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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934

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SELECT ENERGY SERVICES, INC.

1820 North I-35, P.O. Box 1715
Gainesville, Texas 76241

NOTICE OF ACTION PURSUANT TO WRITTEN CONSENT
OF THE STOCKHOLDERS

October 6, 2017

Dear Stockholder:

        We are furnishing the accompanying information statement to the stockholders of Select Energy Services, Inc. (together with its subsidiaries, the "Company," "Select," "we," "us" or "our") in connection with a written consent in lieu of a special meeting dated July 18, 2017, executed and delivered to the Company by the holders of approximately 61.5% of our shares of common stock (voting as a single class) outstanding as of the date of such consent. We refer to such holders collectively as the "Select consenting stockholders" and such written consent as the "Select stockholders consent."

        On July 18, 2017, we entered into an Agreement and Plan of Merger (the "merger agreement") with Rockwater Energy Solutions, Inc., a Delaware corporation ("Rockwater"), Rockwater Energy Solutions, LLC, a Delaware limited liability company and a subsidiary of Rockwater ("Rockwater LLC"), SES Holdings, LLC, a Delaware limited liability company and a subsidiary of Select ("SES Holdings"), Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Select ("Corporate Merger Sub"), and Raptor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of SES Holdings ("LLC Merger Sub"), pursuant to which we will combine with Rockwater in a stock-for-stock transaction. Upon consummation of the transactions, the Company expects that current Select stockholders will own approximately 64.4% of the combined company and current Rockwater stockholders will own approximately 35.6% of the combined company. Under the merger agreement, at the closing of the transaction, each outstanding share of Rockwater Class A common stock, Rockwater Class A-1 common stock and Rockwater Class B common stock, subject to certain exceptions, will be converted into the right to receive a number of shares of Select Class A common stock, Select Class A-2 common stock and Select Class B common stock, respectively, each in an amount equal to the exchange ratio. The exchange ratio will be equal to 0.7777, provided that it may be reduced (but not increased) prior to the closing under certain circumstances.

        The following actions were authorized on July 18, 2017 by written consent of the Select consenting stockholders:

1.

The issuance of shares of our common stock pursuant to the merger agreement as required by Rule 312.03 of the New York Stock Exchange Listed Company Manual (including, for purposes of satisfying certain requirements under Rule 303A.08 of the New York Stock Exchange Listed Company Manual, shares issued in connection with the conversion of Rockwater's stock awards under their equity incentive plan), which we refer to as the "stock issuance";



2.

The amendment and restatement of our Second Amended and Restated Certificate of Incorporation, which we refer to as the "amended and restated certificate of incorporation"; and



3.

The adoption of the First Amendment to the Select Energy Services, Inc. 2016 Equity Incentive Plan, which we refer to as the "Equity Plan Amendment."

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        We are subject to the New York Stock Exchange ("NYSE") Listed Company Manual because the Select Class A common stock is currently listed on the NYSE under the ticker symbol "WTTR." As a result, we are subject to (i) Rule 312.03 of the NYSE Listed Company Manual, pursuant to which stockholder approval is required prior to the issuance of securities representing 20% or more of the voting power of our outstanding stock before such issuance, and (ii) Rule 303A.08 of the NYSE Listed Company Manual, pursuant to which stockholder approval is required for the approval of equity compensation plans and amendments thereto. In addition, our existing certificate of incorporation provides that it may only be amended by the affirmative vote of the holders of a majority in voting power of the outstanding shares of common stock entitled to vote thereon.

        The consent we have received constitutes the only stockholder approval required under the Delaware General Corporation Law (the "DGCL"), the NYSE Listed Company Manual, our existing certificate of incorporation and our Amended and Restated Bylaws, to approve the stock issuance, the amended and restated certificate of incorporation and the Equity Plan Amendment. Our board of directors is not soliciting your consent or your proxy in connection with this action and neither consents nor proxies are being requested from any other stockholders.

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY

        As the action set forth in this notice and the accompanying information statement has been duly authorized and approved by the written consent of the holders of a majority of our issued and outstanding voting securities, your vote or consent is not requested or required to approve the action. The accompanying information statement is provided solely for your information. The accompanying information statement also serves as the notice required by Section 228 of the DGCL of the taking of a corporate action without a meeting by less than unanimous written consent of our stockholders.

        You are urged to read the accompanying information statement in its entirety.

        The accompanying information statement is being mailed on or about October 6, 2017 to stockholders of record as of the close of business on July 18, 2017.

        We thank you for your continued support.

		Very truly yours,
		John Schmitz
		Chairman and Chief Executive Officer

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NOTICE ABOUT INFORMATION CONTAINED IN THIS INFORMATION STATEMENT

        You should assume that the information in this information statement or any supplement is accurate only as of the date on the front page of this information statement. Our business, financial condition, results of operations and prospects may have changed since that date and may change again.

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FORWARD-LOOKING STATEMENTS

        The information in this information statement includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this information statement regarding our strategy, future operations, financial position, risks, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this information statement, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project," "preliminary," "forecast" and similar expressions or variations are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the cautionary statements included in this information statement. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

•

the time required to complete the mergers;



•

uncertainty as to whether the conditions to closing the mergers will be satisfied or whether the mergers will be completed;



•

the diversion of management time on merger-related issues;



•

the ultimate timing, outcome and results of integrating the operations of Select and Rockwater;



•

the effects of the business combination of Select and Rockwater, including the combined company's future financial condition, results of operations, strategy and plans;



•

potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger;



•

expected benefits from the mergers and the ability of the combined company to realize those benefits;



•

expectations regarding regulatory approval of the mergers;



•

the results of any merger-related litigation, settlements and investigations;



•

the level of capital spending by domestic oil and gas companies;



•

trends and volatility in oil and gas prices;



•

demand for our services;



•

regional impacts to our business, including our key infrastructure assets within the Bakken;



•

our level of indebtedness and our ability to comply with covenants contained in our credit facility or future debt instruments;



•

our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms;



•

our safety performance;



•

the impact of current and future laws, rulings and governmental regulations, including those related to hydraulic fracturing, accessing water, disposing of wastewater and various environmental matters;

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our ability to retain key management and employees;



•

the impacts of competition on our operations;



•

our ability to hire and retain skilled labor;



•

delays or restrictions in obtaining permits by us or our customers;



•

constraints in supply or availability of equipment used in our business;



•

the impacts of advancements in drilling and well service technologies;



•

changes in global political or economic conditions, generally, and in the markets we serve;



•

accidents, weather, seasonality or other events affecting our business; and



•

the other risks identified in this information statement including, without limitation, those under the headings "Description of the Parties," "Management's Discussion and Analysis of Financial Condition and Results of Operations of Select" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of Rockwater."

        These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results. Our future results will depend upon various other risks and uncertainties, including those described elsewhere in this information statement. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement.

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ABOUT THIS INFORMATION STATEMENT

What is the purpose of this information statement?

        This information statement is being furnished to you pursuant to the requirements of the Exchange Act and the DGCL to notify you of a corporate action taken by holders of a majority of our outstanding common stock pursuant to a written consent. We are making this information statement available to you on or about October 6, 2017. The Company is not soliciting your proxy or consent and you are not being asked to take any action in connection with this information statement.

Who is entitled to notice?

        Each holder of record of outstanding shares of our common stock as of the close of business on July 18, 2017, the record date, other than the Select consenting stockholders, is entitled to notice of the action to be taken pursuant to the written consent.

Why did the Company seek stockholder approval?

        Our Class A common stock is listed on the New York Stock Exchange ("NYSE"). Under Section 312.03 of the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of shares of common stock if such common stock has, or will have upon issuance, voting power equal to 20% or more of the voting power outstanding before the issuance of such stock. The number of shares of our common stock issuable upon the stock issuance in accordance with the merger agreement would represent greater than 20% of the voting power of our common stock before such issuance. As a result, stockholder approval of the stock issuance is required under NYSE regulations.

        Under Section 303A.08 of the NYSE Listed Company Manual, stockholder approval is also required on all equity compensation plans and material revisions thereto, with limited exemptions. As a result, stockholder approval of the Equity Plan Amendment is required under NYSE regulations.

        Under our existing certificate of incorporation, the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, shall be required to amend our existing certificate of incorporation. As a result, stockholder approval of the amended and restated certificate of incorporation is required.

What actions were approved by the written consent of holders of a majority of our outstanding common stock?

        Pursuant to the Select stockholders consent, the Select consenting stockholders authorized and approved (i) in accordance with Section 312.03 of the NYSE Listed Company Manual, the stock issuance, (ii) in accordance with our existing certificate of incorporation and the DGCL, the amended and restated certificate of incorporation and (iii) in accordance with Section 303A.08 of the NYSE Listed Company Manual, the Equity Plan Amendment. The foregoing actions will not take effect until the closing of the merger of Corporate Merger Sub with and into Rockwater.

What vote was required to approve the actions?

        Pursuant to the DGCL, our existing certificate of incorporation and our bylaws, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. As of the close of business on July 18, 2017, there were 30,311,340 shares of our Class A common stock and 38,462,541 shares of our Class B common stock issued and outstanding, each share of which entitles the holder thereof to one vote on each matter submitted to our stockholders. Upon the effectiveness of the registration

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statement filed by Select with the SEC, on June 13, 2017, each share of Select Class A-1 common stock outstanding as of such date automatically converted into a share of Class A Common Stock. As a result, on July 18, 2017 no shares of Select Class A-1 common stock were outstanding. On July 18, 2017, the following stockholders owning an aggregate of approximately 42,265,513 shares of our common stock, which represented approximately 61.5% of our total outstanding common stock, executed and delivered the Select stockholders consent:

        Because the requisite stockholder approval for the stock issuance, amended and restated certificate of incorporation and Equity Plan Amendment has been received, all corporate approvals by or on behalf of the Company required for the matters referred to herein have been obtained and no further stockholder votes will be needed.

When will the transactions be completed?

        The closing of the mergers will take place on the third business day following the date on which the last condition to the completion of the mergers has been satisfied or waived, or such other date as Select and Rockwater mutually agree. Select and Rockwater currently expect the closing of the mergers to occur in the fourth quarter of 2017. However, as the mergers are subject to the satisfaction or waiver of other conditions described in the merger agreement, it is possible that factors outside the control of Select and Rockwater could result in the mergers being completed at a later time or not at all. See "The Transaction—The Merger Agreement—Conditions to Completion of the Mergers."

Do I have appraisal rights?

        No. Neither the DGCL nor our existing certificate of incorporation provides holders of our common stock with dissenters' or appraisal rights in connection with the actions described in this information statement.

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THE TRANSACTION

Background of the Transaction

        Select's senior management and the Select board of directors regularly review and discuss Select's performance, prospects and potential strategic opportunities to increase value for Select's stockholders. In connection with these reviews, Select's senior management and the Select board of directors evaluate potential transactions that would further Select's strategic objectives and enhance stockholder value.

        In late October 2016, John Schmitz, the Chairman and Chief Executive Officer of Select, and Robert Delaney, a Partner at Crestview Partners II GP, L.P. ("Crestview Partners") (Select's largest stockholder) and a member of the Select board of directors, met with Holli C. Ladhani, the Chairman, President and Chief Executive Officer of Rockwater, David Baldwin, the Co-President of SCF Partners, L.P. ("SCF Partners") (Rockwater's largest stockholder) and a member of the Rockwater board of directors, and David Patterson, a Vice President of SCF Partners, to discuss a possible business combination between Select and Rockwater and, following such business combination, an initial public offering of the combined company. Following such meeting, on November 11, 2016, Mr. Delaney informed Mr. Baldwin that Select was focused on pursuing transactions that would reduce Select's financial leverage and therefore did not believe a business combination with Rockwater was advisable at that time. Mr. Schmitz subsequently conveyed the same message to Ms. Ladhani.

        On December 20, 2016, Select completed its private placement of 16,100,000 shares of Select Class A-1 common stock, the net proceeds of which were used, among other things, to repay outstanding indebtedness.

        On March 9, 2017, Rockwater completed its private placement of 8,797,500 shares of Rockwater Class A-1 common stock, the net proceeds of which were used, among other things, to repay outstanding indebtedness.

        Later in March 2017, Ms. Ladhani again contacted Mr. Schmitz regarding a possible business combination between Select and Rockwater. After conferring with Mr. Delaney, Mr. Schmitz informed Ms. Ladhani that Select was focused at such time on pursuing its initial public offering, which the Select board of directors believed was important at such time in light of its strategic objectives and contractual obligations to holders of Select's Class A-1 common stock.

        On April 26, 2017, Select completed its initial public offering, the net proceeds of which were used, among other things, to repay outstanding indebtedness and to fund future capital expenditures.

        On May 5, 2017, Mr. Schmitz and Adam Klein, a Partner at Crestview Partners and a member of the Select board of directors, along with certain other members of Select management, met with Ms. Ladhani, as well as Mr. Baldwin, Sean Rice, a Managing Director at SCF Partners and a member of the Rockwater board of directors, and Alexander P. Lynch, a Partner at White Deer Energy L.P. ("White Deer Energy") (which became a significant Rockwater stockholder in connection with the Crescent Acquisition (as defined below)) and a member of the Rockwater board of directors. At such meeting, the participants discussed a possible stock-for-stock merger (the "proposed transaction") between Select and Rockwater, and Mr. Klein proposed that the pro forma ownership of the combined company would be approximately 65% for Select stockholders and approximately 35% for Rockwater stockholders. The participants discussed the potential strategic benefits of the proposed transaction, with all agreeing that both companies should proceed with the evaluation of the proposed transaction. In addition, the group discussed that if the proposed transaction were ultimately consummated, the parties would recommend that Mr. Schmitz would serve as the Executive Chairman of the combined company and Ms. Ladhani would serve as the Chief Executive Officer of the combined company.

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        Also on May 5, 2017, Mr. Schmitz contacted representatives of Piper Jaffray & Co., through its Simmons & Company International division (referred to as "Piper Jaffray"), to assist the Select board of directors and management in evaluating the proposed transaction.

        Entities controlled by Crestview Partners and Mr. Schmitz (as defined above, the "Select consenting stockholders") own approximately 61.5% of the outstanding shares of Select common stock, and entities controlled by SCF Partners and White Deer Energy (the "Rockwater majority stockholders") own approximately 53.2% of the outstanding shares of Rockwater common stock. Two principals of Crestview Partners, Messrs. Delaney and Klein, serve on the Select board of directors. Two principals of SCF Partners, Messrs. Baldwin and Rice, and one principal of White Deer Energy, Mr. Lynch, serve on the Rockwater board of directors. Since the Select consenting stockholders and the Rockwater majority stockholders owned shares sufficient to approve the proposed transaction without any further stockholder approval, the parties recognized the importance of understanding the terms on which such stockholders would support a business combination between Select and Rockwater. Except in Crestview's capacity as a stockholder with respect to the stockholder consents (as defined below) and the registration rights agreement, and the participation of its board designees (in their capacities as directors) in certain negotiations and in deliberations of the Select board of directors, Crestview Partners was not involved in the negotiation of the proposed transaction. Further, except in SCF Partners's capacity as a stockholder with respect to the stockholder consents and the registration rights agreement, and the participation of its board designees (in their capacities as directors) in certain negotiations and in deliberations of the Rockwater board of directors, and except in White Deer Energy's capacity as a stockholder with respect to the stockholder consents and the registration rights agreement, and the participation of its board designee (in his capacities as director) in certain negotiations and in deliberations of the Rockwater board of directors, SCF Partners and White Deer Energy were not involved in the negotiation of the proposed transaction.

        On May 12, 2017, the Select board of directors held a regularly scheduled meeting attended by members of Select management and representatives of Piper Jaffray. Representatives of Piper Jaffray gave a preliminary discussion to the board on a range of possible exchange ratios for the corporate merger. Mr. Schmitz summarized for the Select board of directors the discussions to date with Rockwater. Following that discussion, the Select board of directors authorized Mr. Schmitz to continue discussions with Rockwater regarding a stock-for-stock merger.

        That same day, Mr. Schmitz had a call with Ms. Ladhani and communicated to her that the Select board of directors had authorized Select to pursue the proposed transaction, subject to negotiating an acceptable exchange ratio. Mr. Schmitz reiterated to Ms. Ladhani Select's prior proposal that the pro forma ownership of the combined company would be approximately 65% for Select stockholders and approximately 35% for Rockwater stockholders. Ms. Ladhani stated that she believed that the final determination of the exchange ratio would require further discussion and due diligence. Over the course of the next several days, Mr. Schmitz and Ms. Ladhani had a series of conversations regarding the proposed transaction and in particular the exchange ratio.

        On May 17, 2017, Select reported its results for the first quarter of 2017 and held its earnings conference call with analysts.

        On May 20, 2017, Ms. Ladhani contacted Mr. Schmitz and communicated that the Rockwater board desired to pursue the proposed transaction as previously discussed at a pro forma ownership of the combined company of approximately 63% for Select stockholders and 37% for Rockwater stockholders. Ms. Ladhani also provided Mr. Schmitz with certain financial information supporting Rockwater's counterproposal. Mr. Schmitz advised Ms. Ladhani that he did not believe the Select board of directors would support a transaction with such a pro forma ownership split.

        On May 22, 2017, on behalf of Rockwater, Mr. Baldwin contacted Mr. Delaney and proposed a pro forma ownership of the combined company of approximately 64% for Select stockholders and 36%

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for Rockwater stockholders. Mr. Baldwin indicated that this proposal was Rockwater's best and final offer. Mr. Delaney advised Mr. Baldwin that he believed the Select board of directors would support the transaction at such pro forma ownership levels, subject to further due diligence including updated financial information for the month of May 2017. Messrs. Baldwin and Delaney discussed appointing Mr. Schmitz as Executive Chairman of the combined company and Ms. Ladhani as Chief Executive Officer of the combined company. Following this discussion, Ms. Ladhani contacted Mr. Schmitz and confirmed the agreement between Messrs. Baldwin and Delaney.

        In addition, following such discussions, Mr. Delaney contacted a representative of Vinson & Elkins L.L.P. ("Vinson & Elkins"), Select's outside legal counsel, which had represented Select in its initial public offering, regarding the transaction and authorized Vinson & Elkins to begin preparing transaction documentation.

        On May 26, 2017, Mr. Schmitz conveyed to Ms. Ladhani that Select would only be interested in pursuing a transaction in which the Select consenting stockholders and the Rockwater majority stockholders would consent to the proposed transaction immediately upon execution of the merger agreement (the "stockholder consents"), and the merger agreement would provide for no termination rights for alternative transactions. Ms. Ladhani conveyed to Mr. Schmitz that Rockwater would require a public company style agreement without any representations or warranties surviving closing and with no post-closing indemnification by Rockwater or its stockholders.

        On May 30, 2017, a telephonic meeting among representatives of Select, Rockwater, Vinson & Elkins, Latham & Watkins LLP, as Rockwater's potential legal counsel for the transaction, and Piper Jaffray was held to discuss the proposed transaction process.

        On June 1, 2017, the Select board of directors held a telephonic board meeting. Members of Select management were also in attendance. Mr. Schmitz summarized for the Select board of directors the discussions to date with Rockwater since the previous board meeting on May 12, 2017, including the proposed ownership of the combined company of approximately 64% by Select stockholders and approximately 36% by Rockwater stockholders. The Select board of directors authorized Select management to continue pursuing the proposed transaction at the proposed ownership, subject to additional legal and financial diligence (including updated financial information for the month of May 2017) and definitive documentation.

        On June 2, 2017, an in-person meeting was held in Dallas, Texas, at which members of Select management and Rockwater management discussed the potential transaction. During that meeting, Select conveyed to Rockwater its determination not to proceed with further negotiations unless the parties entered into an exclusivity arrangement. The parties also discussed the potential framework for a transaction, with Rockwater reiterating its view that the proposed transaction must be structured similar to an acquisition of a public company, without any representations or warranties surviving closing and no post-closing indemnification or similar recourse available against Rockwater stockholders. Select also explained its view that deal certainty would be critical to it in determining whether to proceed with a transaction. Later that day, Select and Rockwater entered into a mutual non-disclosure agreement which included an exclusivity arrangement between the two parties until June 30, 2017. This non-disclosure agreement superseded a previous non-disclosure agreement entered into by Select and Rockwater in August 2016. Following the execution of the non-disclosure agreement, each party was subsequently given access to an electronic data room containing due diligence documentation regarding the other party.

        On June 4, 2017, a telephonic meeting among representatives of Select, Rockwater, Vinson & Elkins, Baker Botts L.L.P. ("Baker Botts"), legal counsel to Rockwater, and Piper Jaffray was held to discuss preliminary matters regarding the structure of the transaction. Representatives of Vinson & Elkins and Baker Botts held calls from time to time to discuss additional matters relating to the transaction structure and how to combine the capital structures of the companies.

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        Beginning on June 5, 2017, the parties and their advisors held periodic calls to discuss the status of the key transaction documentation and diligence work streams.

        On June 8, 2017, Select executed an engagement letter with Piper Jaffray to assist Select in connection with its potential combination with Rockwater. Select chose Piper Jaffray based on its knowledge and familiarity with the water solutions business and past experience representing companies in transactions similar to the proposed transaction, and its prior involvement in Select's initial public offering.

        Also on June 8, 2017, an in-person meeting was held in Houston, Texas, at which members of Select management, the Select board of directors, Rockwater management, the Rockwater board of directors and representatives of Select's and Rockwater's respective financial advisors were present. At such meeting, members of the management gave comprehensive management presentations to each other. Subsequent to such meeting, the parties made several follow-up due diligence requests of each other.

        On June 10, 2017, Vinson & Elkins distributed an initial draft of the proposed merger agreement to Baker Botts. Consistent with the message that members of Select management and the Select board of directors previously had communicated to Ms. Ladhani, the draft merger agreement provided for a public company-style agreement with no post-closing indemnification by Rockwater or its stockholders and also required that the merger agreement would be adopted by stockholder consents which would become effective immediately following execution of the merger agreement.

        On June 15, 2017, Vinson & Elkins distributed a summary of proposed governance and registration rights terms to Baker Botts, including the key terms of a shareholders agreement among principal stockholders that would provide for certain voting arrangements that would result in the combined company continuing to be a "controlled company" for purposes of the corporate governance requirements of the NYSE.

        On June 19, 2017, Baker Botts distributed a revised summary of proposed governance and registration rights terms to Vinson & Elkins under which there would be no voting arrangements between the principal stockholders, resulting in the combined company ceasing to be a "controlled company" following closing.

        On June 20, 2017, the Select board of directors held a telephonic board meeting attended by members of Select management, as well as representatives of Piper Jaffray and Vinson & Elkins. Members of Select management provided a general update to the Select board of directors with respect to the proposed transaction. Representatives of Piper Jaffray provided an interim update to the Select board of directors concerning the due diligence review of Rockwater to date and the financial analysis related to the corporate merger.

        Between June 20 and June 27, 2017, the parties and their respective counsel engaged in discussions and negotiations and distributed various drafts of the documentation for the proposed transaction.

        On June 30, 2017, Select and Rockwater agreed that their exclusivity arrangement would continue until July 15, 2017.

        On July 7, 2017, the Select board of directors held a telephonic board meeting attended by members of Select management, as well as representatives of Piper Jaffray and Vinson & Elkins. A representative of Vinson & Elkins provided to the Select board of directors a review of fiduciary duties of directors under Delaware law in the context of consideration of the proposed transaction, including the duties of loyalty and care, the applicability of the business judgment rule and the consideration of the information related to the transaction. The representative of Vinson & Elkins then summarized for the directors the key terms of the proposed merger agreement and noted certain of the key issues that remained open between the parties, including that the stockholder consents would be effective

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immediately following the execution of the merger agreement and the ability of Rockwater to terminate the merger agreement in order to enter into alternative transactions. The Select board of directors authorized Mr. Klein to communicate to Ms. Ladhani their proposal with respect to the open issues.

        Later on July 7, 2017, Mr. Klein contacted Ms. Ladhani and informed her that the Select board of directors was unwilling to pursue the proposed transaction unless the stockholder consents would be effective immediately following the execution of the merger agreement and Rockwater would have no ability to terminate the merger agreement to enter into alternative transactions. Mr. Klein and Ms. Ladhani determined to discuss the proposed terms in more detail at the meeting scheduled for July 11, 2017. Following such conversation, Vinson & Elkins distributed a revised draft of the merger agreement to Baker Botts, which included the stockholder consents and removed the ability of Rockwater to terminate the merger agreement in order to enter into alternative transactions.

        On July 11, 2017, an in-person meeting was held in Houston, Texas, at which members of Select management and Rockwater management, Messrs. Klein and Rice and representatives of their respective legal advisors were present. The parties discussed the key open items in the merger agreement, including the composition of the combined company board, the stockholder consents and the ability of Rockwater to terminate the merger agreement in order to enter into alternative transactions. At such meeting, Mr. Klein conveyed that the pro forma ownership of the combined company (i.e., approximately 64% for Select stockholders and approximately 36% for Rockwater stockholders) remained subject to additional financial diligence, including a review of Rockwater's financial information for the month of June 2017. Ms. Ladhani reiterated that agreement with respect to the items discussed during the meeting, including with respect to the Rockwater board's ability to consider alternative transactions after signing the merger agreement, was conditioned on the exchange ratio remaining as Mr. Klein reiterated at such meeting.

        On July 12, 2017, Baker Botts distributed a revised draft of the merger agreement, which did not require a stockholder vote or provide Rockwater with the ability to entertain, or terminate the merger agreement to enter into, alternative transactions.

        The parties and their respective counsels engaged in discussions and negotiations over the next few days to complete due diligence and finalize the merger agreement and related ancillary documents. These discussions and negotiations included numerous telephone conversations between the parties' executives and representatives, including conversations between Mr. Schmitz and Ms. Ladhani.

        On July 17, 2017, Rockwater management provided to Select management its preliminary financial information for the month of June 2017.

        On the evening of July 17, 2017, the Select board of directors held a telephonic board meeting attended by members of Select management, as well as representatives of Piper Jaffray and Vinson & Elkins. Mr. Schmitz provided a general update to the Select board of directors with respect to the proposed transaction. Members of Select management updated the Select board of directors on the preliminary financial information for the month of June 2017 that Rockwater had provided them supporting the proposed economics of the proposed transaction as previously presented to the Select board of directors. Representatives of Piper Jaffray then made a detailed presentation to the Select board of directors concerning the financial analysis related to the corporate merger. Following the Piper Jaffray presentation, a representative of Vinson & Elkins updated the Select board of directors on the key terms of the draft merger agreement and related ancillary agreements, both of which had been summarized in materials previously provided to the Select board of directors. The Select board of directors authorized Select management to continue negotiations with Rockwater management and finalize the remaining open points in the transaction documents.

        On the afternoon of July 18, 2017, the Select board of directors held a telephonic board meeting. Members of Select management, as well as representatives of Piper Jaffray and Vinson & Elkins, were

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also in attendance. Representatives of Vinson & Elkins updated the Select board of directors on the key terms of the draft merger agreement and related ancillary agreements. At the request of the Select board of directors, Piper Jaffray confirmed there had been no material revisions to its financial analysis presented on July 17, 2017, and rendered its oral opinion to the Select board of directors (which was subsequently confirmed in writing by delivery of Piper Jaffray's written opinion addressed to the Select board of directors dated as of the same date) as to the fairness, from a financial point of view, to Select, of the exchange ratio provided for in the corporate merger of 0.7777. The opinion was subject to specified assumptions, qualifications and limitations. For more information regarding Piper Jaffray's fairness opinion with regard to the corporate merger, please see "—Opinion of Select's Financial Advisor" below. Select management recommended to the Select board of directors to approve the proposed transaction on the terms set forth in the proposed merger agreement, including the proposed exchange ratio, which Select management believed to be in the best interests of the Select stockholders based, in part, on the updated financial information provided by Rockwater on July 17, 2017. After receiving management's recommendation, the Select board of directors unanimously resolved to authorize and approve the proposed merger agreement.

        Later in the afternoon of July 18, 2017, the respective parties to the merger agreement and the registration rights agreement executed those agreements, and the respective parties to the debt commitment letter (as defined below) executed such letter. Immediately following the execution of the merger agreement, the stockholder consents became effective.

        Following the execution of the merger agreement, the registration rights agreement and the debt commitment letter, Select and Rockwater each issued a press release announcing the proposed transaction, and, on the morning of July 19, 2017, Select hosted a joint conference call with Rockwater for the investment community regarding the proposed transaction.

Reasons for the Transaction

        In approving the merger agreement and recommending approval of the issuance of Select common stock to the Rockwater stockholders as part of the mergers, the amended and restated certificate of incorporation and the Equity Plan Amendment, the Select board of directors consulted with members of Select's management, as well as with Select's outside legal and financial advisors. The Select board of directors also considered a number of factors that it viewed as bearing on its decisions.

        The principal factors that the Select board of directors viewed as supporting its decisions were:

        Strategic Considerations.    The Select board of directors considered a number of factors pertaining to the strategic rationale for the mergers, including the following:

•

the combined company will create a leading pre-frac and water solutions company across all major U.S. unconventional basins;



•

both companies operate across all major U.S. unconventional basins, and each company has a strong presence in the Permian Basin;



•

Rockwater's position in the MidCon Basin and the Marcellus and Utica complement Select's additional positions in the Bakken, Eagle Ford, DJ Basin and Haynesville;



•

the enhanced operational scale and footprint of the combined company will provide growth and margin expansion opportunities;



•

the belief of the Select board of directors that the transaction will be accretive to earnings per share, free cash flow per share and EBITDA per share on a fourth quarter 2017 and full years 2018 and 2019 basis, before any contribution from synergies;

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•

the complementary nature of Rockwater's pre-frac and other water-related services, as well as the addition of Rockwater's completion and production chemicals business;



•

the belief of the Select board of directors that the relatively unlevered balance sheet of the substantially larger combined company will provide financial flexibility for larger scale, permanent infrastructure development projects and acquisition opportunities; and



•

the operating synergies attributable to the combination of the two companies (approximately $15 to $20 million annually expected to be fully realized in 2018) through operating efficiencies and consolidation savings.

        Recommendation of Management.    The Select board of directors took into account the recommendation of the mergers by Select management.

        Opinion of Financial Advisor.    The Select board of directors considered the financial analyses of Piper Jaffray, as reviewed and discussed with the Select board of directors, as well as the opinion of Piper Jaffray to the effect that, as of July 18, 2017, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Piper Jaffray's written opinion, and based upon such other factors Piper Jaffray considered relevant, the exchange ratio provided for in the corporate merger of 0.7777 was fair, from a financial point of view, to Select.

        No Further Rockwater Stockholder Approval.    The Select board of directors considered that (i) holders of approximately 53.2% of the outstanding shares of Rockwater common stock had executed and delivered a written consent adopting and approving the merger agreement and the transactions contemplated thereby and (ii) holders of approximately 85.8% of the outstanding Rockwater LLC units had executed and delivered a written consent adopting and approving the merger agreement and the transactions contemplated thereby, each of which became effective immediately following the execution of the merger agreement. As a result of these consents, no further approval by the stockholders of Rockwater or unitholders of Rockwater LLC is required to consummate the transaction.

        Terms of the Merger Agreement.    The Select board of directors reviewed and considered the terms of the merger agreement, including the restrictions on each party's operations between the signing of the merger agreement and the closing of the mergers, the representations and warranties of each party, the conditions to each party's obligation to complete the mergers, the restrictions of each party to consider and engage in negotiations regarding alternative transactions, the rights of each party to terminate the merger agreement and the absence of termination fees. See "The Transaction—The Merger Agreement."

        Post-Mergers Corporate Governance and Structure.    The Select board of directors considered that, following completion of the mergers, Select's existing board of directors and executive management team would continue to help lead the combined company, with John Schmitz becoming the full-time Executive Chairman of Select. In addition, the Select board of directors considered the strength and depth of the combined company management team with natural succession planning. Further, the Select board of directors considered that the combined company could realize substantial benefits from folding Rockwater's regional-based organizational structure into Select's business unit-based organizational structure.

        Financing Commitment.    The Select board of directors considered the debt commitment letter entered into with Wells Fargo Bank, N.A. simultaneously with the execution of the merger agreement providing for a five-year $150 million asset-backed revolving loan facility, which Select expects would be increased to a total of $300 million at the closing of the mergers. The Select board of directors considered management's view that the terms of the proposed facility were competitive in the then-current market for such facilities. The Select board of directors considered the expected level of the combined company's debt and its potential impact on the combined company's future business, financial results, financial condition and stock price.

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        Regulatory Approvals.    The Select board of directors considered the likelihood that the mergers will be completed on a timely basis, including the likelihood that the mergers will receive all necessary regulatory approvals (and the conditions to which such approvals might be subject) and the likelihood that all conditions to consummation of the mergers will be satisfied.

        The Select board of directors weighed the foregoing against certain potentially negative factors, including:

        Consideration.    The Select board of directors considered that the merger consideration will not adjust downwards to compensate Select for any increase in the price of Select Class A common stock prior to the closing of the mergers. The Select board of directors determined that this structure was appropriate and the risk acceptable in view of the relative intrinsic values and financial performance of Select and Rockwater and of the relative ownership of the combined company by current Select stockholders and Rockwater stockholders.

        Diversion of Management.    The Select board of directors considered the possible diversion of management's time and attention from Select's ongoing business due to the substantial time and effort necessary to complete the mergers and plan for and implement the integration of the operations of Select and Rockwater.

        Transaction Costs and Integration.    The Select board of directors took into account the significant transaction and integration costs to be incurred in connection with the mergers and the possibility that the potential benefits of the mergers, including the estimated cost synergies, will not be realized or will not be realized within the expected time period, and the risks and challenges associated with the integration of Select's and Rockwater's businesses, operations and workforces.

        Appraisal Rights.    The Select board of directors considered the availability of statutory appraisal rights under Delaware law in connection with the corporate merger for Rockwater stockholders.

        This discussion of the information and factors considered by the Select board of directors in reaching its conclusions and recommendation includes the principal factors considered by the Select board of directors, but is not intended to be exhaustive and may not include all of the factors considered by the Select board of directors. In view of the wide variety of factors considered in connection with its evaluation of the mergers and the other transactions contemplated by the merger agreement, and the complexity of these matters, the Select board of directors did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the mergers and the other transactions contemplated by the merger agreement, and to make its recommendation to Select stockholders. Rather, the Select board of directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of Select's management and outside legal and financial advisors. In addition, individual members of the Select board of directors may have assigned different weights to different factors.

Opinion of Select's Financial Advisor

        Select engaged Piper Jaffray to act as its financial advisor in connection with the transactions contemplated by the merger agreement. As part of that engagement, the Select board of directors requested that Piper Jaffray evaluate the fairness, from a financial point of view, to Select, of the exchange ratio provided for in the corporate merger of 0.7777 (as used herein, the "exchange ratio"), pursuant to the merger agreement. The exchange ratio was determined through negotiations between Select and Rockwater, and Piper Jaffray did not determine the exchange ratio or any other terms of the transactions contemplated by the merger agreement. On July 18, 2017, Piper Jaffray delivered to the Select board of directors its oral opinion, confirmed by its delivery of a written opinion dated as of the same date, that, as of the date thereof, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Piper Jaffray's written opinion, the exchange ratio provided for in the corporate merger was fair, from a financial point of view, to Select.

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        The full text of Piper Jaffray's written opinion dated July 18, 2017, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Piper Jaffray in delivering its opinion, is attached to this information statement as Annex D and is incorporated herein by reference in its entirety. This summary is qualified by the full text of the attached opinion.

        Piper Jaffray's opinion was addressed to, and provided for the information and benefit of, the Select board of directors and was delivered to the Select board of directors in connection with its evaluation of the fairness, from a financial point of view, to Select of the exchange ratio set forth in the merger agreement and does not address any other terms, aspects or implications of or relating to any other terms of the transactions contemplated by the merger agreement. Piper Jaffray's opinion does not constitute a recommendation to the Select board of directors or to any other persons in respect of the transactions contemplated by the merger agreement. Piper Jaffray's opinion did not address the relative merits of the transactions contemplated by the merger agreement compared to other business or financial strategies that might be available to Select, nor did it address the underlying business decision of Select to enter into the merger agreement or to consummate the transactions contemplated by that agreement. Piper Jaffray has consented to the inclusion of a summary of its opinion in this information statement and the attachment of the full text of its opinion as Annex D.

        Piper Jaffray's opinion necessarily was based upon information made available to Piper Jaffray as of July 18, 2017 and financial, economic, market and other conditions as they existed and could be evaluated by Piper Jaffray on such date. Piper Jaffray has no obligation to, and will not, update, revise or reaffirm its opinion based on subsequent developments. Piper Jaffray's opinion did not express any opinion as to the price at which the shares of Select's class A common stock or any other security of Select will trade at any time.

        The following is a summary of Piper Jaffray's opinion. We encourage you to read carefully, in its entirety, the text of Piper Jaffray's opinion, which is attached to this information statement as Annex D.

        In connection with rendering its opinion, Piper Jaffray, among other things:

(i)

reviewed and analyzed the financial terms of a draft of the merger agreement dated July 18, 2017;



(ii)

reviewed and analyzed certain publicly available financial information and other data relating to Select that Piper Jaffray deemed relevant, including the Registration Statements on Form S-1 in the form in which they became effective, the quarterly report on Form 10-Q for the quarter ended March 31, 2017 and certain current reports on Form 8-K, in each case as filed with or furnished to the SEC by Select;



(iii)

reviewed and analyzed certain nonpublic financial information and other data relating to Rockwater prepared and furnished to Piper Jaffray by management of Rockwater;



(iv)

reviewed and analyzed certain information, including financial forecasts, relating to the business, capital structure, earnings, cash flow, assets, liabilities and prospects of each of Select and Rockwater, on a stand-alone basis, that was publicly available or furnished to Piper Jaffray by Select, including the analyses and forecasts of certain strategic benefits and other synergies expected by management of Select to result from the transactions contemplated by the merger agreement (the "Synergies") and projected pro forma combined financial results of Select after giving effect to the consummation of the transactions contemplated by the merger agreement;



(v)

conducted discussions with members of senior management and representatives of Select concerning the matters described in clauses (ii) through (iv) above, as well as their respective

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businesses and prospects before and after giving effect to the transactions contemplated by the merger agreement;

(vi)

reviewed the current and historical reported prices and trading activity of Select's class A common stock and similar information for certain other companies deemed by Piper Jaffray to be comparable to Select;



(vii)

compared the financial performance of Select and Rockwater with that of certain other publicly traded companies that Piper Jaffray deemed relevant; and



(viii)

reviewed the financial terms, to the extent publicly available, of certain business combination transactions that Piper Jaffray deemed relevant.

        In addition, Piper Jaffray conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as it deemed necessary in arriving at its opinion.

        Piper Jaffray has relied upon and assumed, without assuming liability or responsibility for independent investigation or verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to it or discussed with or reviewed by it. Piper Jaffray further relied upon the assurances of the management of Select that the financial information provided was prepared on a reasonable basis in accordance with industry practice, and that they are not aware of any information or facts that would make any information provided to Piper Jaffray incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of its opinion, Piper Jaffray assumed that with respect to financial forecasts, estimates and other forward-looking information (including the Synergies) reviewed by Piper Jaffray, such information had been reasonably prepared by the management of Select based on assumptions reflecting the best currently available estimates and judgments of the management of Select as to the expected future results of operations and financial condition of Select and Rockwater. Piper Jaffray expressed no opinion as to any such financial forecasts, estimates or forward-looking information (including the Synergies) or the assumptions on which they were based. Piper Jaffray further assumed that the transactions contemplated by the merger agreement will have the tax consequences described in the merger agreement. Piper Jaffray relied, with Select's consent, on advice of the outside counsel and the independent accountants to Select, and on the assumptions of the management of Select as to all accounting, legal, tax and financial reporting matters with respect to Select, Rockwater, the merger agreement and the transactions contemplated thereby.

        In arriving at its opinion, Piper Jaffray assumed that the executed merger agreement was in all material respects identical to the last draft reviewed by Piper Jaffray. Piper Jaffray relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the merger agreement and all other related documents and instruments that are referred to therein are true and correct, (ii) each party to such agreements, documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the transactions contemplated by the merger agreement will be consummated pursuant to the terms of the merger agreement without amendments thereto, (iv) all conditions to the consummation of the transactions contemplated by the merger agreement will be satisfied without waiver by any party of any conditions or obligations thereunder and (v) the exchange ratio will not be adjusted from 0.7777. Further, at the direction of Select and with its consent, Piper Jaffray assumed that the required divestiture (as defined below) would be consummated, Rockwater would receive a specified amount of cash proceeds from such sale and apply such proceeds to reduce outstanding indebtedness, and Select would not be subject to any past or future liabilities associated with the business to be divested pursuant to the required divestiture. Additionally, Piper Jaffray assumed that all the necessary approvals and consents required for the transactions contemplated by the merger agreement will be

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obtained in a manner that will not adversely affect Select or Rockwater or the contemplated benefits of the transactions contemplated by the merger agreement to Select.

        In arriving at its opinion, Piper Jaffray did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of Select or Rockwater, and was not furnished or provided with any such appraisals or valuations, nor did Piper Jaffray evaluate the solvency of Select or Rockwater under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Jaffray in connection with its opinion were going concern analyses. Piper Jaffray expressed no opinion regarding the liquidation value of Select, Rockwater or any other entity. Without limiting the generality of the foregoing, Piper Jaffray undertook no independent analysis of, and its opinion did not reflect the impact of, any pending or potential litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Select, Rockwater or any of their affiliates is a party or may be subject currently or in the future, and at the direction of Select and with its consent, Piper Jaffray's opinion makes no assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes, costs or damages arising out of any such matters or the transactions contemplated by the merger agreement. Moreover, Piper Jaffray undertook no independent analysis of, and its opinion did not reflect the impact of, (i) any actual or potential change in control of Select in connection with the transactions contemplated by the merger agreement, (ii) the financing to be obtained by Select in connection with the transactions contemplated by the merger agreement, (iii) any tax receivable agreement or registration rights agreement to which Select or Rockwater may be party, or (iv) any non-cash consideration to be received by Rockwater in the required divestiture. Piper Jaffray also assumed that neither Select nor Rockwater is party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the transactions contemplated by the merger agreement.

        No company or transaction used in any analysis for purposes of comparison is identical to Select or the transactions contemplated by the merger agreement, respectively. Accordingly, an analysis of the results of the comparisons is not mathematical; rather, it involves complex considerations and judgments about differences in the companies and transactions to which Select and the transactions contemplated by the merger agreement were compared and other factors that could affect the public trading value or transaction value of the companies. For purposes of Piper Jaffray's analysis of the exchange ratio, with the concurrence of Select, Piper Jaffray treated all classes of Select's common stock as one class of common equity and all classes of Rockwater's common stock as one class of common equity.

        Piper Jaffray's opinion is necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion; events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Piper Jaffray did not express any opinion in its opinion as to the price at which shares of Select's class A common stock or any other security of Select or Rockwater may trade following announcement of the transactions contemplated by the merger agreement or at any future time. Piper Jaffray has not undertaken to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

        Piper Jaffray's opinion addressed solely the fairness, from a financial point of view, to Select of the exchange ratio of 0.7777 and does not address any other terms or agreement relating to the corporate merger, the LLC merger or any other terms of the transactions contemplated by the merger agreement. Piper Jaffray was not requested to opine as to, and its opinion does not address: (i) the basic business decision to proceed with or effect the transactions contemplated by the merger agreement; (ii) the merits of the transactions contemplated by the merger agreement relative to any alternative transaction or business strategy that may be available to Select; (iii) any other terms contemplated by the merger agreement or (iv) the solvency, liquidity or financial viability of Select or Rockwater at the date of its

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opinion, upon consummation of the transactions contemplated by the merger agreement, or at any future time. Furthermore, Piper Jaffray expressed no opinion with respect to the amount or nature of compensation to any officer, director or employee of any party to the transactions contemplated by the merger agreement, or any class of such persons, relative to the exchange ratio provided for in the corporate merger or with respect to the fairness of any such compensation. In addition, Piper Jaffray expressed no opinion as to the fairness of (a) the exchange ratio provided for in the LLC merger, relative to the exchange ratio, or (b) the LLC merger.

        Piper Jaffray's opinion was only one of many factors considered by the Select board of directors in its evaluation of the transactions contemplated by the merger agreement and should not be viewed as determinative of the views of the Select board of directors with respect to the transactions contemplated by the merger agreement.

Summary of Material Financial Analyses

        The following is a brief summary of the material financial and comparative analyses that Piper Jaffray deemed to be appropriate for this type of transaction and that Piper Jaffray presented to the Select board of directors on July 17, 2017 in connection with delivering its opinion on July 18, 2017:

•

Merger Accretion/(Dilution) Analyses;



•

Relative Discounted Cash Flow Analyses;



•

Contribution Analyses;



•

Select Publicly Traded Companies Analyses; and



•

Select Comparable Transaction Analyses.

        In addition to the analyses described above, Piper Jaffray also analyzed and reviewed the comparison of the value assessment of the Rockwater 144A Offering (as defined below), which occurred on February 27, 2017, to the implied values based on the merger agreement.

        The following summary, however, does not purport to be a complete description of all of the analyses performed and reviewed by Piper Jaffray underlying the Piper Jaffray opinion, the presentation made by Piper Jaffray to the Select board of directors on July 17, 2017, the oral opinion delivered on July 18, 2017 and the written opinion dated July 18, 2017, but summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. A fairness opinion is thus not susceptible to partial analysis or summary descriptions. In arriving at its opinion, Piper Jaffray did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor.

        The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Piper Jaffray's analyses and reviews, the tables must be read together and with the full text of each summary. The tables alone do not constitute a complete description of Piper Jaffray's analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Piper Jaffray's analyses and reviews.

        To the extent that any of the quantitative data used in Piper Jaffray's financial analyses or described in this summary thereof is based on market data, it is based on market data as it existed on or before July 14, 2017 and is not necessarily indicative of current market conditions.

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Merger Accretion/(Dilution) Analyses

        Piper Jaffray performed a merger analysis using projections for both Select and Rockwater provided by Select management to assess the accretion/(dilution) to Select stockholders based on (i) earnings per share; (ii) cash flow per share; and (iii) EBITDA per share. This analysis was performed for the fourth quarter of 2017, projected 2018 and projected 2019. To illustrate the potential impact of annual synergy assumptions, sensitivity analysis was performed to assess results with zero synergies, $15 million of annual synergies and $30 million of annual synergies.

Relative Value Analysis

        Select management made an assessment of the range of relative values of the following implied exchange analyses to compare the exchange ratio: (i) discounted cash flows, (ii) EBITDA contribution, (iii) tangible adjusted book value contribution, (iv) revenue contribution, (v) gross profit contribution, (vi) comparable companies trading multiples, (vii) comparable oilfield services transactions of Select and Rockwater, and (viii) valuation of Rockwater's private placement of 8,797,500 shares of class A-1

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common stock, $0.01 per share (the "Rockwater Class A-1 Common Stock"), pursuant to Rule 144A, based on their knowledge of the industry.

Relative Discounted Cash Flow Analyses

        Piper Jaffray performed a discounted cash flow analysis of Select and Rockwater to calculate the estimated present value as of September 30, 2017 of the cash flows Select and Rockwater were projected to generate from September 30, 2017 through December 31, 2020, in each case, based on the Select management projections for Select and the Select management projections for Rockwater. Piper Jaffray calculated a terminal value of each company based on a range of EBITDA exit multiples, using its professional judgment given the nature and business of each of Select and Rockwater and the industry in which both operate and Select's current market valuation EBITDA multiples, from 4.0x to 6.0x, to the projected standalone EBITDA of both companies in the terminal year. The cash flows and the terminal value were then discounted to present value using a discount rate of 8.0% to 10.0%, based on an estimate of both companies' weighted average cost of capital calculated using the capital asset pricing model, to derive a range of enterprise values for Select and Rockwater.

Contribution Analysis

        Piper Jaffray analyzed the respective contributions of Select and Rockwater to the combined company using specific historical and estimated future financial metrics, including the relative contribution of EBITDA, revenue and gross profit since 2014 and tangible adjusted book value, based on the historical results of each company, the Select management projections for Select and the Select management projections for Rockwater. For EBITDA, sensitivities were also shown with 0%, 36% and 50% of the Synergies attributed to Rockwater.

Select Publicly Traded Companies Analyses

        Piper Jaffray reviewed and compared certain financial information, ratios and public market multiples for Select and Rockwater to corresponding financial information, ratios and public market multiples for the following publicly traded corporations that provide comparable services as Select and Rockwater and also have material operations in the oilfield services market in North America:

•

CES Energy Solutions Corp.



•

Flotek Industries, Inc.



•

Newpark Resources, Inc.

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•

TETRA Technologies, Inc.



•

Emerge Energy Services LP



•

Fairmount Santrol Holdings Inc.



•

Hi-Crush Partners LP



•

Smart Sand Inc.



•

Source Energy Services Ltd.



•

U.S. Silica Holdings, Inc.



•

Basic Energy Services, Inc.



•

C&J Energy Services, Inc.



•

Keane Group, Inc.



•

Key Energy Services, Inc.



•

Mammoth Energy Services, Inc.



•

NCS Multistage Holdings, Inc.



•

ProPetro Holding Corp.



•

RPC, Inc.



•

Solaris Oilfield Infrastructure, Inc.



•

Superior Energy Services, Inc.

        Although none of the selected companies is directly comparable to Select or Rockwater, the companies included were chosen because they are publicly traded companies with operations that, in Piper Jaffray's experience and professional judgment for purposes of this analysis, may be considered similar to certain aspects of Select or Rockwater's operations, financial profile, size, service profile, geographic exposure and end market exposure.

        Piper Jaffray also calculated and compared various financial multiples and ratios based on information from publicly available historical data and consensus analyst estimates. Enterprise values were calculated for the purpose of these multiples as adjusted for net financial debt, minority interests, equity investments and other debt-like items as disclosed in public filings. The multiples and ratios were calculated using the applicable closing market prices as of July 14, 2017, except for Rockwater which reflects the implied value of Rockwater based on the terms of the merger agreement, shown in the tables below as "Rockwater (At Offer)" and calculated based on net financial debt as of June 30, 2017. The multiples and ratios shown for "Rockwater (At Offer, Adjusted Debt)" reflect Select management's forecasts for net debt as of September 30, 2017, adjusting for assumed cash proceeds from the required divestiture and net present value of tax savings derived from Rockwater's net operating losses, as estimated by Select management. For multiples of tangible book value, multiples were shown for Rockwater using latest available full balance sheet information as of May 31, 2017.

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Select Comparable Transaction Analyses

        Piper Jaffray evaluated the following seven transactions in the NAM oilfield services industry:

        Piper Jaffray evaluated the following fifteen transactions in the oilfield chemicals industry:

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        No transaction utilized as a comparison in the precedent transaction analysis is identical to the transactions contemplated by the merger agreement. In evaluating the transactions contemplated by the merger agreement, Piper Jaffray made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Mathematical analysis, such as determining the median and range, is not in itself a meaningful method of using comparable transaction data. Also, the transaction multiples for precedent transactions reflect the cyclicality of the oilfield services industry.

Other Analysis

        On February 27, 2017, Rockwater completed a private placement of 8,797,500 shares of Rockwater Class A-1 Common Stock pursuant to Rule 144A of the Securities Act (the "Rockwater 144A Offering"). On March 28, 2017, Rockwater acquired Crescent Companies, LLC ("Crescent") from White Deer Energy for $206 million (the "Crescent Acquisition"). Piper Jaffray reviewed the combined enterprise value of the Rockwater 144A Offering and the Crescent Acquisition against the enterprise value of Select's private placement of 16,100,000 shares of Select Class A-1 common stock on December 20, 2016.

Miscellaneous

        Piper Jaffray is a nationally recognized investment banking firm and is regularly engaged as a financial advisor in connection with mergers and acquisitions, underwritings and secondary distributions of securities, private placements, and valuations for corporate and other purposes. Select selected Piper Jaffray to act as its financial advisor based on Piper Jaffray's qualifications, expertise and knowledge of the oil service industry.

        Piper Jaffray was engaged by Select to act as its financial advisor in connection with the transactions contemplated by the merger agreement by entering into an engagement letter dated June 8, 2017. Pursuant to the engagement letter, Select agreed to pay Piper Jaffray (i) an opinion fee of $1,000,000 upon delivery of the opinion to Select, which will be credited against the transaction fee and (ii) contingent upon closing of the transactions contemplated by the merger agreement, a transaction fee of $2,500,000. Piper Jaffray's opinion fee is not contingent upon the consummation of the transactions contemplated by the merger agreement or the conclusions reached in its opinion. Pursuant to the engagement letter, Select also agreed to reimburse Piper Jaffray for certain expenses, retainers and deposits in connection with its services up to $100,000 and to indemnify Piper Jaffray against certain liabilities arising out of its engagement.

        Piper Jaffray and its affiliates have in the past provided and are currently providing financial advisory and financing services to Select and Rockwater and certain of their affiliates including, during the past three years, having acted as a co-manager in connection with Select's initial public offering of class A common stock and having represented affiliates of Rockwater in connection with certain acquisitions, dispositions and potential financings, and may continue to do so and have received, and may receive, fees for the rendering of such services. In addition, in the ordinary course of Piper Jaffray's business, it and its affiliates may actively trade securities of Select and Rockwater for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Piper Jaffray may also, in the future, provide investment banking and financial advisory services to Select, Rockwater or entities that are affiliated with Select or Rockwater, for which Piper Jaffray would expect to receive compensation. Consistent with applicable legal and regulatory requirements, Piper Jaffray has adopted policies and procedures to establish and maintain the independence of Piper Jaffray's Research Department and personnel. As a result, Piper Jaffray's research analysts may hold opinions, make statements or recommendations, and/or publish research reports with respect to Select and the transactions contemplated by the merger agreement and other

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participants in the transactions contemplated by the merger agreement that differ from the views of Piper Jaffray's investment banking personnel.

Unaudited Prospective Financial Information

        Select does not as a matter of course make public long-term projections as to its future earnings or other results because of, among other reasons, the uncertainty of the underlying assumptions and estimates. However, Select is including the following summary of certain internal, unaudited prospective financial information from Select's management's projections for Select and Rockwater solely because that information was made available to the Select board of directors and Piper Jaffray in connection with the mergers.

        The inclusion of the below information should not be regarded as an indication that Select, Piper Jaffray or any other recipient of this information considered—or now considers—it to be necessarily predictive of actual future results.

        The unaudited prospective financial information of Select and Rockwater prepared by Select management was, in general, prepared solely for Select's internal use and is subjective in many respects. As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. Since the unaudited prospective financial information covers multiple years, that information by its nature becomes less predictive with each successive year.

        While presented in this information statement with numeric specificity, the information set forth in the summary of Select's and Rockwater's prospective financial information contained in this information statement was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Select's management, including, among other things, Select's and Rockwater's future results, oil and gas industry activity, commodity prices, demand for oil, natural gas and water-related services, North America rig counts, capacity utilization, and general economic and regulatory conditions. Select believes the assumptions in the prospective financial information were reasonable at the time the financial information was prepared, given the information Select had at the time. However, important factors that may affect actual results and cause the results reflected in Select's and Rockwater's prospective financial information not to be achieved include, among other things, risks and uncertainties relating to their respective businesses, industry performance, the regulatory environment, and general business and economic conditions. The prospective financial information also reflects assumptions as to certain business decisions that are subject to change.

        The Select and Rockwater unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of financial forecasts. Grant Thornton LLP is the independent registered public accounting firm for Select and is referred to as "Grant Thornton." PricewaterhouseCoopers LLP is the independent registered public accounting firm for Rockwater and is referred to as "PwC." The prospective financial information included in this information statement has been prepared by, and is the responsibility of, Select's management. Neither Grant Thornton nor PwC have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Grant Thornton and PwC do not express an opinion or any other form of assurance with respect thereto. The Grant Thornton and PwC reports included in this information statement relate to Select's and Rockwater's, respectively, historical financial information. They do not extend to the prospective financial information and should not be read to do so.

        Except as required by applicable securities laws, Select does not intend to make publicly available any update or other revision to the prospective financial information. The prospective financial

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information for Select and Rockwater does not take into account any circumstances or events occurring after the date that information was prepared. Readers of this information statement are cautioned not to place undue reliance on the unaudited prospective financial information set forth below. None of Select nor any of its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Select stockholder or any other person regarding either Select's or Rockwater's ultimate performance compared to the information contained in the prospective financial information or that financial and operating results will be achieved. Rockwater has made no representation to Select, in the merger agreement or otherwise, concerning the Rockwater prospective financial information. Similarly, Select has made no representation to Rockwater, in the merger agreement or otherwise, concerning the Select prospective financial information.

        Select Management Projections for Select.    The following table sets forth certain summarized prospective financial information regarding Select for the second half of 2017 through 2020, which was prepared by Select management.

        Select Management Projections for Rockwater.    The following table sets forth certain summarized prospective financial information regarding Rockwater for the second half of 2017 through 2020, which was prepared by Select management.

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        The unaudited prospective financial information for Select and Rockwater for the second half of 2017 took into account each company's current operational and financial performance in conjunction with expected performance using certain assumptions around anticipated activity levels of key customers. Revenue growth expectations for the years 2018 through 2020 were prepared in part based upon evaluating certain assumptions, including rig and well count projections from independent third-party research firms. In addition, certain management assumptions were made regarding potential completions activity from the drawdown of the drilled, uncompleted well backlog, reported by the Energy Information Administration to be in excess of 7,000 drilled, uncompleted wells as of July 2017. Adjusted EBITDA growth is driven by incremental margin growth on the incremental revenues. The forecasts do not reflect any contribution from direct or indirect revenue or cost saving synergies relating to the contemplated transactions.

The Merger Agreement

        The following section summarizes material provisions of the merger agreement, which is attached to this information statement as Annex A and is incorporated herein by reference in its entirety. The rights and obligations of Select and Rockwater are governed by the express terms and conditions of the merger agreement and not by this summary or any other information contained in this information statement. This summary is qualified in its entirety by reference to the merger agreement.

        The merger agreement is included in this information statement to provide you with information regarding its terms and is not intended to provide any factual information about Select or Rockwater. The merger agreement contains representations and warranties by each of the parties to the merger agreement. These representations and warranties have been made solely for the benefit of the other parties to the merger agreement and:

•

are not necessarily intended as statements of fact, but rather as a way of allocating the risk between the parties in the event that the statements therein prove to be inaccurate;



•

have been qualified by certain disclosures that were made between the parties in connection with the negotiation of the merger agreement, which disclosures are not reflected in the merger agreement; and



•

may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors.

        Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this information statement.

Terms of the Mergers; Merger Consideration

        The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the DGCL, at the effective time of the corporate merger, Corporate Merger Sub will merge with and into Rockwater and the separate existence of Corporate Merger Sub will cease. Rockwater will be the surviving corporation in the corporate merger and will become a wholly owned subsidiary of Select (in such capacity, the "surviving corporation"). At the effective time of the corporate merger, each outstanding share of Rockwater Class A common stock, Rockwater Class A-1 common stock and Rockwater Class B common stock (other than shares owned by Rockwater, shares owned by Select, Corporate Merger Sub or any of Select's subsidiaries, which will be canceled at the effective time of the corporate merger and no consideration will be delivered in exchange therefor, and shares that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to and who complies in all respects with the provisions of Section 262 of the DGCL), will be converted into the right to receive a number of shares

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of Select Class A common stock, Select Class A-2 common stock and Select Class B common stock, respectively, each in an amount equal to the exchange ratio (as described below), provided that (i) if any holder of Rockwater Class A common stock or Rockwater Class A-1 common stock is not an accredited investor (as determined by Select in its reasonable discretion), such holder will instead receive a cash payment based upon the number of shares of Select common stock that such holder would otherwise be entitled to receive and the volume weighted average price of Select Class A common stock for the five consecutive trading days ending on the date immediately prior to the closing date and (ii) if any holder of Rockwater Class B common stock is not an accredited investor (as determined by Select in its reasonable discretion), such shares of Rockwater Class B common stock will be canceled, and such holder will not be entitled to any consideration (in addition to what such holder would receive for Rockwater LLC units, as described below) in exchange for such shares. The letter agreement (as defined below) clarifies that, in connection with the cancellation and retiring of any shares of Rockwater common stock at the effective time of the corporate merger then owned by Select or Corporate Merger Sub or any of Select's subsidiaries (including Select Energy Services, LLC) (for which no consideration shall be delivered in exchange therefor), a corresponding number of Rockwater LLC units then owned by Rockwater shall be simultaneously canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

        The merger agreement also provides that, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the Limited Liability Company Act of the State of Delaware, at the effective time of the LLC merger, LLC Merger Sub will merge with and into Rockwater LLC and the separate existence of LLC Merger Sub will cease. Rockwater LLC will be the surviving limited liability company in the LLC merger and will become an indirect wholly owned subsidiary of SES Holdings. At the effective time of the LLC merger, all units of Rockwater LLC will be converted into the right to receive a number of units of SES Holdings in an amount equal to the exchange ratio, provided that if any holder of units of Rockwater LLC is not an accredited investor, such holder will instead receive a cash payment based upon the volume weighted average price of Select Class A common stock for the five consecutive trading days ending on the date immediately prior to the closing date.

        The exchange ratio will be equal to 0.7777, provided that it may be reduced (but not increased) prior to closing under certain circumstances set forth in the merger agreement.

        As of the effective time of the corporate merger, each outstanding and unexercised option to purchase shares of Rockwater Class A common stock will be converted into an option to purchase shares of Select Class A common stock (a "Replacement Option"), with the same terms and conditions as in effect immediately prior to the effective time of the corporate merger, in an amount determined by multiplying the number of shares of Rockwater Class A common stock subject to such options as of immediately prior to the effective time of the corporate merger by the exchange ratio, at an exercise price per share of Select Class A common stock equal to the exercise price per share of Rockwater Class A common stock under such option divided by the exchange ratio.

        As of the effective time of the corporate merger, each outstanding restricted stock award of Rockwater Class A common stock will be converted into a restricted stock award of Select Class A common stock (a "Replacement Restricted Stock Award" and, collectively, together with the Replacement Options, the "Replacement Awards"), with the same terms and conditions as in effect immediately prior to the effective time of the corporate merger, in an amount equal to the number of shares of Select Class A common stock determined by multiplying the number of shares of Rockwater Class A common stock subject to such restricted stock award as of immediately prior to the effective time of the corporate merger by the exchange ratio.

        Select will not issue fractional shares of Select Class A common stock, Select Class A-2 common stock or Select Class B common stock pursuant to the merger agreement. Instead, any holder of

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Rockwater Class A common stock or Rockwater Class A-1 common stock who would otherwise be entitled to receive a fraction of a share of Select Class A common stock or Select Class A-2 common stock will receive cash (without interest) in lieu of such fraction of a share, upon surrender of such holder's shares of Rockwater Class A common stock or Rockwater Class A-1 common stock, in an amount equal to the product of (i) such fractional part of a share of Select Class A Common Stock or Select Class A-2 common stock, as applicable, multiplied by (ii) the volume weighted average price of Select Class A common stock for the five consecutive trading days ending on the date immediately prior to the closing date. Any holder of Rockwater Class B common stock who would otherwise be entitled to receive a fraction of a share of Select Class B common stock will have such shares of Rockwater Class B common stock canceled, and such holder will not be entitled to any additional consideration in exchange for such fractional share of Rockwater Class B common stock.

        SES Holdings will not issue fractional units of SES Holdings pursuant to the merger agreement. Instead, any holder of Rockwater LLC units who would otherwise be entitled to receive a fraction of a unit of SES Holdings will receive cash (without interest) in lieu of such fraction of a unit, upon surrender of such holder's units of Rockwater LLC, in an amount equal to the product of (i) such fractional part of a unit of SES Holdings multiplied by (ii) the volume weighted average price of Select Class A common stock for the five consecutive trading days ending on the date immediately prior to the closing date.

        Any shares of Rockwater Class A common stock, Rockwater Class A-1 common stock or Rockwater Class B common stock issued and outstanding immediately prior to the effective time of the corporate merger that are held by a record holder who is entitled to demand and properly demands appraisal of such shares pursuant to Section 262 of the DGCL will not be converted into the right to receive applicable shares of Select common stock but instead will be converted into a right to receive payment of the fair value of such shares in accordance with Section 262 of the DGCL, and at the effective time of the corporate merger will automatically be canceled and cease to exist. No dissenters' or appraisal rights will be available to any holders of units of Rockwater LLC with respect to the mergers.

Post-Closing Governance

        In connection with the closing of the mergers, under the merger agreement, John Schmitz, the current Chairman and Chief Executive Officer of Select, will continue as Executive Chairman of the board of directors of Select, and Holli C. Ladhani, the current President, Chief Executive Officer and Chairman of the board of directors of Rockwater, will be appointed President and Chief Executive Officer of Select. At the closing of the corporate merger, under the merger agreement, Select will take all necessary corporate action to appoint to the board of directors of Select the following persons: (i) Holli C. Ladhani, as President and Chief Executive Officer, and (ii) three directors who are current members of Rockwater's board of directors designated by Rockwater, after consultation with Select (the "Rockwater directors"). Additionally, at the closing of the corporate merger, a nominating and governance committee of the Select board of directors will be formed, and one of the Rockwater directors will be appointed as chairman thereof. See "Board of Directors and Executive Management Following the Transaction."

        Upon the closing of the transactions contemplated by the merger agreement, we expect that Select will cease to be a "controlled company" under the rules and regulations of the NYSE.

        The merger agreement also requires Select to use commercially reasonably efforts to enter into an agreement with White Deer Energy pursuant to which, from and after the effective time of the corporate merger, White Deer Energy will have the right to appoint a single representative as a board observer with respect to the Select board of directors, provided, that such agreement will (i) terminate on the date on which White Deer Energy and its affiliates no longer beneficially own at least 50% of the shares of Select common stock that they beneficially own as of the closing and (ii) include reasonable confidentiality obligations.

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Equityholder Approval

        On July 18, 2017, the Select consenting stockholders executed and delivered the Select stockholders consent, which become effective immediately following the execution of the merger agreement.

        In addition, on July 18, 2017, (i) holders of approximately 53.2% of the outstanding shares of common stock of Rockwater (voting as a single class) executed and delivered a written consent adopting and approving the merger agreement and the transactions contemplated thereby, including the corporate merger, which consent became effective immediately following the execution of the merger agreement, and (ii) holders of approximately 85.8% of the outstanding Rockwater LLC units executed and delivered a written consent approving and adopting the merger agreement and the transactions contemplated thereby, including the LLC merger, which consent became effective immediately following the execution of the merger agreement.

        As a result of the consents described above, no further approval by the equityholders of Select, SES Holdings, Rockwater or Rockwater LLC is required to consummate the transactions contemplated by the merger agreement.

Completion of the Mergers

        The closing of the mergers will take place on the third business day following the date on which the last condition to the completion of the mergers has been satisfied or waived, or such other date as Select and Rockwater mutually agree. Each of the corporate merger and the LLC merger will become effective at the date and time the parties file each merger's respective certificate of merger with the Delaware Secretary of State, or at such subsequent time as agreed to in writing by Select and Rockwater and specified in such certificate of merger. In no event will the effective time of the LLC merger occur prior to the effective time of the corporate merger.

        Select and Rockwater currently expect the closing of the mergers to occur in the fourth quarter of 2017. However, as the mergers are subject to the satisfaction or waiver of other conditions described in the merger agreement, it is possible that factors outside the control of Select and Rockwater could result in the mergers being completed at an earlier time, a later time or not at all. See "—Conditions to Completion of the Mergers."

Representations and Warranties

        The merger agreement contains representations and warranties made by each party to the merger agreement regarding aspects of such party's business, financial condition, structure and other facts pertinent to the mergers. Each of the parties to the merger agreement has made representations and warranties regarding, among other things:

•

organization, good standing and power;



•

authority with respect to the execution, delivery and performance of the merger agreement, and the due and valid execution and delivery and enforceability of the merger agreement;



•

capital structure;



•

absence of conflicts with, or violations of, organizational documents, other contracts, permits and applicable laws;



•

required regulatory filings and consents and approvals of governmental entities;



•

financial statements and absence of undisclosed liabilities;



•

absence of certain changes and events since December 31, 2016;

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•

information supplied in this information statement;



•

intellectual property matters;



•

title to and leasehold interests in real properties;



•

employee compensation and benefits matters;



•

tax matters;



•

environmental matters;



•

compliance with laws;



•

absence of certain litigation;



•

material contracts;



•

insurance;



•

labor matters;



•

regulatory matters and permits; and



•

customers and suppliers.

        Select, SES Holdings, Corporate Merger Sub and LLC Merger Sub also made additional representations and warranties relating to:

•

absence of untrue statements of a material fact or omissions of any material fact in Securities and Exchange Commission ("SEC") filings since April 26, 2017;



•

the debt commitment letter with Wells Fargo Bank, N.A. (the "debt commitment letter"); and



•

ownership of any Rockwater common stock.

        Rockwater and Rockwater LLC also made additional representations and warranties relating to the ownership of subsidiaries and the inapplicability of takeover statutes and provisions.

        Many of the representations and warranties in the merger agreement are qualified by a "materiality" or "material adverse effect" standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect). For purposes of the merger agreement, a "material adverse effect" generally means, with respect to any person, any circumstances, developments, changes, events, effects or occurrences that have (i) a material and adverse effect on the ability of any party to consummate or that would prevent or materially impede, interfere with or delay the consummation of the mergers by the specified end date or (ii) a material and adverse effect upon the financial condition, results of operations, properties, assets or liabilities of such person and its subsidiaries taken as a whole excluding:

•

any circumstance, development, change, event, effect or occurrence resulting from or relating to changes in general economic, oilfield services industry or financial market conditions, except in the event, and only to the extent, that such circumstance, development, change, event, effect or occurrence has had a disproportionate effect on Select or Rockwater and each of their respective subsidiaries, as applicable, taken as a whole, as compared to other persons operating in such industry in the same regions and segments as Select or Rockwater, as applicable;



•

any circumstance, development, change (including changes in applicable law), event, effect or occurrence that generally affects the industries in which Select or Rockwater and each of their respective subsidiaries, as applicable, are engaged (including changes in commodity prices, general market prices and regulatory changes affecting such industries generally or persons

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operating in such industries in the same regions as Select or Rockwater and each of their respective subsidiaries, as applicable), except in the event, and only to the extent, that such circumstance, development, change, event, effect or occurrence has had a disproportionate effect on Select or Rockwater and each of their respective subsidiaries, as applicable, taken as a whole, as compared to other persons operating in such industry in the same regions and segments as Select or Rockwater, as applicable;

•

the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any natural disasters and acts of terrorism (but not any such event resulting in any damage or destruction to or loss of such Select's or Rockwater's and each of their respective subsidiaries' physical properties to the extent such change or effect would otherwise constitute a material adverse effect);



•

any failure to meet internal or analysts' estimates, projections or forecasts (it being understood that the underlying cause of any such failure, not otherwise excluded by the exceptions set forth in this definition, may be taken into consideration in determining whether a material adverse effect has occurred or is reasonably expected to occur);



•

any circumstance, development, change, event, effect or occurrence resulting from or relating to the announcement or pendency of the transactions contemplated by the merger agreement;



•

any change in GAAP, or in the interpretation thereof, as imposed upon Select or Rockwater and each of their respective subsidiaries, as applicable, or their respective businesses or any change in applicable laws, or in the interpretation thereof; or



•

solely with respect to Select and its subsidiaries, a decline in market price, or a change in trading volume, of the Select Class A common stock (it being understood that any underlying cause of any such decline or change, not otherwise excluded by the exceptions set forth in this definition, may be taken into consideration when determining whether a material adverse has occurred or is reasonably expected to occur).

Conduct of Business

        Each of Select and Rockwater has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the closing. In general, each of Select and Rockwater has agreed to use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice, including by using its commercially reasonable efforts to preserve substantially intact its current business organization, retain its key officers and key employees, and maintain its existing relations and goodwill with key suppliers and customers.

        In addition, Select has agreed to specific restrictions relating to the conduct of its business between the date of the merger agreement and the closing, including, without limitation, to not do any of the following (subject, in each case, to exceptions specified below and in the merger agreement or previously disclosed in writing to Rockwater as provided in the merger agreement, as required by applicable law or as consented to in advance by Rockwater, which consent may not be unreasonably withheld, delayed or conditioned):

•

declare, set aside or pay dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity or voting interests other than dividends and distributions by a direct or indirect wholly owned subsidiary of Select or SES Holdings to Select or SES Holdings, or to another direct or indirect wholly owned subsidiary of Select or SES Holdings, pursuant to any registration rights agreements or certain tax distributions;



•

split, combine, or reclassify any of its capital stock or other equity or voting interests;

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•

offer, issue, deliver, grant, sell, pledge, or otherwise encumber any shares of its capital stock, any other equity or voting interests or any securities convertible into, or exchangeable for, or any options, warrants, calls, or rights to acquire or receive, any such shares, interests, or securities or any stock appreciation rights, phantom stock awards, or other rights that are linked in any way to the price of Select Class A common stock, Select Class A-2 common stock or Select Class B common stock or any equity awards, or the value of Select or any part thereof, other than:



•

the issuance of shares of Select Class A common stock, Select Class A-2 common stock or Select Class B common stock upon the vesting of equity awards of Select outstanding as of the date of the merger agreement (and in accordance with their terms);



•

issuance of Select Class A common stock, Select Class A-2 common stock or Select Class B common stock in connection with any acquisition of assets or securities of all or a portion of all of the business or property of another person, or any merger, consolidation or other business transaction permitted by the merger agreement; or



•

permitted liens.



•

amend its existing certificate of incorporation or bylaws or adopt any change in the comparable similar organizational documents of any of its subsidiaries (including by merger, consolidation or otherwise);



•

consummate or adopt a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization, or merge, consolidate, combine or amalgamate with any other person (except with respect to its subsidiaries other than SES Holdings, or as otherwise permitted under the merger agreement);



•

acquire by merger or otherwise, or lease any assets or securities or all or any portion of the business or property of any entity or merge, consolidate or enter into any other business combination transaction with any person, in each case other than (i) pursuant to an agreement of Select or any of its subsidiaries in effect on the date of the merger agreement and disclosed to Rockwater or (ii) acquisitions for which the purchase price is $7,500,000 individually and $15,000,000 in the aggregate;



•

make any capital expenditures that are, with respect to any fiscal quarter, in the aggregate greater than 110% of the aggregate amount of capital expenditures scheduled to be made in Select's capital expenditure budget for such fiscal quarter as disclosed to Rockwater (except for capital expenditures to repair damages resulting from insured casualty events where there is a reasonable basis for a claim of insurance, or made in response to an emergency);



•

sell, lease, exchange or otherwise dispose of any portion of its properties or assets, other than (i) pursuant to an agreement in effect as of the date of the merger agreement and disclosed to Rockwater, (ii) sales, leases and dispositions of inventory and the granting of nonexclusive licenses in the ordinary course of business consistent with past practice, and that do not exceed $250,000 individually or $1,000,000 in the aggregate during any fiscal quarter, (iii) disposition of obsolete or worn-out equipment or assets that are no longer used in the course of ordinary business consistent with past practice or (iv) transactions solely among Select, SES Holdings and their respective wholly owned subsidiaries;



•

incur, create or assume any indebtedness or guarantee any such indebtedness of another person or create any material encumbrances on any property or assets of Select or any of its subsidiaries in connection with any indebtedness, other than:



•

in the ordinary course of business consistent with past practice;



•

indebtedness under existing credit facilities;

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•

permitted liens; or



•

in connection with the repayment of any indebtedness of Select and its subsidiaries, any financing in connection with the consummation of the mergers or in connection with any permitted acquisitions by Select or any of its subsidiaries.



•

make any (i) loans, advances or extension of credit other than trade credit to customers in the ordinary course of business consistent with past practice or (ii) capital contributions to, or investments in, any other person, other than any direct or indirect wholly owned subsidiary of Select or any direct or indirect wholly owned subsidiary of SES Holdings;



•

settle any legal proceeding against Select or any of its subsidiaries (including claims of stockholders and any stockholder litigation relating to the merger agreement, the mergers or otherwise) for an amount in excess of $1,000,000 individually and $3,000,000 in the aggregate, in each case net of insurance proceeds, other than the settlement or compromise of any legal proceedings that involves a material conduct remedy or material injunctive or similar relief, involves an admission of criminal wrongdoing by Select or any of its subsidiaries or has a restrictive impact on the business of Select and its subsidiaries, taken as a whole, in any material respect;



•

waive or release any material claim or legal proceeding brought by Select or any of its subsidiaries against another person, other than in the ordinary course of business consistent with past practice;



•

enter into any material contract other than in the ordinary course of business consistent with past practice; provided, however, that any material contract entered into in the ordinary course of business consistent with past practice will not, as a result of the consummation of the transactions contemplated by the merger agreement, give rise to a right of, or result in, termination, cancellation, or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any encumbrance in or upon any of the properties or assets of Select or any of its subsidiaries under, or give rise to any increased, additional, accelerated, or guaranteed rights or entitlements under, any provision of such contract;



•

other than in the ordinary course of business consistent with past practice, modify, amend, terminate or assign, or waive or assign any material rights under, any material contract; provided, however, that any material contract entered into in the ordinary course of business consistent with past practice will not, as a result of the consummation of the transactions contemplated by the merger agreement, give rise to a right of, or result in, termination, cancellation, or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any encumbrance in or upon any of the properties or assets of Select or any of its subsidiaries under, or give rise to any increased, additional, accelerated, or guaranteed rights or entitlements under, any provision of such contract;



•

adopt or enter into any collective bargaining agreement or other contract with a labor union or representative of employees that is applicable to the employees of Select or any of its subsidiaries;



•

grant any increases in the compensation (including incentive, severance, change-in-control or retention compensation) or benefits paid, payable, provided or to become payable or provided to, or grant any cash- or equity-based awards to, any current or former directors, officers, employees or other individual service providers of Select or its subsidiaries, other than:



•

as required by a Select benefit plan in accordance with its terms as in effect as of the date of the merger agreement; or

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•

increases available to employees and non-executive officers in the ordinary course of business (including promotions in the ordinary course of business).



•

grant or provide any change-in-control, severance or retention payments or benefits to any current or former directors, officers, employees or other individual service providers of Select or any of its subsidiaries;



•

establish, adopt, enter into, amend or terminate any Select benefit plan or any other plan, policy, program, agreement or arrangement that would be a Select benefit plan if in effect on the date of the merger agreement;



•

enter into, amend or terminate any collective bargaining agreement or similar agreement;



•

hire, promote or terminate the employment or service (other than for cause) of any employee or other individual service provider of Select or any of its subsidiaries with a total annual compensation opportunity in excess of $250,000;



•

take any action to accelerate the vesting or payment, or fund or in any way secure the payment, of compensation of benefits under any Select benefit plan;



•

other than in the ordinary course of business consistent with past practice, (i) change, make or rescind any material election relating to taxes (including any election for any joint venture, partnership, limited liability company or other investment where Select or one of its subsidiaries has the authority to make such binding election in its discretion, but excluding any election that must be made periodically and is made consistent with past practice), (ii) settle or compromise any material legal proceeding relating to taxes or (iii) change any material method of tax accounting;



•

except as required by GAAP, change its fiscal year or make any material changes in financial accounting methods, principles, or practices;



•

fail to keep in full force or find a substantially comparable replacement for all insurance policies; or



•

authorize any of, or commit, resolve, or agree to take any of, the foregoing actions.

        Rockwater has agreed to specific restrictions relating to the conduct of its business between the date of the merger agreement and the closing, including, without limitation, to not do any of the following (subject, in each case, to exceptions specified below and in the merger agreement or previously disclosed in writing to Select as provided in the merger agreement, as required by applicable law or as consented to in advance by Select, which consent may not be unreasonably withheld, delayed or conditioned):

•

declare, set aside or pay dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity or voting interests other than dividends or distributions by a direct or indirect wholly owned subsidiary of Rockwater or Rockwater LLC to Rockwater or Rockwater LLC, or to another direct or indirect wholly owned subsidiary of Rockwater or Rockwater LLC, pursuant to a registration rights agreement between Rockwater and FBR Capital Markets & Co. or certain tax distributions;



•

split, combine, or reclassify any of its capital stock or other equity or voting interests;



•

purchase, redeem, or otherwise acquire any shares of capital stock or any other securities of Rockwater or any of its subsidiaries or any securities convertible into or exchangeable for such shares of capital stock or other securities or any options, warrants, calls, or rights to acquire any such shares or other securities, other than (i) as required by the terms of any capital stock or equity interest of a subsidiary of Rockwater or (ii) for any acquisition of shares of Rockwater

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Class A common stock, Rockwater Class A-1 common stock or Rockwater Class B common stock tendered by holders of Rockwater stock options or restricted stock awards in accordance with the terms of the Rockwater equity plan and the applicable award agreements as in effect on the date of the merger agreement to satisfy obligations to pay exercise price and other withholding obligations;

•

offer, issue, deliver, grant, sell, pledge, or otherwise encumber any shares of its capital stock, any other equity or voting interests or any securities convertible into, or exchangeable for, or any options, warrants, calls, or rights to acquire or receive, any such shares, interests, or securities or any stock appreciation rights, phantom stock awards, or other rights that are linked in any way to the price of Rockwater Class A common stock, Rockwater Class A-1 common stock, Rockwater Class B common stock, Rockwater stock options or restricted stock awards or the value of Rockwater or any part thereof, other than:



•

the issuance of shares of its common stock upon the exercise of Rockwater stock options or the vesting of Rockwater restricted stock awards outstanding as of the date of the merger agreement (and in accordance with their terms); or



•

permitted liens.



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amend its existing certificate of incorporation or bylaws or adopt any change in the comparable similar organizational documents of any of its subsidiaries (including by merger, consolidation or otherwise);



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consummate or adopt a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization, or merge, consolidate, combine or amalgamate with any other person (except with respect to its subsidiaries other than Rockwater LLC, or as otherwise permitted under the merger agreement);



•

acquire (including by merging or consolidating with, purchasing any equity interest or a substantial portion of the assets of, exchanging, licensing, or by any other manner), any business or any person or other business organization or division thereof, in each case other than (i) pursuant to an agreement of Rockwater or any of its subsidiaries in effect on the date of the merger agreement and disclosed to Select or (ii) acquisitions for which the purchase price is $5,000,000 individually and $10,000,000 in the aggregate;



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make any capital expenditures that are, with respect to any fiscal quarter, in the aggregate greater than 110% of the aggregate amount of capital expenditures scheduled to be made in Rockwater's capital expenditure budget for such fiscal quarter as disclosed to Select (except for capital expenditures to repair damages resulting from insured casualty events where there is a reasonable basis for a claim of insurance, or made in response to an emergency);



•

sell, lease, exchange or otherwise dispose of any portion of its properties or assets, other than (i) pursuant to an agreement in effect as of the date of the merger agreement and disclosed to Select, (ii) sales, leases and dispositions of inventory and the granting of nonexclusive licenses in the ordinary course of business consistent with past practice, and that do not exceed $250,000 individually or $1,000,000 in the aggregate, (iii) disposition of obsolete or worn-out equipment or assets that are no longer used in the ordinary course of business consistent with past practice, (iv) transactions solely among Rockwater, Rockwater LLC and their respective wholly owned subsidiaries or (v) the required divestiture or the business to be divested pursuant to the required divestiture;



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incur, create or assume any indebtedness or guarantee any such indebtedness of another person or create any material encumbrances on any property or assets of Rockwater or any of its

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subsidiaries in connection with any indebtedness, other than in the ordinary course of business consistent with past practice, permitted liens or indebtedness under existing credit facilities;

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make any (i) loans, advances or extension of credit other than trade credit to customers in the ordinary course of business consistent with past practice or (ii) capital contributions to, or investments in, any other person, other than any direct or indirect wholly owned subsidiary of Rockwater or any direct or indirect wholly owned subsidiary of Rockwater LLC (other than the business to be divested in the required divestiture);



•

other than litigation in respect of any transactions entered into pursuant to the merger agreement, settle any legal proceeding against Rockwater or any of its subsidiaries (including claims of stockholders and any stockholder litigation relating to the merger agreement, the mergers or otherwise) for an amount in excess of $1,000,000 individually and $2,000,000 in the aggregate, in each case net of insurance proceeds, other than the settlement or compromise of any legal proceedings that involves a material conduct remedy or material injunctive or similar relief, involves an admission of criminal wrongdoing by Rockwater or any of its subsidiaries or has a restrictive impact on the business of Rockwater and its subsidiaries, taken as a whole, in any material respect;



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other than litigation in respect of any transactions entered into pursuant to the merger agreement, waive or release any material claim or legal proceeding brought by Rockwater or any of its subsidiaries against another person, other than in the ordinary course of business consistent with past practice;



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enter into any material contract other than in the ordinary course of business consistent with past practice; provided, however, that any material contract entered into in the ordinary course of business consistent with past practice will not, as a result of the consummation of the transactions contemplated by the merger agreement, give rise to a right of, or result in, termination, cancellation, or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any encumbrance in or upon any of the properties or assets of Rockwater or any of its subsidiaries under, or give rise to any increased, additional, accelerated, or guaranteed rights or entitlements under, any provision of such contract or in any way purport to materially restrict the business activity of Rockwater or its subsidiaries or to materially limit the freedom of Rockwater or its subsidiaries to engage in any line of business or to compete with any person or in any geographic area;



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other than in the ordinary course of business consistent with past practice, modify, amend, terminate or assign, or waive or assign any material rights under, any material contract; provided, however, that any material contract entered into in the ordinary course of business consistent with past practice will not, as a result of the consummation of the transactions contemplated by the merger agreement, give rise to a right of, or result in, termination, cancellation, or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any encumbrance in or upon any of the properties or assets of Rockwater or any of its subsidiaries under, or give rise to any increased, additional, accelerated, or guaranteed rights or entitlements under, any provision of such contract or in any way purport to materially restrict the business activity of Rockwater or its subsidiaries or to materially limit the freedom of Rockwater or its subsidiaries to engage in any line of business or to compete with any person or in any geographic area;



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adopt or enter into any collective bargaining agreement or other contract with a labor union or representative of employees that is applicable to the employees of Rockwater or any of its subsidiaries;

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grant any increases in the compensation (including incentive, severance, change-in-control or retention compensation) or benefits paid, payable, provided or to become payable or provided to, or grant any cash- or equity-based awards to, any current or former directors, officers, employees or other individual service providers of Rockwater or its subsidiaries, other than as required by a Rockwater benefit plan in accordance with its terms as in effect as of the date of the merger agreement;



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grant or provide any change-in-control, severance or retention payments or benefits to any current or former directors, officers, employees or other individual service providers of Rockwater or any of its subsidiaries;



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establish, adopt, enter into, amend or terminate any Rockwater benefit plan or any other plan, policy, program, agreement or arrangement that would be a Rockwater benefit plan if in effect on the date of the merger agreement;



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enter into, amend or terminate any collective bargaining agreement or similar agreement;



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hire, promote or terminate the employment or service (other than for cause) of any employee or other individual service provider of Rockwater or any of its subsidiaries with a total annual compensation opportunity in excess of $250,000;



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take any action to accelerate the vesting or payment, or fund or in any way secure the payment, of compensation of benefits under any Rockwater benefit plan;



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other than in the ordinary course of business consistent with past practice, (i) change, make or rescind any material election relating to taxes (including any election for any joint venture, partnership, limited liability company or other investment where Rockwater or one of its subsidiaries has the authority to make such binding election in its discretion, but excluding any election that must be made periodically and is made consistent with past practice), (ii) settle or compromise any material legal proceeding relating to taxes or (iii) change any material method of tax accounting;



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except as required by GAAP, change its fiscal year or make any material changes in financial accounting methods, principles, or practices;



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fail to keep in full force or find a substantially comparable replacement for all insurance policies;



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modify, amend, terminate, waive or assign any rights under the registration rights agreement;



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enter into or amend any related party transaction other than in the ordinary course of business consistent with past practice or if entering into the required divestiture with an affiliate of Rockwater;



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file any registration statement with the SEC or take any actions in furtherance of an initial public offering of common stock or other securities of Rockwater (provided Rockwater will not be required to withdraw any registration statement already filed prior to the date of the merger agreement);



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take any action that has the effect of transferring assets of Rockwater or any of its subsidiaries to the business related to the required divestiture, or causing Rockwater or its subsidiaries to assume any liabilities of the business related to the required divestiture; or



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authorize any of, or commit, resolve, or agree to take any of, the foregoing actions.

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No Solicitation of Competing Proposals

        Each of Select and Rockwater has agreed that it will, and will cause its respective subsidiaries and representatives to, immediately cease and cause to be terminated any discussions or negotiations with any person conducted prior to the execution of the merger agreement with respect to an acquisition proposal (as defined below), request the return or destruction of all confidential information previously provided to such parties by or on behalf of such entity or its subsidiaries and immediately prohibit any access by any person (other than, with respect to Select, Rockwater and its subsidiaries and its and their representatives and, with respect to Rockwater, Select and its subsidiaries and its and their representatives) to any physical or electronic data room relating to a possible acquisition proposal.

        An "acquisition proposal" means any bona fide written offer, proposal, inquiry or indication of interest (other than an offer, proposal, inquiry, or indication of interest by, with respect to Select, Rockwater and its subsidiaries and affiliates and, with respect to Rockwater, Select and its subsidiaries and affiliates) relating to:

•

any merger, consolidation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer, or other similar transaction (i) in which such entity, or any of its subsidiaries which collectively constitute or account for 20% or more of the consolidated net revenues, net income, or assets of such entity and its subsidiaries, is a constituent corporation, (ii) in which a person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding voting securities of such entity or any of its subsidiaries, or (iii) in which such entity or any of its subsidiaries issues or sells securities representing more than 20% of the outstanding voting securities of such entity or any of its subsidiaries; or



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any sale (other than sales of inventory in the ordinary course of business consistent with past practice), lease (other than in the ordinary course of business consistent with past practice), exchange, transfer (other than sales of inventory in the ordinary course of business consistent with past practice), license (other than nonexclusive licenses in the ordinary course of business consistent with past practice), acquisition, or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated net revenues, net income, or assets of such entity or any of its subsidiaries.

        Subject to certain exceptions described below, each of Select and Rockwater has agreed that it will not, and will cause its subsidiaries not to, and will use its reasonable best efforts to cause certain of its representatives not to, directly or indirectly:

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solicit, initiate, facilitate, knowingly encourage (including by way of furnishing confidential information), or induce or take any other action that could reasonably be expected to lead to any inquiries, proposals or indications of interest that constitute the making, submission, or announcement of any acquisition proposal;



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furnish any nonpublic information regarding such entity or any of its subsidiaries to any person in connection with or in response to an acquisition proposal or an inquiry or indication of interest that would reasonably be expected to lead to an acquisition proposal;



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engage in discussions or negotiations with any person with respect to any acquisition proposal;



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approve, endorse, or recommend an acquisition proposal; or



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enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any acquisition transaction.

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Efforts to Complete the Mergers

        Each of Select and Rockwater has agreed to cooperate fully with each other and to use their reasonable best efforts to cause the mergers and the other transactions contemplated by the merger agreement to be consummated as promptly as reasonably practicable.

        Each of Select and Rockwater has agreed to take all such further action as may be necessary to resolve such objections, if any, as the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction, or any other person, may assert under any applicable law with respect to the transactions contemplated by the merger agreement, and to avoid or eliminate, and minimize the impact of, each and every impediment under any applicable law that may be asserted by any governmental authority with respect to the mergers, in each case so as to enable the closing to occur as promptly as reasonably practicable (and in any event no later than the applicable end date), provided that the parties to the merger agreement will not be required to take any such action that would cause a "substantial detriment" (as defined below) and that Select may take any reasonable action to resist or reduce the scope of any action that has been proposed by any such governmental authority so long as it does not delay the consummation of the transactions contemplated by the merger agreement to a date later than the applicable end date. On August 23, 2017, Select and Rockwater were notified by United States antitrust authorities that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") had been granted.

        A "substantial detriment" means:

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any material limitation, restriction or prohibition on the ability of Select or any of its subsidiaries effectively to acquire, hold or exercise full rights of ownership (including with respect to voting) of equity interests of Rockwater or Rockwater LLC to be acquired or owned pursuant to the transactions contemplated by the merger agreement or the assets of Rockwater and its subsidiaries;



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a loss by Select or any of its subsidiaries of a material benefit or material benefits (including, without limitation, revenue or cost synergies), after taking into account the adverse effect of the proposed actions on Select and its subsidiaries (including, for these purposes, Rockwater, Rockwater LLC and its subsidiaries), arising from or relating to the transactions contemplated by the merger agreement; or



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an impact that is materially adverse to the assets, business, results of operation or financial condition of Select and its subsidiaries, taken as a whole and determined after giving effect to the transactions contemplated by the merger agreement.

Employee Benefits Matters

        Select and Rockwater have agreed that each Rockwater employee as of the closing date who remains an employee of the surviving corporation or any of its subsidiaries immediately after the effective time of the corporate merger will be provided with, for a period of at least 12 months following the effective time of the corporate merger, employee benefits that, in the aggregate, are substantially comparable to either (i) the employee benefits provided to such continuing employee by Rockwater on the date of the merger agreement or (ii) the employee benefits provided by Select to similarly situated employees of Select and its subsidiaries; provided, however, that nothing in the merger agreement will limit the right of Select or the surviving corporation to amend or terminate the employment of any individual or to amend or terminate any employee benefit plan, program, or arrangement.

        Rockwater will terminate any benefits plans maintained by Rockwater that Select has requested to be terminated by providing written notice to Rockwater at least 30 days prior to the closing date, so

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long as such benefit plans can be terminated in accordance with their terms and applicable laws without any adverse consequences occur with respect to any employee benefit plan maintained by Rockwater or any of its ERISA Affiliates (as defined in the merger agreement). All Rockwater employees who remain an employee of the surviving corporation or any of its subsidiaries will be eligible to receive certain retention and severance benefits specified in the applicable disclosure schedule to the merger agreement.

Indemnification and Insurance

        The merger agreement provides that, for a period of six years from the effective time of the corporate merger, the surviving corporation will, and Select will cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted by applicable law, each present and former director and officer of Rockwater or any of its subsidiaries and each natural person who served as a director, officer, member, trustee or fiduciary of another person if such service was at the request of Rockwater or any of its subsidiaries against any costs or expenses, including attorneys' fees (including the advancement of such costs and expenses), judgments, fines, losses, claims, damages, liabilities or settlements incurred in connection with any legal proceeding arising out of or related to such person's service as a director or officer of Rockwater or its subsidiaries or services performed by such natural person at the request of Rockwater or its subsidiaries at or prior to the effective time of the corporate merger.

        In addition, Select has agreed to purchase, or make arrangements for the surviving corporation to purchase, prior to the effective time of the corporate merger tail policies to the officers' and directors' liability insurance maintained by Rockwater as of the date of the merger agreement, for six years following the effective time of the corporate merger, for each director and officer of Rockwater with respect to claims arising from facts or events that existed or occurred prior to or at the effective time of the corporate merger, with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as Rockwater's existing director and officer policies. However, the surviving corporation will not be required to pay more than 300% per year of coverage of the amount currently paid by Rockwater per year of coverage as of the date of the merger agreement.

Required Divestiture

        The merger agreement requires Rockwater to use reasonable efforts to consummate, as promptly as reasonably practicable after the date of the merger agreement, the divestiture of certain non-core portions of its business (the "required divestiture"). The merger agreement requires Rockwater to keep Select reasonably apprised regarding the status of the required divestiture, and Select will have the right to review and comment upon the definitive transaction documents for the required divestiture. On September 22, 2017, Rockwater consummated the required divestiture.

Other Covenants and Agreements

        The merger agreement contains certain other covenants and agreements, including covenants relating to:

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mailing all notices required by Sections 228 and 262 of the DGCL, and the reasonable cooperation of each party with the other parties in furtherance of mailing such notices;



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cooperation between Select and Rockwater in the preparation of this information statement;



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assumption by Select of Rockwater's rights and obligations under Rockwater's registration rights agreement with FBR Capital Markets & Co., including any relevant securities filings and the filing of a shelf registration statement as soon as reasonably practicable after the closing;



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access by each party to certain information about the other party;

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use of reasonable best efforts by Select to do all things reasonably necessary or advisable to consummate the debt financing;



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use of reasonable best efforts by Rockwater to cooperate with requests of Select in connection with the debt financing of Select;



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the opportunity of each party to participate in the defense or settlement of any securityholder litigation against the other parties and/or its directors related to the transactions contemplated by the merger agreement; and



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use of reasonable best efforts by Select to cause the shares of Select Class A common stock (including stock options) to be issued in the corporate merger to be approved for listing (subject to official notice of issuance) on the NYSE.

Conditions to Completion of the Mergers

        The respective obligations of the parties to the merger agreement to effect the mergers and otherwise consummate the transactions contemplated by the merger agreement are subject to the satisfaction or waiver of the following conditions at or before the closing date:

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mailing of this information statement to the stockholders of Select pursuant to the merger agreement at least 20 days prior to the closing date;



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authorization for the listing on the NYSE of the shares of Select Class A common stock to be issued in connection with the corporate merger (including any options), subject to official notice of issuance;



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expiration or termination of any waiting periods applicable to the consummation of the mergers under the HSR Act (on August 23, 2017, Select and Rockwater were notified by United States antitrust authorities that early termination of the waiting period under the HSR Act had been granted); and



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absence of any laws, temporary restraining orders, preliminary or permanent injunctions or other orders that have the effect of making the mergers illegal or otherwise prohibiting consummation of the mergers.

        In addition, Select's, SES Holdings's, Corporate Merger Sub's and LLC Merger Sub's obligations to effect the mergers are subject to the satisfaction or waiver of the following additional conditions:

•

each of the representations and warranties of Rockwater and Rockwater LLC set forth in the merger agreement being true and correct as of the date of the merger agreement and as of the closing date as though made on the closing date, unless otherwise specified, except where such failures to be true and correct (without regard to qualification or exceptions contained therein as to "materiality," "material adverse effect" and words of similar import) would not be reasonably likely to have, individually or in the aggregate, a material adverse effect; provided that:



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representations and warranties contained in Rockwater's representation regarding the absence of a material adverse effect since December 31, 2016 must be true and correct as of the date of the merger agreement and as of the closing date as though made on and as of the closing date;



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certain representations and warranties contained in Rockwater's capital structure representation must be true and correct as of the date of the merger agreement and as of the closing date as though made on the closing date, except for any de minimis inaccuracies; and



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certain representations and warranties related to Rockwater's organization, good standing, authority, representation of brokers, and the inapplicability of state anti-takeover laws, must be true and correct as of the date of the merger agreement and as of the closing date as though made on the closing date in all material respects.

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performance of, or compliance with, in all material respects, each of the covenants and obligations required to be performed or complied with by Rockwater and Rockwater LLC under the merger agreement on or prior to the closing date;



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receipt by Select of a certificate executed by the chief executive officer of Rockwater, dated as of the closing date, confirming the satisfaction of the conditions described in the preceding two bullet points;



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no occurrence after the date of the merger agreement of any circumstance, development, change, event, effect or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to Rockwater;



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receipt by Select of a tax opinion from its counsel (or another firm reasonably acceptable to Select and Rockwater), dated as of the closing date, that the corporate merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code");



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receipt by Select of certain non-foreign status certificates from Rockwater and Rockwater LLC; and



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the consummation of the required divestiture (on September 22, 2017, Rockwater consummated the required divestiture).

        In addition, Rockwater's and Rockwater LLC's obligations to effect the mergers are subject to the satisfaction or waiver of the following additional conditions:

•

each of the representations and warranties of Select, SES Holdings, Corporate Merger Sub and LLC Merger Sub set forth in the merger agreement being true and correct as of the date of the merger agreement and as of the closing date as though made on the closing date, unless otherwise specified, except where such failures to be true and correct (without regard to qualification or exceptions contained therein as to "materiality," "material adverse effect" and words of similar import) would not be reasonably likely to have, individually or in the aggregate, a material adverse effect; provided that:



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representations and warranties contained in Select's representation regarding the absence of a material adverse effect since December 31, 2016 must be true and correct as of the date of the merger agreement and as of the closing date as though made on and as of the closing date;



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certain representations and warranties contained in Select's capital structure representation must be true and correct as of the date of the merger agreement and as of the closing date as though made on the closing date, except for any de minimis inaccuracies; and



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certain representations and warranties contained in Select's organization, good standing, authority and representation of brokers must be true and correct as of the date of the merger agreement and as of the closing date as though made on the closing date in all material respects.



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performance of, or compliance with, in all material respects each of the covenants and obligations required to be performed or complied with by Select, SES Holdings, Corporate Merger Sub or LLC Merger Sub under the merger agreement on or prior to the closing date;



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receipt by Rockwater of a certificate executed by the chief executive officer of Select, dated as of the closing date, certifying the satisfaction of the conditions described in the preceding two bullet points;

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no occurrence after the date of the merger agreement of any circumstance, development, change, event, effect or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to Select;



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receipt by Rockwater of a tax opinion from its counsel (or another firm reasonably acceptable to Select and Rockwater), dated as of the closing date, that the corporate merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code; and



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the filing by Select of the amended and restated certificate of incorporation with the Delaware secretary of state.

Termination of the Merger Agreement

        The merger agreement may be terminated prior to the effective time of the corporate merger under the following circumstances:

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by mutual written consent of the parties to the merger agreement;



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by either Select or Rockwater:



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if the mergers are not consummated by 5:00 p.m. Central Time on November 1, 2017 (or December 31, 2017 in the event such end date is extended as provided in the merger agreement) unless the failure to close by such date is due to the failure of the terminating party to perform any of its material obligations under the merger agreement (pursuant to the letter agreement, on September 19, 2017, each of Select and Rockwater agreed not to terminate the merger agreement under this provision prior to 5:00 p.m. Central Time on December 31, 2017);



•

if any governmental entity issues a final and nonappealable order, or takes any other action, permanently restraining, enjoining or otherwise prohibiting the consummation of the mergers, or a legal requirement is in place that permanently makes the completion of the mergers illegal or otherwise prohibits the consummation of the mergers; or



•

in the event of a breach by the other party of any representation, warranty, covenant or other agreement contained in the merger agreement that would give rise to a failure of certain closing conditions as detailed in the merger agreement, and which are not cured prior to the earlier of (i) three business days prior to the applicable end date or (ii) 30 days after the giving of written notice to the breaching party of such breach and the basis for such notice, and the date of the proposed termination.

Effect of Termination

        If the merger agreement is terminated by either party in accordance with its terms, the merger agreement (except for the non-disclosure agreement between Select and Rockwater and certain provisions expressly listed in the merger agreement, which will survive such termination) will have no further force or effect and there will be no liabilities or obligations of any party, except for fraud or any willful and intentional breach of any representation, warranty, covenant, or other provision contained in the merger agreement including those related to confidentiality, expenses and miscellaneous expenses, in which case the aggrieved party will be entitled to all rights and remedies available at law or in equity.

Termination Fees and Expenses

        All fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring such expenses, whether or not the mergers are consummated, provided that Select will be responsible for any filing fees incurred by either party with respect to pre-merger notification and report forms relating to the mergers under

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the HSR Act (although Select will not be responsible for any filing fees incurred in connection with the filing by any other person of the pre-merger notification and report forms relating to the mergers under such act).

Amendments

        The merger agreement may be amended at any time prior to the closing by the parties (by action taken or authorized by the respective board of directors of Select, Rockwater and Corporate Merger Sub), provided that no amendment may be made which by law requires further approval by either the stockholders of Select or Rockwater, as applicable, without obtaining such approval and certain other provisions may not be amended in a manner that adversely impacts in any respect the financing sources under the debt commitment letter without the prior written consent of such financing sources. The merger agreement may not be amended, except by an instrument in writing signed by or on behalf of each of the parties.

Third Party Beneficiaries

        While the merger agreement is generally not intended to confer upon any person other than the parties to the merger agreement any rights, benefits or remedies, it provides limited exceptions, including (i) that Rockwater's directors and officers will continue to have indemnification and liability insurance coverage after the completion of the mergers and these rights may be enforced by such officers and directors, (ii) that the holders of Rockwater Class A common stock, Rockwater Class A-1 common stock, Rockwater Class B common stock, units of Rockwater LLC and Rockwater equity awards will have the right to rely on the provisions related to their respective interests in the merger agreement and (iii) that the financing sources under the debt commitment letter will have the right to rely on the provisions related to their respective interests in the merger agreement.

Specific Performance

        Select and Rockwater have agreed under the merger agreement that each party would be irreparably damaged in the event that any of the provisions of the merger agreement are not performed in accordance with the terms of the merger agreement and that any breach of the merger agreement by a party could not be adequately compensated by monetary damages alone. In addition, the parties have agreed that, prior to a termination of the merger agreement in accordance with its terms, each party will be entitled to enforce any provision of the merger agreement by a decree of specific performance and temporary, preliminary, and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of the merger agreement, without posting any bond or other undertaking. In the event that any action is brought by a party to the merger agreement in equity to enforce the provisions of the merger agreement, no other party will allege, and each party will waive the defense, that there is an adequate remedy at law or that the award of specific performance is not an appropriate remedy for any reason of law or equity.

No Dissenters' Rights of Appraisal

        Stockholders of Select do not have any dissenter's rights or appraisal rights in connection with the approval of the stock issuance pursuant to the merger agreement.

The Registration Rights Agreement

        Simultaneously with the execution of the merger agreement, Select entered into a registration rights agreement with SES Legacy Holdings, LLC, Crestview Partners II SES Investment B, LLC, SCF-VI, L.P., SCF-VII, L.P., SCF-VII(A), L.P. and WDC Aggregate LLC (collectively, the "Registration Rights Holders"). Pursuant to the registration rights agreement, among other things, (i) Select will provide the rights for the Registration Rights Holders to participate in certain future underwritten

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public offerings of Select Class A common stock, (ii) certain Registration Rights Holders will have the right to initiate an underwritten offering of Select Class A common stock and (iii) the Registration Rights Holders will have certain customary "piggyback" registration rights, in each case subject to certain conditions. Select will not be required to effect (x) more than five demand registrations delivered in the aggregate, (y) more than two demand registrations delivered by the Registration Rights Holders in any 12-month period or (z) a demand registration within 100 days of the pricing of a previous demand registration or a primary offering of Select Class A common stock.

Debt Financing

        Simultaneously with the execution of the merger agreement, Select Energy Services, LLC, a subsidiary of Select, entered into the debt commitment letter with Wells Fargo Bank, N.A. for a senior secured credit facility with a maximum credit amount not to exceed $150 million for the purposes of, among other things, (i) refinancing certain of Select Energy Services, LLC's and Rockwater's indebtedness, if any, (ii) funding fees and expenses associated with the credit facility and the mergers and (iii) financing the ongoing general corporate needs of Select Energy Services, LLC. Select Energy Services, LLC will have the option to increase the maximum amount under the senior secured credit facility by $150 million during the first three years following closing, and by an additional $150 million during the first three years following the day after closing. The credit facility will be subject to a customary borrowing base based on the receivables and inventory of Select Energy Services, LLC and its subsidiaries.

        The senior secured credit facility will be subject to customary representations, warranties and covenants. The funding of the senior secured credit facility is subject to Select Energy Services, LLC's compliance with customary terms and conditions precedent as set forth in the debt commitment letter, including, among others: (i) the execution and delivery by Select Energy Services, LLC of definitive documentation consistent with the debt commitment letter and (ii) that the mergers have been, or substantially simultaneously with the funding under the senior secured credit facility will be, consummated in accordance with the terms of the merger agreement. Select expects that aggregate proceeds of the senior secured credit facility, together with the available cash of Select under the Select senior secured credit facility, will be sufficient to consummate the refinancing of certain of Select's and Rockwater's indebtedness and to pay all related fees and expenses payable in connection therewith.

Letter Agreement

        On September 19, 2017, Select entered into a letter agreement (the "letter agreement") with Rockwater, Rockwater LLC, SES Holdings, Corporate Merger Sub and LLC Merger Sub, with respect to the merger agreement. Under the merger agreement, subject to certain exceptions, each of Select and Rockwater may terminate the merger agreement if the transactions contemplated thereby have not been consummated by November 1, 2017. Pursuant to the letter agreement, each of Select and Rockwater agreed not to terminate the merger agreement under such provision prior to 5:00 p.m. Central Time on December 31, 2017. The letter agreement also clarifies that, in connection with the cancellation and retiring of any shares of Rockwater common stock at the effective time of the corporate merger then owned by Select or Corporate Merger Sub or any of Select's subsidiaries (including Select Energy Services, LLC) (for which no consideration shall be delivered in exchange therefor), a corresponding number of Rockwater LLC units then owned by Rockwater shall be simultaneously canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. A copy of the letter agreement is attached to this information statement following the merger agreement in Annex A.

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BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT FOLLOWING THE TRANSACTION

        Following completion of the mergers, it is anticipated that the Select board of directors will be expanded from its current size of five members to nine members, consisting of the five individuals currently serving on the Select board of directors as of the date of this information statement and four individuals serving on the Rockwater board of directors as of the date of this information statement. As of the date of this information statement, it is anticipated that the following members of Rockwater's board of directors immediately prior to the mergers will serve as directors of the combined company: Holli C. Ladhani, David C. Baldwin, Keith O. Rattie and David A. Trice.

        It is also anticipated that following completion of the mergers, John Schmitz, currently Chairman and Chief Executive Officer of Select, will become the full-time Executive Chairman of the combined company and Holli C. Ladhani, currently the Chairman, President and Chief Executive Officer of Rockwater, will become the President and Chief Executive Officer of the combined company. The combined company's executive management team is expected to also include Gary Gillette, currently Chief Financial Officer and Senior Vice President of Select, and certain of our other officers.

        Set forth below are the name, age, position and description of the business experience of the directors and executive officers that are anticipated to lead the combined company following completion of the mergers.