HOUSTON, TX –July 18, 2017. Rockwater Energy Solutions, Inc. (“Rockwater”), a leading provider of water management services and chemical products to the U.S. unconventional oil and gas industry, today announced that it has entered into a definitive merger agreement with publicly-held Select Energy Services, Inc. (NYSE: WTTR), (“Select”), in a stock-for-stock transaction. Rockwater shareholders will be issued 37.95 million shares of Select common stock in exchange for all outstanding shares of Rockwater common stock. Upon consummation of the transactions contemplated by the agreement, current Select shareholders will own approximately 64.4% of the combined company and Rockwater shareholders will own approximately 35.6%, with a total of 106.73 million Select common shares outstanding. Crestview Partners will be the largest shareholder post-merger, followed by SCF Partners and Mr. John Schmitz, currently Chairman and CEO of Select. The requisite stockholders of Select and Rockwater have approved the transactions, and the transaction is expected to close in the third quarter of 2017, subject to customary closing conditions, including U.S. governmental approval under the Hart-Scott-Rodino Act.
Upon completion of the merger, Holli Ladhani, currently the Chairman, President & CEO of Rockwater, will become the President & CEO of Select. John Schmitz, currently Chairman & CEO of Select, will become the full-time Executive Chairman of Select. All water-related services of the combined company will consolidate under the Select brand name and Rockwater’s oilfield chemicals business units will retain the Rockwater brand name.
Commenting on the merger, Ms. Ladhani said, “I am excited about the opportunities this merger creates for our customers, shareholders and employees. We are combining two extremely entrepreneurial companies with similar cultures and aspirations, which will enhance our competitive advantage through strong local partnerships, differentiated service offerings, and access to financing. Our service lines are highly complementary, and the expertise and capabilities from both companies will allow us to work smarter, and bring new solutions and technologies to the forefront. As the demand for comprehensive water management solutions intensifies, our mutual commitment to Respect, Integrity, Safety and Excellence will drive productivity while minimizing costs and risks, providing significant overall value to our customers.”
Mr. Schmitz said, “This is a very exciting opportunity to combine two companies that are highly focused on the challenge of providing world-class water-related services to the major shale basins. As we are experiencing a strong recovery in many of our markets, we have the opportunity to combine our equipment, management teams, and over 3,200 field personnel to provide more comprehensive services to our customers. I believe the combined expertise and scale we are creating in this merger will generate substantial benefits for Select and our shareholders.”
Select and Rockwater have scheduled a conference call on Wednesday, July 19, 2017 at 9:00 a.m. EDT to discuss the merger. Please dial 201-389-0872 and ask for the Select-Rockwater Merger Conference Call at least 10 minutes prior to the start time, or live over the Internet by logging on to the web at the address http://investors.selectenergyservices.com/events-and-presentations. An accompanying slide presentation to the call will also be located at the same website address. A telephonic replay of the conference call will be available through July 26, 2017 and may be accessed by calling 201-612-7415 using passcode 13666634#. A webcast archive will also be available at the link above shortly after the call and will be accessible for approximately 90 days.
About Rockwater Energy Solutions, Inc.
Rockwater Energy Solutions is a leading provider of comprehensive water management solutions to the North American unconventional oil and gas industry and believes it is the only company that provides complementary chemistry products and expertise in connection with its water solutions. Rockwater’s water management solutions include water sourcing, transfer, treatment, testing, remote monitoring, and storage; site and pit surveys; flowback and well testing; fluids conditioning and recycling; and field fluids logistics and consulting services. It also develops and manufactures a full suite of specialty chemicals used in the well completion process and production chemicals used to enhance performance over the producing life of a well, which the company believes gives it a unique competitive advantage in the energy industry. The company currently provides services to exploration and production companies and oilfield service companies operating in all the major shale and producing basins in North America, including the Permian Basin, the Mid-Continent (including the SCOOP/STACK plays), the Bakken, Western Canada, the Marcellus and Utica basins, the Rockies and the Eagle Ford. For more information, please visit http://www.rockwaterenergy.com/
About Select Energy Services, Inc.
Select Energy is a leading provider of total water solutions to the U.S. unconventional oil and gas industry. Select provides for the sourcing and transfer of water (both by permanent pipeline and temporary pipe) prior to its use in the drilling and completion activities associated with hydraulic fracturing, as well as complementary water-related services that support oil and gas well completion and production activities, including containment, monitoring, treatment, flowback, hauling, and disposal. For more information, please visit http://selectenergyservices.com.
Cautionary Statement Concerning Forward-Looking Statements.This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about our plans, objectives, expectations and intentions. Our forward-looking statements are generally, but not always, accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “should,” “may,” “will,” plan,” “goal,” “can,” “could,” “continuing,” “ongoing,” “intend,” or other words that convey the uncertainty of future events or outcomes. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.