ECO-STIM ENERGY SOLUTIONS, INC. (NASDAQ:ESES) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Second Amendment to Amended and Restated Stockholder
Rights Agreement
On August 25, 2017, the Amended and Restated Stockholder Rights
Agreement between Eco-Stim Energy Solutions, Inc. (the Company)
and the other parties thereto, dated as of March 3, 2017 and
amended on July 6, 2017 (the Rights Agreement), was amended to
remove the requirement that one of the directors nominated by FT
SOF VII Holdings, LLC (Fir Tree) be considered independent for
audit committee purposes. This provision had been included to
address a Nasdaq requirement that the Audit Committee be
comprised of three members who are considered independent for
audit committee purposes, which has been satisfied through the
appointment of Mr. Timothy L. Reynolds to the Companys Audit
Committee, as disclosed further below, making this provision in
the Rights Agreement unnecessary.
The foregoing is qualified in its entirety by reference to the
Second Amendment to Amended and Restated Stockholder Rights
Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On August 25, 2017, Mr. Donald Stoltz resigned as a member of the
Board of Directors of the Company (the Board), effective
immediately. Mr. Stoltz served on the Nominating and Governance
Committee and Compensation Committee of the Board. Mr. Stoltzs
resignation was not due to any disagreement with the Company on
any matter relating to the Companys operations, policies or
practices.
Effective as of August 25, 2017, in connection with the
acceptance of Mr. Stoltzs resignation and to the Companys Second
Amended and Restated Bylaws, the Board appointed Timothy L.
Reynolds to serve on the Board as a director of the Company,
filling the vacancy created by the resignation of Mr. Stoltz, and
appointed Mr. Reynolds to the Audit Committee and Compensation
Committee of the Board. The Board also appointed Andrew Teno,
current member of the Board, to serve on the Nominating and
Governance Committee to fill the vacancy on the Nominating and
Governance Committee created by the resignation of Mr. Stoltz.
Also effective as of August 25, 2017, Mr. Teno was appointed as
Chairman of the Board to succeed Mr. Bjarte Bruheim, who remains
a member of the Board.
The Board expects to grant Mr. Reynolds, as soon as reasonably
practicable, an award of restricted stock units under the
Eco-Stim Energy Solutions, Inc. 2015 Stock Incentive Plan, as
amended from time to time (the Plan), with an aggregate fair
market value of at least $100,000 on the date(s) of grant. In
addition, Mr. Reynolds will receive an annual cash retainer of
$50,000, payable quarterly in arrears for service on the Board.
The Board also expects to provide each other non-employee
director (other than directors who are employees of Fir Tree Inc.
or FT SOF Holdings VII LLC) with (i) as soon as reasonably
practicable, an award of restricted stock units under the Plan
with an aggregate fair market value of at least $100,000 on the
date(s) of grant and (ii) an annual cash retainer of $50,000,
payable quarterly in arrears for service on the Board.
Tim Reynolds serves as Co-CEO of Dakota Midstream, an independent
midstream energy company in the Bakken shale formation. Prior to
founding Dakota Midstream in July 2014, Mr. Reynolds led the
acquisition of Mesa Oil Services, a salt water disposal operator
in the Bakken in April 2014. Previously, Mr. Reynolds worked at
Highstar Capital, an infrastructure investment firm from 2008 to
March 2014, most recently as Principal and Director of Corporate
Affairs. Earlier in his career, worked at the White House,
serving first in the Office of the Chief of Staff for the
President from 2004 to 2006 and then in the National Economic
Council from 2002 to 2004. In the latter position, he focused on
energy, health care, and social security policy formation and
implementation. Mr. Reynolds is a graduate of the University of
North Carolina at Chapel Hill (2001), and earned his MBA from the
Stanford Graduate School of Business (2008).
There are no other understandings or arrangements between Mr.
Reynolds and any other person to which Mr. Reynolds was selected
to serve as a director of the Board. There are no relationships
between Mr. Reynolds and the Company or any of its subsidiaries
that would require disclosure to Item 404(a) of Regulation S-K of
the Securities Exchange Act of 1934, as amended.
On August 25, 2017, the Company with the approval of its Board of
Directors, entered into an indemnification agreement with Mr.
Reynolds (the Indemnification Agreement) in connection with his
role as a member of the Board. This agreement requires the
Company to indemnify Mr. Reynolds to the fullest extent permitted
by applicable law against liability that may arise by reason of
his service to the Company and to advance expenses incurred as a
result of any proceeding against him as to which he could be
indemnified. The Indemnification Agreement is in substantially
the form referenced as Exhibit 10.2 to this Current Report on
Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
Effective August 25, 2017, the Board adopted the Third Amendment
to Second Amended and Restated Bylaws (the Bylaw Amendment),
which became effective upon its adoption by the Board. The Bylaw
Amendment removed the requirement that one of the directors
nominated by Fir Tree be considered independent for audit
committee purposes.
The foregoing description is a summary of the Bylaw Amendment,
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Second Amendment to Second
Amended and Restated Bylaws, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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Third Amendment to Second Amended and Restated Bylaws, adopted as of August 25, 2017. |
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Second Amendment to Amended and Restated Stockholder Rights Agreement, dated as of August 25, 2017, by and among the Company and the parties named therein. |
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Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on August 18, 2017). |
Eco-Stim Energy Solutions, Inc. ExhibitEX-3.1 2 ex3-1.htm THIRD AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS OF ECO-STIM ENERGY SOLUTIONS,…To view the full exhibit click here
About ECO-STIM ENERGY SOLUTIONS, INC. (NASDAQ:ESES)
Eco-Stim Energy Solutions, Inc. is an oilfield services company. The Company provides well stimulation, coiled tubing and field management services to the upstream oil and gas industry. The Company focuses on the active shale and unconventional oil and natural gas basins outside the United States and it has commenced operations in Argentina. The Company operates well stimulation fleets, coiled tubing units and other downhole completion equipment, as well as provides sweet spot analysis in shale resource basins using geophysical predictive modeling combined with real-time feedback from down-hole diagnostic tools. The Company offers a pumping fleet, including well-stimulation pumps, nitrogen pumping units and cranes, in both trailer-mounted and skid-mounted configurations. It provides a range of pressure-pumping services, including work-over pumping, well injection and wireline pump downs.
