| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 7
)*
|
Select Water Solutions, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
81617J301 (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. | 81617J301 |
| 1 | Names of Reporting Persons Crestview Partners II GP, 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 20,120,296.00 | ||||||||
| 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) 16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The total in Rows (6), (8), and (9) includes the 16,221,101 shares of Class A Common Stock, par value $0.01 per share, of the Issuer ("Class A Shares") that would be issued in connection with a full redemption of the 16,221,101 Common LLC Units ("Common Units") of SES Holdings, LLC ("SES Holdings"), a subsidiary of the Issuer, that are indirectly owned by Crestview Partners II SES Investment, LLC ("Crestview II SES") through SES Legacy Holdings, LLC ("Legacy Holdings") and deemed to be beneficially owned by the Reporting Person. The Common Units are redeemable at the election of Legacy Holdings for newly-issued Class A Shares on a one-for-one basis. The Reporting Person may also be deemed to beneficially own 16,221,101 shares of Class B Common Stock, par value $0.01 per share, of the Issuer ("Class B Shares") that are indirectly owned by Crestview II SES through Legacy Holdings. The Class B Shares would be canceled upon a full redemption of the Common Units. Excluding Class A Shares that may be issued upon a redemption of the Common Units, the total number of Class A Shares deemed to be beneficially owned by the Reporting Person is 3,802,972 and the percentage of Class A Shares represented by such amount is 3.7%.
SCHEDULE 13G |
| CUSIP No. | 81617J301 |
| 1 | Names of Reporting Persons Crestview Partners II SES Investment B, 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 3,802,972.00 | ||||||||
| 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) 3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 81617J301 |
| 1 | Names of Reporting Persons Crestview Partners II SES Investment, 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 16,221,101.00 | ||||||||
| 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) 13.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
The total in Rows (6), (8), and (9) represents the 16,221,101 Class A Shares that would be issued in connection with a full redemption of the 16,221,101 Common Units of SES Holdings, LLC, a subsidiary of the Issuer, that are indirectly owned by the Reporting Person through Legacy Holdings. The Common Units are redeemable at the election of the Reporting Person for newly-issued Class A Shares on a one-for-one basis. The Reporting Person also indirectly owns 16,221,101 Class B Shares through Legacy Holdings. The Class B Shares would be canceled upon a full redemption of the Common Units. The Reporting Person does not directly or indirectly own any Class A Shares other than Class A Shares that may be issued upon the redemption of the Common Units and related cancellation of the Class B Shares held through Legacy Holdings.
SCHEDULE 13G |
| CUSIP No. | 81617J301 |
| 1 | Names of Reporting Persons Crestview Advisors, L.L.C. | ||||||||
| 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 96,223.00 | ||||||||
| 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) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Select Water Solutions, Inc. | |
| (b) | Address of issuer's principal executive
offices: 1820 North I-35, Gainesville, TX 76240 | |
| Item 2. | ||
| (a) | Name of person filing: See Item 2(b). | |
| (b) | Address or principal business office or, if
none, residence: Crestview Partners II GP, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
Crestview Partners II SES Investment B, LLC
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
Crestview Partners II SES Investment, LLC
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
Crestview Advisors, L.L.C.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022 | |
| (c) | Citizenship: See Row (4) of each Reporting Person's cover page. | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 81617J301 | |
| 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: See Row (9) of each Reporting Person's cover page.
Crestview Partners II GP, L.P. is the general partner of each of (i) Crestview Partners II, L.P., Crestview Partners II (TE), L.P., (which is the general partner of Crestview Holdings II (TE), L.P.) and Crestview Partners II (FF), L.P., each of which are direct or indirect members of Crestview II SES and (ii) Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a direct member of Crestview II SES B. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
Each of Crestview Partners II GP, L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 3,802,972 Class A Shares directly owned by Crestview II SES B.
Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Holdings II (TE), L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the 16,221,101 Class B Shares and the 16,221,101 Common Units indirectly beneficially owned by Crestview II SES through Legacy Holdings.
The 16,221,101 Common Units indirectly owned by Crestview II SES through Legacy Holdings may be redeemed for Class A Shares upon the request of Crestview II SES on a one-for-one basis. The 16,221,101 Class B Shares directly owned by Crestview II SES through Legacy Holdings would be cancelled upon a full redemption of the 16,221,101 Common Units indirectly owned by Crestview II SES through Legacy Holdings for Class A Shares.
Robert V. Delaney, Jr. and Adam Klein, former members of the Issuer's board of directors, were issued Class A Shares under the 2016 Equity Incentive Plan (the "Plan") for service on the Issuer's board of directors. The Class A Shares were fully vested as of the date of issuance. Each of Messers. Delaney and Klein has assigned all rights, title and interest in 96,223 such Class A Shares to Crestview Advisors, L.L.C., which holds such Class A Shares directly.
Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein. | |
| (b) | Percent of class: See Row (11) of each Reporting Person's cover page. The percentages reported herein are based on (i) the 103,088,670 Class A Shares outstanding as of October 25, 2024 as reported in the Issuer's Form 10-Q filed October 29, 2024 and (ii) the 16,221,101 Common Units indirectly owned by Crestview II SES through Legacy Holdings which may be redeemed for Class A Shares upon the request of Crestview II SES on a one-for-one basis. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row (5) of each Reporting Person's cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See Row (6) of each Reporting Person's cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row (7) of each Reporting Person's cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row (8) of each Reporting Person's cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit
Information |
Exhibit 99.1: Joint Filing Agreement |