Item 1.02 Termination of Material Definitive Agreement.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.02.
Master Loan Agreement
On
In connection with the closing of the Mergers, Select, or one or more of its
subsidiaries, on behalf of Nuverra, repaid in full all outstanding term loan
indebtedness and Nuverra terminated any remaining term loan commitments and
other obligations (except for obligations under certain outstanding Letters of
Credit) under that certain Loan Agreement (as amended, the "Master Loan
Agreement") with
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.
At the Effective Time, each share of Nuverra's common stock, par value
The foregoing summary of the Merger Agreement and Mergers does not purport to be
complete and is subject to, and is qualified in its entirety by, the full text
of the Merger Agreement, which is filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Mergers, the NYSE American (the "Exchange") was notified that each outstanding share of Company Common Stock was converted into the right to receive the Merger
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Consideration described above, subject to the terms and conditions of the Merger
Agreement. The Company requested that the Exchange file a notification of
removal from listing on Form 25 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Treatment of Company Common Stock. In connection with the First Merger, at the Effective Time, each share of Company Common Stock then outstanding was converted into the right to receive a number of shares of Select Class A Common Stock equal to 0.2551 per each such share (the "Exchange Ratio").
Treatment of Company Warrants. From and after the Effective Time, all holders of
Company warrants to purchase Company Common Stock shall have the right to
acquire and receive, upon the exercise of such Company warrants and payment of
the applicable exercise price, the number of shares of Select Class A Common
Stock that would have been issued or paid to such holders if they had exercised
the Company warrants by means of a Cash Exercise (as defined in the Warrant
Agreement between the Company and
Treatment of Company RSU Awards. Each award of outstanding but unvested shares of time-based restricted stock units settleable in Company Common Stock (each, a "Company RSU Award") that did not vest by its terms at the Effective Time and was outstanding as of immediately prior to the Effective Time was automatically cancelled and converted into a restricted stock unit award to receive a number of shares of Select Class A Common Stock ("Converted Select RSU Award") equal to the number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share of Select Class A Common Stock. Following the Effective Time, the Converted Select RSU Award shall be subject to such other terms and conditions (including with respect to vesting) as applied to the corresponding Company RSU Award immediately prior to the Effective Time. At the Effective Time, each Company RSU Award that did vest by its terms at the Effective Time and was outstanding as of immediately prior to the Effective Time automatically vested in full and was cancelled and converted into the right to receive a number of shares of Select Class A Common Stock equal to the number of shares of Company Common Stock subject to such RSU Award as of immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share of Select Class A Common Stock.
Treatment of Company PSU Awards. At the Effective Time, each award of outstanding but unvested shares of performance-based restricted stock units settleable in Company Common Stock that was outstanding as of immediately prior to the Effective Time was automatically cancelled and converted into a performance-based restricted stock unit award covering shares of Select Class A Common Stock ("Converted Select PSU Award") equal to the number of shares of Company Common Stock that would have been earned pursuant to such Company PSU Award based on actual achievement of any performance-based vesting conditions as of immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share of Select Class A Common Stock. Following the Effective Time, the Converted Select PSU Award shall be subject to such other terms and conditions (other than any performance-based vesting conditions) as applied to the corresponding Company PSU Award immediately prior to the Effective Time.
Treatment of Company Restricted Stock Awards for Directors. At the Effective Time, each award of outstanding but unvested shares of restricted Company Common Stock for Directors that was outstanding as of immediately prior to the Effective Time automatically vested in full and was cancelled and converted into the right to receive a number of shares of Select Class A Common Stock equal to the number of shares of Company Common Stock subject to such Company Restricted Stock Award as of immediately prior to the Effective Time, multiplied by the Exchange Ratio, rounded down to the nearest whole share of Select Class A Common Stock.
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Item 5.01. Changes in Control of Registrant.
The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.
As a result of the Mergers, a change in control of the Company occurred on
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.
At the Effective Time of the Mergers, each of
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.07.
As previously announced, the completion of the Mergers was subject, among other
conditions, to the delivery of written consents representing the affirmative
vote or consent of holders of at least a majority of the outstanding shares of
Company Common Stock. The board of directors of the Company set
The deadline for the consent solicitation expired at
1. To approve the Merger Agreement and the transactions contemplated thereby were as follows: APPROVE DISAPPROVE ABSTAIN 14,285,630 9,584 437 2. To approve, on a nonbinding, advisory basis, the Transaction-Related Compensation Proposal: APPROVE DISAPPROVE ABSTAIN 14,268,263 21,958 5,430 4
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedDecember 12, 2021 , by and among Select Energy Services, Inc.,Navy Merger Sub, Inc. ,Navy Holdco, LLC , andNuverra Environmental Solutions, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed byNuverra Environmental Solutions, Inc. onDecember 13, 2021 )* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will
be furnished to the
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