Equity | Class A Common Stock | 1,211,375 | $ | 7,546,866.25 | S-1 | 333-261726 | December 28, 2021 | |||||||
Equity | Class A Common Stock | 3,600,000 | $ | 18,936,000 | S-1 | 333-259083 | September 3, 2021 |