SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on May 2, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Select Energy Services, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $0.01
(Title of Class of Securities)
81617J301
(CUSIP Number)
James J. Moloney
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
(949) 451-4343
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 20, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 81617J301 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
LUMINUS MANAGEMENT, LLC |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
DELAWARE |
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| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 |
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| 6. | Shared Voting Power
800,000 |
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| 7. | Sole Dispositive Power
0 |
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| 8. | Shared Dispositive Power
800,000 |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
800,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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| 11. | Percent of Class Represented by Amount in Row (9)
6.3% |
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| 12. | Type of Reporting Person (See Instructions)
IA |
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| CUSIP No. 81617J301 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
LUMINUS ENERGY PARTNERS MASTER FUND, LTD. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
BERMUDA |
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| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 |
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| 6. | Shared Voting Power
800,000 |
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| 7. | Sole Dispositive Power
0 |
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| 8. | Shared Dispositive Power
800,000 |
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
800,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
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| 11. | Percent of Class Represented by Amount in Row (9)
6.3% |
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| 12. | Type of Reporting Person (See Instructions)
OO |
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| Item 1. |
(a) Name of Issuer
Select Energy Services, Inc.
(b) Address of Issuers Principal Executive Offices
1820 North I-35, P.O. Box 1715, Gainesville, Texas 76241
| Item 2. |
(a) Name of Person(s) Filing:
(A) LUMINUS MANAGEMENT, LLC
Luminus Management, LLC is the investment adviser of Luminus Energy Partners Master Fund, Ltd.
(B) LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
(b) Address of Principal Business Office or, if none, Residence:
(A) 1700 Broadway, 38th Floor, New York, NY 10019
(B) 1700 Broadway, 38th Floor, New York, NY 10019
(c) Citizenship:
(A) DELAWARE
(B) BERMUDA
(d) Title of Class of Securities:
Class A Common Stock, Par Value $0.01
(e) CUSIP Number:
81617J301
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: . | ||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a), (b), and (c)
| Reporting Persons* |
Number of Shares With Sole Voting and Dispositive Power |
Number of Shares With Shared Voting and Dispositive Power |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned** |
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| LUMINUS MANAGEMENT, LLC |
0 | 800,000 | 800,000 | 6.3 | % | |||||||||||
| LUMINUS ENERGY PARTNERS MASTER FUND, LTD. |
0 | 800,000 | 800,000 | 6.3 | % | |||||||||||
| * | The above figures reflect the most recent beneficial ownership for each of the Reporting Persons above as of May 1, 2017. |
| ** | The percentage reported above is based on 12,777,970 shares of Class A Common Stock reported to be issued and outstanding in the Companys Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on April 24, 2017, after giving effect to the completion of the offering, as described therein. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 1, 2017
| Luminus Management, LLC | ||
| By: | /s/ Jonathan Barrett |
|
| Name: | Jonathan Barrett | |
| Title: | President | |
| Luminus Energy Partners Master Fund, Ltd. | ||
| By: | Luminus Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Jonathan Barrett |
|
| Name: | Jonathan Barrett | |
| Title: | President | |
Exhibit A Schedule 13G Joint Filing Agreement
The undersigned and each other person executing this joint filing agreement (this Agreement) agree as follows:
(i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13G to which this Exhibit is attached and such Schedule 13G is filed on behalf of the undersigned and each other person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
Dated: May 1, 2017
| Luminus Management, LLC | ||
| By: | /s/ Jonathan Barrett |
|
| Name: | Jonathan Barrett | |
| Title: | President | |
| Luminus Energy Partners Master Fund, Ltd. | ||
| By: | Luminus Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Jonathan Barrett |
|
| Name: | Jonathan Barrett | |
| Title: | President | |
Exhibit B Power of Attorney
Know all by these presents, that each of the undersigned hereby constitutes and appoints Jonathan Barrett as the undersigneds true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer, director or beneficial owner of Common Shares of Select Energy Services, Inc. (the Issuer), the Statement on Schedule 13G (or Schedule 13D, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the Act), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13G (or Schedule 13D, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
(3) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer, director or beneficial owner of Common Shares of the Issuer, to sign any reports on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities) relating to transactions by the undersigned in Common Shares or other securities and all amendments thereto in accordance with Section 16 of the Act, and the rules thereunder; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-facts discretion.
The undersigned hereby grant to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigneds responsibilities to comply with Sections 13(d) or 16 of the Act and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to (i) file a Statement on Schedule 13G or Schedule 13D with respect to the undersigneds holdings of and transactions in securities issued by the Issuer or (ii) report transactions and holdings on Forms 3, 4 and 5, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[Signatures to Follow]
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 1st day of May, 2017.
| Luminus Management, LLC | ||
| By: | /s/ Jonathan Barrett |
|
| Name: | Jonathan Barrett | |
| Title: | President | |
| Luminus Energy Partners Master Fund, Ltd. | ||
| By: | Luminus Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Jonathan Barrett |
|
| Name: | Jonathan Barrett | |
| Title: | President | |