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): October 31, 2022
NexTier Oilfield Solutions Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-37988 | 38-4016639 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3990 Rogerdale Rd. Houston, Texas | 77042 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(713) 325-6000
(Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
Title of each class | Trading | Name of each exchange on which registered | ||
Common Stock, $0.01, par value | NEX | New York Stock Exchange |
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). |
☐ | 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. ☐
Item 8.01. | Other Events. |
On October 31, 2022, NexTier Oilfield Solutions Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to its automatically effective shelf registration statement on Form S-3 filed on May 13, 2021 (File No. 333-256092) covering the resale of up to 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be used by the selling stockholder identified therein to resell shares of the Common Stock covered by the Prospectus Supplement. The Company will not receive any proceeds from any sale of the Shares by the selling stockholder.
The Company is filing this report to provide the legal opinion as to the validity of the Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being furnished as part of this report:
Exhibit | Description | |
5.1 | Opinion of King & Spalding LLP regarding the validity of the Shares. | |
23.1 | Consent of King & Spalding LLP (include in Exhibit 5.1). | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
NEXTIER OILFIELD SOLUTIONS INC. | ||||||
Dated: October 31, 2022 | /s/ Kevin McDonald | |||||
Name: | Kevin McDonald | |||||
Title: | Executive Vice President, Chief Administrative Officer and General Counsel |