SC 13G

0001193125-16-750920.txt : 20161028 0001193125-16-750920.hdr.sgml : 20161028 20161028102632 ACCESSION NUMBER: 0001193125-16-750920 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20161028 DATE AS OF CHANGE: 20161028 GROUP MEMBERS: DAN H. WILKS GROUP MEMBERS: STACI WILKS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Seventy Seven Energy Inc. CENTRAL INDEX KEY: 0001532930 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 453338422 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88222 FILM NUMBER: 161957293 BUSINESS ADDRESS: STREET 1: 777 N.W. 63RD STREET CITY: OKLAHOMA CITY STATE: OK ZIP: 73116 BUSINESS PHONE: 405-608-7777 MAIL ADDRESS: STREET 1: 777 N.W. 63RD STREET CITY: OKLAHOMA CITY STATE: OK ZIP: 73116 FORMER COMPANY: FORMER CONFORMED NAME: Seventy Seven Energy Inc DATE OF NAME CHANGE: 20140630 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE OILFIELD OPERATING LLC DATE OF NAME CHANGE: 20111018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wilks Brothers, LLC CENTRAL INDEX KEY: 0001662888 IRS NUMBER: 452388948 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 17010 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178192578 MAIL ADDRESS: STREET 1: 17010 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 SC 13G 1 d268543dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Seventy Seven Energy Inc.

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

818097107

(CUSIP Number)

October 20, 2016

(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 person’s 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).

SCHEDULE 13G


CUSIP No. 818097107


1	Names of Reporting Persons Dan H. Wilks
2	Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
3	Sec Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 1,192,072
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,192,072
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,192,072
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 5.4%⁽¹⁾
12	Type of Reporting Person (See Instructions) IN

(1)	Based on 22,000,000 shares of Common Stock of the Issuer issued and outstanding as of August 4, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the SEC on August 9, 2016.


CUSIP No. 818097107


1	Names of Reporting Persons Staci Wilks
2	Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
3	Sec Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 0
		6	Shared Voting Power 1,192,072
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,192,072
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,192,072
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 5.4%⁽¹⁾
12	Type of Reporting Person (See Instructions) IN

(1)	Based on 22,000,000 shares of Common Stock of the Issuer issued and outstanding as of August 4, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the SEC on August 9, 2016.


CUSIP No. 818097107


1	Names of Reporting Persons Wilks Brothers, LLC
2	Check the appropriate box if a member of a Group (see instructions) (a) ☒ (b) ☐
3	Sec Use Only
4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5	Sole Voting Power 46,824
		6	Shared Voting Power 0
		7	Sole Dispositive Power 46,824
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 46,824
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 0.2%⁽¹⁾
12	Type of Reporting Person (See Instructions) OO

(1)	Based on 22,000,000 shares of Common Stock of the Issuer issued and outstanding as of August 4, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the SEC on August 9, 2016.

Item 1.

(a)

Name of Issuer: Seventy Seven Energy Inc.

(b)

Address of Issuer’s Principal Executive Offices:

777 N.W. 63rd Street

Oklahoma City, Oklahoma

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by Dan H. Wilks, Staci Wilks, and Wilks Brothers, LLC.

(b)

Address of Principal Business Office or, if None, Residence:

Dan H. Wilks

17010 Interstate 20

Cisco, TX 76437

Staci Wilks

17010 Interstate 20

Cisco, TX 76437

Wilks Brothers, LLC

17010 Interstate 20

Cisco, TX 76437

(c)

Citizenship:

Dan H. Wilks is a citizen of the United States of America.

Staci Wilks is a citizen of the United States of America.

Wilks Brothers, LLC is a limited liability company organized in the State of Texas.

(d)

Title and Class of Securities:

Common Stock, Par Value $0.01

(e)

CUSIP No.: 818097107

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:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);


(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations 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;

(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership

(a)

Amount Beneficially Owned:

The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,238,896 shares of Common Stock (the “Shares”), consisting of 988,896 shares of Common Stock, $0.01 par value per share of the Company (the “Common Stock”) and 250,000 Series A Warrants (the “Warrants”), each of which is exercisable until August 1, 2021, to purchase a single share of Common Stock at an exercise price of $23.82 per share.

(b)

Percent of Class:

The Shares represent approximately 5.6% of the Issuer’s issued and outstanding shares of Common Stock, based on 22,000,000 shares of Common Stock of the Issuer issued and outstanding as of August 4, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the SEC on August 9, 2016.

(c)

Number of shares as to which such person has:

Dan H. Wilks and Staci Wilks each have shared dispositive power and shared voting power of 942,072 shares of Common Stock and 250,000 Warrants, together representing 5.4% of the Issuer’s issued and outstanding Common Stock. Dan H. Wilks and Staci Wilks are husband and wife, and may be deemed to beneficially own the shares of Common Stock beneficially owned by the other person.

Wilks Brothers, LLC has sole dispositive power and sole voting power of 46,824 shares of Common Stock, representing 0.2% of the Issuer’s issued and outstanding Common Stock. Wilks Brothers, LLC is a manager-managed limited liability company, managed by Dan H. Wilks and Farris Wilks. Dan H. Wilks and Farris Wilks may be deemed to indirectly beneficially own the 46,824 shares of Common Stock directly beneficially owned by Wilks Brothers, LLC. Dan Wilks and Farris Wilks are brothers, and may and may be deemed to beneficially own the shares of Common Stock beneficially owned by the other person.

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. See Exhibit 99.1.

Item 9.

Notice of Dissolution of Group. Not applicable.

Item 10.

Certifications. Not applicable.

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: October 28, 2016


*
Dan H. Wilks

*
Staci Wilks

WILKS BROTHERS, LLC

By:		/s/ Morgan D Neff
Name:		Morgan D Neff
Title:		Attorney-in-Fact


*By:		/s/ Morgan D Neff
		Morgan D Neff, as Attorney-in-Fact

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT INDEX


Exhibit No.		Description

99.1		Identification of Members of the Group

99.2		Joint Filing Agreement

99.3		Power of Attorney - Dan H. Wilks

99.4		Power of Attorney - Staci Wilks

99.5		Power of Attorney - Wilks Brothers, LLC

EX-99.1 2 d268543dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

IDENTIFICATION OF MEMBERS OF THE GROUP

Dan H. Wilks

Staci Wilks

Wilks Brothers, LLC

EX-99.2 3 d268543dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Seventy Seven Energy Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of October 28, 2016.


*
Dan H. Wilks

*
Staci Wilks

WILKS BROTHERS, LLC

By:		/s/ Morgan D Neff
Name:		Morgan D Neff
Title:		Attorney-in-Fact


*By:		/s/ Morgan D Neff
		Morgan D Neff, as Attorney-in-Fact

EX-99.3 4 d268543dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) Form 144, (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, and (d) any joint filing agreement in connection with the preceding clauses (a)-(c);

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and

Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act 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 the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.

This Power of Attorney shall remain in full force and effect until the undersigned revokes this Power of Attorney in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.


/s/ Dan H. Wilks
Dan H. Wilks

Date: October 28, 2016

EX-99.4 5 d268543dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.


/s/ Staci Wilks
Staci Wilks

Date: October 28, 2016

EX-99.5 6 d268543dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

POWER OF ATTORNEY

FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,

FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints each of Matt Wilks and Morgan Neff with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of the date first written above.


WILKS BROTHERS, LLC

By:		/s/ Dan H. Wilks
Name:		Dan H. Wilks
Title:		Chief Executive Officer

Date:		October 28, 2016