false0001688476
0001688476
2020-03-09
2020-03-09
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): March 9, 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 7.01.
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Regulation FD Disclosure.
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On March 9, 2020, the Company issued a press releasing announcing that the Company had entered into a definitive agreement to sell its Well Support Services business for a total of $93.7 million in cash and cash equivalent consideration to Basic Energy Services, Inc. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the investor presentation made available in connection with the transaction is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Exhibit 99.1 and Exhibit 99.2 is furnished pursuant to this Item 7.01, and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
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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Press Release dated March 9, 2020
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Investor Presentation dated March 9, 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: March 9, 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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