| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Nine Energy Service, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
65441V101 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 65441V101 |
| 1 | Names of Reporting Persons Tontine Asset Associates, 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,282,710.00 | ||||||||
| 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 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The percentages used in this Schedule 13G/A are calculated based upon the 42,363,805 shares of Common Stock, par value $0.01 per share ("Common Stock"), of Nine Energy Service, Inc. (the "Company") issued and outstanding at October 28, 2024, as set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 65441V101 |
| 1 | Names of Reporting Persons Tontine Capital Overseas Master Fund II, L.P. | ||||||||
| 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 DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,282,710.00 | ||||||||
| 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 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 65441V101 |
| 1 | Names of Reporting Persons Jeffrey L. Gendell | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,184,044.00 | ||||||||
| 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) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Nine Energy Service, Inc. | |
| (b) | Address of issuer's principal executive
offices: The Company's principal executive offices are located at 2001 Kirby Drive, Suite 200, Houston, Texas 77019 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by:
(i) Tontine Capital Overseas Master Fund II, L.P. ("TCOM II"), a limited partnership organized under the laws of the State of Delaware, with respect to 2,282,710 shares of Common Stock directly owned by TCOM II;
(ii) Tontine Asset Associates, LLC, a limited liability company organized under the laws of the State of Delaware ("TAA"), which serves as general partner of TCOM II, with respect to the shares of Common Stock directly owned by TCOM II; and
(iii) Jeffrey L. Gendell, a United States citizen ("Mr. Gendell"), who serves as the Managing Member of TAA, with respect to the shares of Common Stock directly owned by TCOM II, and with respect to 1,901,334 shares of Common Stock directly owned by Tontine Financial Partners, L.P., a limited partnership organized under the laws of the State of Delaware ("TFP"). Mr. Gendell serves as the Managing Member of Tontine Management, L.L.C., a limited liability company organized under the laws of the State of Delaware ("TM"), which serves as general partner of TFP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | |
| (b) | Address or principal business office or, if
none, residence: The address of the business office of each of the Reporting Persons is 1 Sound Shore Drive, Suite 304, Greenwich, CT 06830-7251. | |
| (c) | Citizenship: See Item 2(a) above. | |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 65441V101 | |
| 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 (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-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 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 4,184,044 | |
| (b) | Percent of class: 9.9 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 4,184,044 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 4,184,044
The amounts and percentage set forth above in this Item 4 reflect the beneficial ownership of Mr. Gendell. TAA and TCOM II each beneficially own, and have shared voting and dispositive power over, 2,282,710 shares of Common Stock, or approximately 5.4% of the Common Stock issued and outstanding. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
TAA, the general partner of TCOM II, has the power to direct the affairs of TCOM II, including directing the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by TCOM II. Mr. Gendell is the Managing Member of TAA and in that capacity directs its operations.
TM, the general partner of TFP, has the power to direct the affairs of TFP, including directing the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by TFP. Mr. Gendell is the Managing Member of TM and in that capacity directs its operations. | ||
| 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. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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