0000950103-17-003691.txt : 20170420 0000950103-17-003691.hdr.sgml : 20170420 20170420212737 ACCESSION NUMBER: 0000950103-17-003691 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20170420 FILED AS OF DATE: 20170420 DATE AS OF CHANGE: 20170420 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Select Energy Services, Inc. CENTRAL INDEX KEY: 0001693256 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 814561945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1820 NORTH I-35 STREET 2: P.O. BOX 1715 CITY: GAINESVILLE STATE: TX ZIP: 76241 BUSINESS PHONE: (940) 668-1818 MAIL ADDRESS: STREET 1: 1820 NORTH I-35 STREET 2: P.O. BOX 1715 CITY: GAINESVILLE STATE: TX ZIP: 76241 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Klein Adam J CENTRAL INDEX KEY: 0001483298 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38066 FILM NUMBER: 17774034 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Delaney Robert V. Jr. CENTRAL INDEX KEY: 0001641555 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38066 FILM NUMBER: 17774035 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Advisors, L.L.C. CENTRAL INDEX KEY: 0001559054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38066 FILM NUMBER: 17774036 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners II SES Investment, LLC CENTRAL INDEX KEY: 0001699719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38066 FILM NUMBER: 17774037 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212) 906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER NAME: FORMER CONFORMED NAME: Crestview Partners II SES Investments, LLC DATE OF NAME CHANGE: 20170303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners II GP, L.P. CENTRAL INDEX KEY: 0001505639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38066 FILM NUMBER: 17774039 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212) 906-0723 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners II SES Investment B, LLC CENTRAL INDEX KEY: 0001699717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38066 FILM NUMBER: 17774038 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212) 906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 3 1 dp75274_3-gp2gplp.xml FORM 3 X0206 3 2017-04-20 0 0001693256 Select Energy Services, Inc. WTTR 0001505639 Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001699717 Crestview Partners II SES Investment B, LLC C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001699719 Crestview Partners II SES Investment, LLC C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001559054 Crestview Advisors, L.L.C. 667 MADISON AVENUE 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001641555 Delaney Robert V. Jr. 667 MADISON AVENUE 10TH FLOOR NEW YORK NY 10065 1 0 0 0 0001483298 Klein Adam J C/O CRESTVIEW ADVISORS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 Class A Common Stock 3802972 I See Footnotes Class B Common Stock 16221101 I See Footnotes Common LLC Units Class A Common Stock 16221101 I See Footnotes Represents shares of Class A Common Stock of the Issuer ("Class A Shares") directly beneficially owned by Crestview Partners II SES Investment B, LLC ("Crestview II SES B"). Represents shares of Class B Common Stock of the Issuer ("Class B Shares") indirectly beneficially owned by Crestview Partners II SES Investment, LLC ("Crestview II SES") though SES Legacy Holdings, LLC ("Legacy Holdings"). Represents Common LLC Units ("Units") of SES Holdings, LLC ("SES Holdings"), a subsidiary of the Issuer, indirectly owned by Crestview II SES through Legacy Holdings. The Units are redeemable by Legacy Holdings at any time in exchange for newly-issued Class A Shares on a one-for-one basis (subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions) (or, at the election of SES Holdings or the Issuer, cash in an amount equal to the Cash Election Value of such Class A Shares (as defined in the SES Holdings LLC Agreement to be the trailing 10-day VWAP of the Class A Shares). Each of Crestview GP, Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly beneficially owned by Crestview II SES B. Each of Crestview GP, Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Holdings II (TE), L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and Units indirectly beneficially owned by Crestview II SES. Crestview GP is the general partner of (i) Crestview Partners II, L.P., Crestview Partners II (TE), L.P. (which is the general partner of Crestview Holdings II (TE), L.P.) and Crestview Partners II (FF), L.P., each of which are direct or indirect members of Crestview II SES and (ii) Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a direct member of Crestview II SES B. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities. Robert V. Delaney, Jr. and Adam J. Klein are each members of the Issuer's board of directors. Mr. Delaney, Jr. is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. Mr. Klein is a partner of each of Crestview, L.L.C. and Crestview Advisors, L.L.C. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration. /s/ Ross Oliver, General Counsel 2017-04-20 EX-24.1 2 dp75274_ex2401.htm EXHIBIT 24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ross A. Oliver and Evelyn C. Pellicone as the undersigned’s true and lawful attorneys-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Select Energy Services, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

 

(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 Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any 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 any of 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 any of such attorneys-in-fact may approve in his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and 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 any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, 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 Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of April, 2017.

 

Signature: /s/ Robert V. Delaney, Jr.  
Name: Robert V. Delaney, Jr.  

 

 

 

 EX-24.2 3 dp75274_ex2402.htm EXHIBIT 24.2

Exhibit 24.2

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ross A. Oliver and Evelyn C. Pellicone as the undersigned’s true and lawful attorneys-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Select Energy Services, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

 

(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 Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any 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 any of 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 any of such attorneys-in-fact may approve in his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and 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 any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, 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 Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of April, 2017.

 

Signature: /s/ Adam J. Klein  
Name: Adam J. Klein  

 

 

 

 EX-99.1 4 dp75274_ex9901.htm EXHIBIT 99.1

Exhibit 99.1

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners II GP, L.P. as the “Designated Filer” for purposes of the attached Form 3:

 

1.  

Crestview Partners II SES Investment B, LLC

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

   
2.  

Crestview Partners II SES Investment, LLC

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

   
3.  

Crestview Advisors, L.L.C.

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

   
4.  

Robert V. Delaney, Jr.

c/o Crestview Advisors, L.L.C.

667 Madison Avenue, 10th Floor

New York, NY 10065

   
5.  

Adam J. Klein

c/o Crestview Advisors, L.L.C.

667 Madison Avenue, 10th Floor

New York, NY 10065

   

Date of Event Requiring Statement: April 20, 2017

Issuer Name and Ticker or Trading Symbol: Select Energy Services, Inc. [SES]

 

 

 

CRESTVIEW PARTNERS II SES INVESTMENT B, LLC

 

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
 

Title: General Counsel

 

  

CRESTVIEW PARTNERS II SES INVESTMENT, LLC

 

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  
     

 

 

 

 

 

 

CRESTVIEW ADVISORS, L.L.C.

 

By:

/s/ Ross A. Oliver
  Name: Ross A. Oliver  
  Title: General Counsel  
     

ROBERT V. DELANEY, JR.

 

By:

/s/ Ross A. Oliver, Attorney-in-Fact

 

ADAM J. KLEIN

 

By:

/s/ Ross A. Oliver, Attorney-in-Fact

 

Date: April 20, 2017