0000902664-22-001945.txt : 20220225 0000902664-22-001945.hdr.sgml : 20220225 20220225161622 ACCESSION NUMBER: 0000902664-22-001945 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220223 FILED AS OF DATE: 20220225 DATE AS OF CHANGE: 20220225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gates Capital Management, Inc. CENTRAL INDEX KEY: 0001312908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 22680198 BUSINESS ADDRESS: STREET 1: 1177 AVE. OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-626-1421 MAIL ADDRESS: STREET 1: 1177 AVE. OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: Gates Capital Management Inc. DATE OF NAME CHANGE: 20041228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gates Jeffrey L CENTRAL INDEX KEY: 0001394416 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 22680197 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gates Capital Management GP, LLC CENTRAL INDEX KEY: 0001714043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 22680199 BUSINESS ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-626-0251 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gates Capital Management, L.P. CENTRAL INDEX KEY: 0001630228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 22680200 BUSINESS ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 626-1421 MAIL ADDRESS: STREET 1: 1177 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuverra Environmental Solutions, Inc. CENTRAL INDEX KEY: 0001403853 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11111 KATY FREEWAY STREET 2: SUITE 1006 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 602-903-7802 MAIL ADDRESS: STREET 1: 11111 KATY FREEWAY STREET 2: SUITE 1006 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann Corp DATE OF NAME CHANGE: 20111205 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann CORP DATE OF NAME CHANGE: 20070620 4 1 ownership.xml X0306 4 2022-02-23 1 0001403853 Nuverra Environmental Solutions, Inc. NES 0001630228 Gates Capital Management, L.P. 1177 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK NY 10036 0 0 1 0 0001714043 Gates Capital Management GP, LLC 1177 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK NY 10036 0 0 1 0 0001312908 Gates Capital Management, Inc. 1177 AVE. OF THE AMERICAS 46TH FLOOR NEW YORK NY 10036 0 0 1 0 0001394416 Gates Jeffrey L 1177 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock, par value $0.01 per share ("Common Stock") 2022-02-23 4 J 0 6626660 D 0 I See footnote On February 23, 2022, pursuant to the Agreement and Plan of Merger, dated December 12, 2021 (the "Merger Agreement"), (i) a direct wholly owned subsidiary of Select Energy Services, Inc. ("Select") merged with and into the Issuer, with the Issuer surviving as a direct wholly owned subsidiary of Select (the "Initial Merger"), and (ii) immediately following the Initial Merger, the Issuer merged with and into an indirect wholly owned subsidiary of Select ("Holdco"), with Holdco surviving the merger as an indirect wholly owned subsidiary of Select (the "Subsequent Merger" and, together with the Initial Merger, the "Mergers"). (Continued from Footnote 1) On February 23, 2022, pursuant to the Merger Agreement, each share of the Issuer's common stock issued and outstanding prior to the effective time of the Initial Merger was converted into the right to receive a number of shares of Select's Class A common stock (the "Class A Common Stock") equal to 0.2551 per share. On February 23, 2022, the per share closing price of the Class A Common Stock was $8.53. Gates Capital Management, L.P. ("Gates Capital"), acts as the investment manager to certain funds (the "Gates Capital Funds") directly holding the securities reported herein. Gates Capital Management GP, LLC (the "General Partner") is the general partner of Gates Capital. Gates Capital Management, Inc. (the "Corporation"), is the managing member of the General Partner. Jeffrey L. Gates serves as President of the Corporation Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, may be deemed to share beneficial ownership of the securities reported herein. Each of Gates Capital, the General Partner, the Corporation and Jeffrey L. Gates, disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interests therein, if any. Gates Capital Management, L.P., By: Gates Capital Management GP, LLC, its general partner, By: Gates Capital Management, Inc., its managing member, By: /s/ Jeffrey L. Gates, President 2022-02-25 Gates Capital Management GP, LLC, By: Gates Capital Management, Inc., its managing member, By: /s/ Jeffrey L. Gates, President 2022-02-25 Gates Capital Management, Inc., By: /s/ Jeffrey L. Gates, President 2022-02-25 Jeffrey L. Gates, By: /s/ Jeffrey L. Gates 2022-02-25