false0001688476
0001688476
2020-01-06
2020-01-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2020
NexTier Oilfield Solutions Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37988
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38-4016639
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification Number)
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3990 Rogerdale Rd.
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Houston,
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Texas
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77042
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(Address of principal executive offices)
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(Zip Code)
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(713) 325-6000
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange On Which Registered
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Common Stock, $0.01, par value
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NEX
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New York Stock Exchange
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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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
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. ☐
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Item 2.02.
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Results of Operations and Financial Condition.
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On January 6, 2020, NexTier Oilfield Solutions Inc. (the "Company") posted a management presentation (the "Presentation") dated as of January 7, 2020, on the Company’s website at www.nextierofs.com, a copy of which is furnished as Exhibit 99.1 hereto. The Presentation includes certain statements regarding the Company's fourth quarter operations and updates with respect to previously issued guidance for such quarter.
The Company expressly disclaims any obligation to update the presentation materials or any other information posted on or available through its website, and cautions that the information set forth therein is only accurate as of the date indicated on such materials. The inclusion of any data or statements in the presentation materials (or available on or through the Company’s website) does not signify that such information is considered material. The Company faces many challenges and risks in the industry in which it operates. The presentation contains forward-looking statements that involve risks and uncertainties. The Company’s actual results may differ materially from those discussed in any forward-looking statement because of various factors, including those described under “Important Disclosure” in the presentation. Please read “Important Disclosure” in the presentation for additional information about the known material risks that the Company faces.
Item 7.01 Regulation FD Disclosure.
As disclosed under Item 2.02 hereof, January 6, 2020, the Company posted the Presentation on the Company’s website at www.nextierofs.com, a copy of which is furnished as Exhibit 99.1 hereto. Pursuant to Item 7.01 of Form 8-K, the Company expressly disclaims any obligation to update the presentation materials or any other information posted on or available through its website, and cautions that the information set forth therein is only accurate as of the date indicated in such materials. The inclusion of any data or statements in the presentation materials (or available on or through the Company's website) does not signify that such information is considered material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being provided as part of this report:
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Exhibit
No.
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Description
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Management Presentation dated January 7, 2020.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: January 6, 2020
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NEXTIER OILFIELD SOLUTIONS INC
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By:
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/s/ Kevin McDonald
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Name:
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Kevin McDonald
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Title:
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Executive Vice President, Chief Administrative Officer & General Counsel
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