0001688476false12/3100016884762020-11-022020-11-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2020
NexTier Oilfield Solutions Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37988
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38-4016639
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification Number)
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3990 Rogerdale Rd.
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Houston,
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Texas
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77042
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(Address of principal executive offices)
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(Zip Code)
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(713) 325-6000
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange On Which Registered
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Common Stock, $0.01, par value
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NEX
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New York Stock Exchange
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 27, 2020, the board of directors of NexTier Oilfield Solutions Inc. (the "Company") adopted the First Amendment to Bylaws to update the Bylaws to reflect the Company's current name, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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First Amendment to Bylaws.
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* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 2, 2020
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NEXTIER OILFIELD SOLUTIONS INC.
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/s/ KEVIN MCDONALD
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Name:
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Kevin McDonald
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Title:
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Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
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FIRST AMENDMENT TO THE BYLAWS OF
KEANE GROUP, INC.
(Adopted October 27, 2020)
This FIRST AMENDMENT to the Bylaws of Keane Group, Inc. (the “First Amendment”), a Delaware corporation (the “Corporation”), is made as of this 27th day of October 2020, by the Board of Directors of the Corporation (the “Board”). Capitalized terms used in this First Amendment but not defined herein shall have the meanings given to such terms in the Bylaws of Keane Group, Inc. in existence as of the date of this First Amendment (the “Bylaws”).
WHEREAS, on October 31, 2019, the Corporation changed its name to “NexTier Oilfield Solutions Inc.”; and
WHEREAS, after due consideration, the Board believes that it is advisable and in the best interests of the Corporation to ensure consistent referencing to the Corporation in its Bylaws;
NOW THEREFORE, the Board hereby adopts follows changes to the Bylaws:
1. The definition of “Corporation” is hereby deleted in its entirety and the following is substituted therefore:
“Corporation” shall mean NexTier Oilfield Solutions Inc., a Delaware corporation.
2. Any other references in the Bylaws to “Keane Group, Inc.” are hereby amended to be “NexTier Oilfield Solutions Inc.”
3. Except for the provisions of the Bylaws that are expressly amended by this First Amendment, the Bylaws shall remain in full force without change.