HOUSTON, Jan. 25, 2022
/PRNewswire/ -- Select Energy Services, Inc. ("Select") (NYSE:
WTTR) and Nuverra Environmental Solutions, Inc. ("Nuverra") (NYSE
American: NES) today announced that following the Securities and
Exchange Commission declaring effective the Registration Statement
on Form S-4 (the "Registration Statement") on January 19, 2022, the two largest Nuverra
stockholders have delivered their written consents to approve and
adopt the merger agreement among Nuverra, Select and wholly owned
subsidiaries of Select. These stockholders, Ascribe II Investments,
LLC, Ascribe III Investments, LLC (together with Ascribe II
Investments, LLC, "Ascribe") and Gates Capital Management, Inc.
("Gates"), own approximately 84% of Nuverra's outstanding common
stock. While the consents of Ascribe and Gates are sufficient to
approve the transaction, Nuverra is requesting all its common
stockholders approve the merger and other proposals outlined in the
Registration Statement by executing and returning the written
consent furnished with the filing. Select and Nuverra expect the
transaction to close in the first quarter of 2022, subject to the
satisfaction of customary closing conditions.
About Select Energy Services, Inc.
Select Energy Services is a leading provider of sustainable full
life cycle water and chemical solutions to the unconventional oil
and gas industry in the United States. Select provides for
the sourcing and transfer of water, both by permanent pipeline and
temporary hose, prior to its use in the drilling and completion
activities associated with hydraulic fracturing, as well as
complementary water-related services that support oil and gas well
completion and production activities, including containment,
monitoring, treatment and recycling, flowback, hauling, gathering
and disposal. Select also develops and manufactures a full
suite of specialty chemicals used in the well completion process
and production chemicals used to enhance performance over the
producing life of a well. Select currently provides services
to exploration and production companies and oilfield service
companies operating in all the major shale and producing basins in
the United States. For more information, please visit
Select's website, https://www.selectenergy.com.
About Nuverra Environmental Solutions, Inc.
Nuverra Environmental Solutions provides water logistics and
oilfield services to customers focused on the development and
ongoing production of oil and natural gas from shale formations in
the United States. Nuverra's
services include the delivery, collection, and disposal of solid
and liquid materials that are used in and generated by the
drilling, completion, and ongoing production of shale oil and
natural gas. Nuverra provides a suite of solutions to customers who
demand safety, environmental compliance and accountability from
their service providers. Find additional information about Nuverra,
please visit Nuverra's website at https://www.nuverra.com.
Cautionary Statement Regarding Forward-Looking
Statements
All statements in this communication other than statements of
historical facts are forward-looking statements which contain
current expectations about future results. Statements using words
such as "believe," "expect," "will," "estimate" and other similar
expressions help identify forward-looking statements. Although
Select and Nuverra believe that the expectations reflected, and the
assumptions or bases underlying our forward-looking statements are
reasonable, Select and Nuverra can give no assurance that such
expectations will prove to be correct. Such statements are not
guarantees of future performance or events and are subject to known
and unknown risks and uncertainties that could cause actual
results, events or financial positions to differ materially from
those included within or implied by such forward-looking
statements. Forward-looking statements are subject to a variety of
risks, uncertainties and assumptions. These risks and uncertainties
include the risks that the proposed transaction may not be
consummated or the benefits contemplated therefrom may not be
realized. Additional risks include: the satisfaction of the
conditions to the consummation of the proposed transaction, the
ability of Select to successfully integrate Nuverra's operations
and employees and realize anticipated synergies and cost savings,
the potential impact of the announcement or consummation of the
proposed transaction on relationships, including with employees,
suppliers, customers, competitors and credit rating agencies, and
volatility in the price of oil, natural gas, and natural gas
liquids. Factors that could materially impact such forward-looking
statements include, but are not limited to: the severity and
duration of world health events, including the COVID-19 pandemic,
related economic repercussions and the resulting severe disruption
in the oil and gas industry and negative impact on demand for oil
and gas; actions by the members of OPEC+ with respect to oil
production levels and announcements of potential changes in such
levels, including the ability of the OPEC+ countries to agree on
and comply with supply limitations; operational challenges relating
to the COVID-19 pandemic and efforts to mitigate the spread of the
virus, including logistical challenges, protecting the health and
well-being of employees, remote work arrangements, performance of
contracts and supply chain disruptions; the level of capital
spending and access to capital markets by oil and gas companies,
including significant recent reductions and potential additional
reductions in capital expenditures by oil and gas producers in
response to commodity prices and dramatically reduced demand;
trends and volatility in oil and gas prices, and the ability to
manage through such volatility; and other factors discussed in more
detail in filings made by Select and Nuverra with the U.S.
Securities Exchange Commission (the "SEC"). Actual results and
outcomes may differ materially from those expressed in such
forward-looking statements. Investors should not place undue
reliance on forward-looking statements. Any forward-looking
statement speaks only as of the date on which such statement is
made, and Select and Nuverra undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, changed circumstances or
otherwise, unless required by law.
Additional Information and Where to Find It
In connection with the proposed transaction, Select filed the
Registration Statement, including a consent statement/prospectus of
Select and Nuverra, with the SEC on January
6, 2022, and the Registration Statement was declared
effective on January 19, 2022.
INVESTORS AND SECURITY HOLDERS OF SELECT AND NUVERRA ARE ADVISED TO
CAREFULLY READ THE REGISTRATION STATEMENT AND CONSENT
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY SELECT AND NUVERRA
WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND
THE RISKS ASSOCIATED WITH THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the consent
statement/prospectus and other relevant documents filed by Select
and Nuverra with the SEC from the SEC's website at www.sec.gov.
Security holders and other interested parties may also obtain,
without charge, a copy of the consent statement/prospectus and
other relevant documents from www.selectenergy.com under the tab
"Investors" and then under the heading "SEC Filings."
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This
communication shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act.
Participants in the Solicitation
Select, Nuverra and their respective directors, executive
officers and other members of management may be deemed to be
participants in the solicitation of consents in connection with the
proposed transaction. Information regarding the directors and
executive officers of Select is contained in Select's Annual Report
on Form 10-K for the year ended December 31, 2020, which was
filed with the SEC on February 24, 2021 and Select's
definitive proxy statement for the 2021 annual meeting of
stockholders filed with the SEC on March 25,
2021, each of which is attached as an annex to the
Registration Statement and consent statement/prospectus, and
certain of its Current Reports on Form 8-K. You can obtain a
free copy of these documents at the SEC's website
at www.sec.gov or by accessing Select's website
at http://www.selectenergy.com. Information regarding the
directors and executive officers of Nuverra is contained in
Nuverra's Annual Report on Form 10-K for the year ended
December 31, 2020, which was filed with the SEC on
March 16, 2021, Nuverra's Annual
Report on Form 10-K/A for the year ended December 31, 2020, which was filed with the SEC
on April 26, 2021, Nuverra's
definitive proxy statement for the 2021 annual meeting of
stockholders filed with the SEC on May 17,
2021, each of which is attached as an annex to the
Registration Statement and consent statement/prospectus, and
certain of its Current Reports on Form 8-K. You can obtain a
free copy of these documents at the SEC's website
at http://www.sec.gov or by accessing Nuverra's website
at http://www.nuverra.com. Additional information
regarding the interests of participants in the solicitation of
consents in connection with the proposed transaction will be
included in the consent statement/prospectus.
WTTR-PR
Contacts:
Select Energy Services
Chris George - VP, Investor
Relations & Treasurer
(713) 296-1073
IR@selectenergy.com
Dennard Lascar Investor
Relations
Ken Dennard / Lisa Elliott
713-529-6600
WTTR@dennardlascar.com
Nuverra Environmental Solutions, Inc.
Investor Relations
602-903-7802
ir@nuverra.com
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SOURCE Select Energy Services, Inc.
