8-K/A: Current report filing
Published on July 23, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
Item 3.02 | Unregistered Sales of Equity Securities. |
On July 9, 2021, the Company completed the acquisition of Complete Energy Services, Inc. (“Complete”), an operating subsidiary of Superior Energy Services, Inc. (“Superior”), for consideration of 3.6 million shares of the Company’s Class A common stock, par value $0.01 per share, and $14.2 million in cash, subject to standard post-closing adjustments, to Superior. The Company has acquired substantially all of the water-related assets and ongoing operations of Complete, including working capital. Superior will retain certain non-core and non-water-related assets that were part of Complete as part of the transaction. The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act was based upon the following factors: (a) the issuance of the shares was an isolated private transaction by the Company which did not involve a public offering, (b) there was only one recipient and (c) representations from Superior to support such exemption, including with respect to Superior’s status as an “accredited investor” (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 23, 2021
SELECT ENERGY SERVICES, INC. |
By: | /s/ Adam R. Law | |
Adam R. Law | ||
Senior Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer |