UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On November 22, 2021, ProPetro Holding Corp. (the “Company”) announced that it has entered into a settlement with the U.S. Securities and Exchange Commission (the “SEC”), resolving the previously disclosed SEC investigation relating to the Company. Under the terms of the settlement, the Company, without admitting or denying the findings in the administrative order issued by the SEC, has agreed to cease and desist from violations of specified provisions of the federal securities laws and rules promulgated thereunder. The Company was not required to pay any monetary penalty and has no ongoing undertakings in connection with the settlement.
The Company fully cooperated with the SEC over the course of its investigation. The SEC’s administrative order recognizes not only the significant value of the Company’s cooperation but also the considerable remedial actions taken by the Company to strengthen its internal policies, governance and internal control over financial reporting and to embed those improvements into the Company’s culture. A copy of the press release announcing the settlement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit |
| 99.1 | Press release, dated November 22, 2021. |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101) |
2
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROPETRO HOLDING CORP. | ||
| Date: November 22, 2021 | By: | /s/ Newton W. Wilson III |
| Newton W. Wilson III | ||
| General Counsel and Corporate Secretary | ||
3
EXHIBIT 99.1
ProPetro
Announces Settlement of Previously Disclosed
Securities and Exchange Commission Matter
MIDLAND, TX, November 22, 2021, (Business Wire) – ProPetro Holding Corp. (“ProPetro” or the “Company”) (NYSE: PUMP) today announced that it has entered into a settlement with the U.S. Securities and Exchange Commission (the “SEC”), resolving the previously disclosed SEC investigation relating to the Company. The Company was not required to pay any monetary penalty and has no ongoing undertakings in connection with the settlement.
Under the terms of the settlement, the Company, without admitting or denying the findings in the administrative order issued by the SEC, has agreed to cease and desist from violations of specified provisions of the federal securities laws and rules promulgated thereunder relating to the books and records, internal control and proxy disclosure provisions of the securities laws and rules.
Phillip Gobe, Executive Chairman, commented, “The Company fully cooperated with the SEC over the course of its investigation. The SEC’s administrative order recognizes not only the significant value of the Company’s cooperation but also the considerable remedial actions taken by the Company to strengthen its internal policies, governance and internal control over financial reporting and to embed those improvements into the Company’s culture. All material weaknesses previously identified have been fully remediated, and ProPetro is a stronger company today as a result of the actions we have taken to enhance our culture.”
About ProPetro
ProPetro Holding Corp. is a Midland, Texas-based oilfield services company providing pressure pumping and other complementary services to leading upstream oil and gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources. For more information, please visit www.propetroservices.com.
Contacts
ProPetro Holding Corp
David Schorlemer
Chief Financial Officer
investors@propetroservices.com
432-688-0012
Josh Jones
Director of Finance
investors@propetroservices.com
432-688-0012
Cover |
Nov. 22, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 22, 2021 |
| Entity File Number | 001-38035 |
| Entity Registrant Name | ProPetro Holding Corp. |
| Entity Central Index Key | 0001680247 |
| Entity Tax Identification Number | 26-3685382 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1706 S. Midkiff |
| Entity Address, City or Town | Midland |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 79701 |
| City Area Code | 432 |
| Local Phone Number | 688-0012 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Trading Symbol | PUMP |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |