Sec Form 13D Filing - Quintana Capital Group L.P. filing for Quintana Energy Services Inc. (QES) - 2020-05-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

Quintana Energy Services Inc.

(Name of Issuer)

Common Stock, par value of $0.01 per share

(Title of Class of Securities)

74875T 10 3

(CUSIP Number)

Max L. Bouthillette

Executive Vice President, General Counsel, Chief Compliance Officer and

Corporate Secretary

1415 Louisiana Street, Suite 2900

Houston, Texas 77002

Tel: (832) 518-4094

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 3, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 

 

2


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Quintana Capital Group, L.P. 86-1172016

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

6,459,524 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

PN    

 

3


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Capital Group, L.P. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Consists of 5,345,505 shares of common stock for which Quintana Energy Partners — QES Holdings, L.L.C. is the record owner, 795,018 shares of common stock for which Quintana Energy Fund — TE, LP is the record owner, and 319,001 shares of common stock for which Quintana Energy Fund — FI, LP is the record owner. Quintana Energy Partners, L.P. controls Quintana Energy Partners — QES Holdings L.L.C. The general partner of each of Quintana Energy Partners, L.P., Quintana Energy Fund — FI, LP and Quintana Energy Fund — TE, LP is Quintana Capital Group, L.P. Quintana Capital Group, L.P. may be deemed to have beneficial ownership of the shares directly held by Quintana Energy Partners — QES Holdings, L.L.C., Quintana Energy Fund —TE, LP and Quintana Energy Fund — FI, LP.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

4


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Quintana Capital Group GP Ltd. 86-1172015

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

&#x A0;

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

6,459,524 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO    

 

5


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Capital Group GP Ltd. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Consists of 5,345,505 shares of common stock for which Quintana Energy Partners — QES Holdings, L.L.C. is the record owner, 795,018 shares of common stock for which Quintana Energy Fund — TE, LP is the record owner, and 319,001 shares of common stock for which Quintana Energy Fund — FI, LP is the record owner. Quintana Energy Partners, L.P. controls Quintana Energy Partners — QES Holdings L.L.C. The general partner of each of Quintana Energy Partners, L.P., Quintana Energy Fund — FI, LP and Quintana Energy Fund — TE, LP is Quintana Capital Group, L.P. Quintana Capital Group GP, Ltd. is the general partner of Quintana Capital Group, L.P. and may be deemed to have beneficial ownership of the shares directly held by Quintana Energy Partners — QES Holdings, L.L.C., Quintana Energy Fund — TE, LP and Quintana Energy Fund –FI, LP.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

6


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Quintana Energy Partners, L.P. 86-1172018

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

5,345,505 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

PN    

 

7


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Energy Partners, L.P. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Quintana Energy Partners — QES Holdings, L.L.C. is the record owner of these shares. Quintana Energy Partners, L.P. controls Quintana Energy Partners — QES Holdings L.L.C. and may be deemed to have beneficial ownership of the shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

8


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Quintana Energy Fund — FI, LP 03-0604623

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

319,001 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%

14  

TYPE OF REPORTING PERSON

 

PN

 

9


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Energy Fund — FI, LP may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Quintana Energy Fund — FI, LP is the record owner of these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

10


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Quintana Energy Fund — TE, LP 03-0604624

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0 shares

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares

     9   

SOLE DISPOSITIVE POWER

 

0 shares

   10   

SHARED DISPOSITIVE POWER (2)

 

795,018 shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%

14  

TYPE OF REPORTING PERSON

 

PN

 

11


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Energy Fund — TE, LP may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Quintana Energy Fund — TE, LP is the record owner of these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

12


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Quintana Energy Partners — QES Holdings, L.L.C. 82-4267266

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares

      ;8   

SHARED VOTING POWER (1)

 

25,757,308 shares

     9   

SOLE DISPOSITIVE POWER

 

0 shares

   10   

SHARED DISPOSITIVE POWER (2)

 

5,345,505 shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%

14  

TYPE OF REPORTING PERSON

 

OO

 

13


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Energy Partners — QES Holdings, L.L.C. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Quintana Energy Partners — QES Holdings L.L.C. is the record owner of these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

14


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

QEP Management Co., LP 86-1172021

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0 shares

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares

     9   

SOLE DISPOSITIVE POWER

 

0 shares

   10   

SHARED DISPOSITIVE POWER (2)

 

100,000 shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%

14  

TYPE OF REPORTING PERSON

 

PN

 

15


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which QEP Management Co., LP may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

QEP Management Co., LP is the record owner of these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

16


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

QEP Management Co. GP, LLC 86-1172020

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

0 shares

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares

     9   

SOLE DISPOSITIVE POWER

 

0 shares

   10   

SHARED DISPOSITIVE POWER (2)

 

100,000 shares

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%

14  

TYPE OF REPORTING PERSON

 

OO

 

17


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which QEP Management Co. GP, LLC may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

QEP Management Co., LP is the record owner of these shares. QEP Management Co. GP, LLC is the general partner of QEP Management Co., LP and therefore may be deemed to beneficially own these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

18


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Robertson QES Investment LLC 81-4676115

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

2,886,041 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO    

 

19


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Robertson QES Investment LLC may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Robertson QES Investment LLC is the record owner of these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

20


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Corbin J. Robertson, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

PF, OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER (1)

 

214,749 shares    

     8   

SHARED VOTING POWER (2)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER (1)

 

214,749 shares    

   10   

SHARED DISPOSITIVE POWER (3)(4)(5)

 

9,445,565 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (2)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (6)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

IN    

 

(1)

These shares are directly held by Corbin J. Robertson, Jr.

 

21


(2)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Corbin J. Robertson, Jr. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(3)

Includes 5,345,505 shares of common stock for which Quintana Energy Partners — QES Holdings, L.L.C. is the record owner, 795,018 shares of common stock for which Quintana Energy Fund — TE, LP is the record owner, and 319,001 shares of common stock for which Quintana Energy Fund — FI, LP is the record owner. Quintana Energy Partners, L.P. controls Quintana Energy Partners — QES Holdings L.L.C. The general partner of each of Quintana Energy Partners, L.P., Quintana Energy Fund — FI, LP and Quintana Energy Fund — TE, LP is Quintana Capital Group, L.P. Quintana Capital Group GP, Ltd. is the general partner of Quintana Capital Group, L.P. and may be deemed to have beneficial ownership of the shares directly held by Quintana Energy Partners — QES Holdings, L.L.C., Quintana Energy Fund — TE, LP and Quintana Energy Fund — FI, LP. Corbin J. Robertson, Jr. is a member of the board of directors of Quintana Capital Group GP Ltd. and may be deemed to beneficially own these shares due to his additional rights regarding the management of Quintana Capital Group GP Ltd.

 

(4)

QEP Management Co., LP is the record owner of 100,000 of these shares. QEP Management Co. GP, LLC, the general partner of QEP Management Co., LP, may also be deemed to be the beneficial owner of these shares. Corbin J. Robertson, Jr. is a member of the board of directors of QEP Management Co. GP, LLC and may be deemed to beneficially own these shares due to his additional rights regarding the management of QEP Management Co. GP LLC.

 

(5)

Robertson QES Investment LLC is the record owner of 2,886,041 of these shares. As the sole manager of Robertson QES Investment LLC, Corbin J. Robertson Jr. may be deemed to beneficially own these shares.

 

(6)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

22


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Archer Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

9,494,306 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO    

 

23


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Archer Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Archer Holdco LLC is the record owner of these shares. Archer Holdco LLC is wholly-owned by Archer Well Company Inc., which is wholly-owned by Archer Assets UK Limited, which is wholly-owned by Archer Limited. The board of directors of Archer Limited has voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

24


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Archer Assets UK Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

9,494,306 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO    

 

25


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Archer Assets UK Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Archer Holdco LLC is the record owner of these shares. Archer Holdco LLC is wholly-owned by Archer Well Company Inc., which is wholly-owned by Archer Assets UK Limited, which is wholly-owned by Archer Limited. The board of directors of Archer Limited has voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

26


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (2)

 

Archer Well Company Inc. 26-2480765

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas, United States    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

9,494,306 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

CO    

 

27


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Archer Well Company Inc. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

 

(2)

Archer Holdco LLC is the record owner of these shares. Archer Holdco LLC is wholly-owned by Archer Well Company Inc., which is wholly-owned by Archer Assets UK Limited, which is wholly-owned by Archer Limited. The board of directors of Archer Limited has voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares.

 

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

28


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Archer Holdco LLC 32-0528346

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas, United States    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

9,494,306 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO    

 

29


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Archer Holdco LLC may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Archer Holdco LLC is the record owner of these shares.

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

30


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

John Fredriksen

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cyprus    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

6,602,688 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

IN    

 

31


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which John Fredriksen may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Geveran Investments Limited is the record owner of 4,602,688 of these shares. Famatown Finance Limited is the record owner of 2,000,000 of these shares. Geveran Investments Limited and Famatown Finance Limited are wholly-owned subsidiaries of Greenwich Holdings Limited. C.K. Limited is the trustee of various trusts established by Mr. Fredriksen for the benefit of his immediate family, which trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Geveran Investments Limited and Famatown Finance Limited. Mr. Fredriksen may be deemed to beneficially own these 6,602,688 shares through his indirect influence over Geveran Investments Limited, Famatown Finance Limited, and Greenwich Holdings Limited. Mr. Fredriksen disclaims beneficial ownership of these 6,602,688 shares except to the extent of his voting and dispositive interest in such shares. Mr. Fredriksen has no pecuniary interest in these 6,602,688 shares.

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

32


Common Stock CUSIP No. 74875T 10 3

 

  1  

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

C.K. Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Jersey    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

6,602,688 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO    

 

33


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which C.K. Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Geveran Investments Limited is the record owner of 4,602,688 of these shares. Famatown Finance Limited is the record owners of 2,000,000 of these shares. Geveran Investments Limited and Famatown Finance Limited are wholly-owned subsidiaries of Greenwich Holdings Limited. C.K. Limited is the trustee of various trusts established by Mr. Fredriksen for the benefit of his immediate family, which trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Geveran Investments Limited and Famatown Finance Limited. As such, C.K. Limited may be deemed to beneficially own these 6,602,688 shares that Geveran Investments Limited and Famatown Finance Limited beneficially own.

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

34


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Greenwich Holdings Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cyprus    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

6,602,688 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO    

 

35


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Greenwich Holdings Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Geveran Investments Limited is the record owner of 4,602,688 of these shares. Famatown Finance Limited is the record owners of 2,000,000 of these shares. Geveran Investments Limited and Famatown Finance Limited are wholly-owned subsidiaries of Greenwich Holdings Limited.

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

36


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Famatown Finance Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC (see Item 3)    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cyprus    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

2,000,000 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO    

 

37


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Famatown Finance Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Famatown Finance Limited is the record owner of these shares.

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

38


Common Stock CUSIP No. 74875T 10 3

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Geveran Investments Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          (b)  

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)    

 &# xA0;5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

    

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cyprus    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0 shares    

     8   

SHARED VOTING POWER (1)

 

25,757,308 shares    

     9   

SOLE DISPOSITIVE POWER

 

0 shares    

   10   

SHARED DISPOSITIVE POWER (2)

 

4,602,688 shares    

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)

 

25,757,308 shares    

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3)

 

76.2%    

14  

TYPE OF REPORTING PERSON

 

OO

 

39


(1)

Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Geveran Investments Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Geveran Investments Limited is the record owner of these shares.

(3)

Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

 

40


AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to the common stock, par value $0.01 per share (the “Common Stock”) of Quintana Energy Services Inc., a Delaware corporation (the “Issuer”), and amends the Schedule 13D filed with the Securities and Exchange Commission on February 26, 2018 (the “Original 13D”), as amended by each of Amendment No. 1, filed on March 30, 2018, and by Amendment No. 2, filed on November 7, 2018, by Quintana Capital Group, L.P. (“Quintana Capital”), Quintana Capital Group GP Ltd. (“Quintana Capital GP”), Quintana Energy Fund — FI, LP (“QES FI Fund”), Quintana Energy Fund — TE, LP (“QES TE Fund”), Quintana Energy Partners, L.P. (“QEP”), Quintana Energy Partners — QES Holdings, L.L.C. (“QEP Holdings”), QEP Management Co., LP (“QEP Management”), QEP Management Co. GP, LLC (“QEP Management GP”), Robertson QES Investment LLC (“Robertson QES”), Corbin J. Robertson, Jr. (“Mr. Robertson”), Archer Limited (“Archer Limited”), Archer Assets UK Limited (“Archer UK”), Archer Well Company Inc. (“Archer Well”), Archer Holdco LLC (“Archer Holdco”), John Fredriksen (“Mr. Fredriksen”), C.K. Limited (“C.K. Limited”), Greenwich Holdings Limited (“Greenwich”), Famatown Finance Limited (“Famatown”) and Geveran Investments Limited (“Geveran Investments” and, together with Quintana Capital, Quintana Capital GP, QES FI Fund, QES TE Fund, QEP, QEP Holdings, QEP Management, QEP Management GP, Robertson QES, Mr. Robertson, Archer Limited, Archer UK, Archer Well, Archer Holdco, Mr. Fredriksen, C.K. Limited, Greenwich and Famatown, each a “Reporting Person” and collectively, the “Reporting Persons”).

Except as otherwise specified in this Amendment No. 3, all items left blank remain unchanged in all material respects and any items which are reported are deemed to amend the corresponding items in the Schedule 13D. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.

 

Item 4.

Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended and supplemented to include the following:

Support Agreement

On May 3, 2020, the Issuer and KLX Energy Services Holdings, Inc., a Delaware corporation (“KLXE”), Krypton Intermediate LLC, a Delaware limited liability company and indirect wholly owned subsidiary of KLXE (“Acquiror”), and Krypton Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of KLXE (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Issuer in an all -stock merger transaction, with Issuer surviving as the indirect wholly owned subsidiary of KLXE (the “Merger”).

Concurrently with the execution of the Merger Agreement, Archer Holdco LLC, Geveran Investments Limited, Famatown Finance Limited, Robertson Quintana Investment LLC, Quintana Energy Partners – Quintana Holdings LLC, Quintana Energy Fund – TE, L.P. and Quintana Energy Fund – FI, L.P. (collectively, the “Designated Stockholders”) entered into a Support Agreement (the “Support Agreement”) with KLXE pursuant to which the Designated Stockholders agreed, among other things and subject to the terms of the Support Agreement, (i) to vote all of their shares of Common Stock in favor of the adoption of the Merger Agreement and against, among other things, an alternative acquisition proposal, and (ii) to not knowingly solicit alternative acquisition proposals or enter into discussions or negotiations with respect thereto.

The Designated Stockholders have granted an irrevocable proxy in favor of designated officers of KLXE to vote their shares of Common Stock in accordance with the foregoing. The Support Agreement will terminate on the earliest to occur of (i) termination of the Merger Agreement, (ii) the effective time of the Merger, (iii) the making of any modification, waiver or amendment to the Merger Agreement effected without the Designated Stockholders’ consent that decreases the amount or changes the form of consideration to be paid by KLXE pursuant to the terms of the Merger Agreement as in effect on the date of the Support Agreement, (iv) the mutual written consent of KLXE and the Designated Stockholders, (v) the Outside Date (as defined in the Merger Agreement) and (vi) a change of recommendation by the board of directors of Issuer in connection with an intervening event.

 

41


The foregoing descriptions of the Merger Agreement and the Support Agreement do not purport to be complete and each is subject to, and each is qualified in its entirety by, the full text of each of the Merger Agreement and the Support Agreement, which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

 

Item 5.

Interest in Securities of Issuer

Sub-Item (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Based on the 33,802,872 shares of the Issuer’s common stock outstanding as of March 20, 2020, pursuant to the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020, the shares of Common Stock held by the Reporting Persons constitute 76.2% of the outstanding shares of Common Stock of the Issuer.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Reference is made to each of the Merger Agreement and the Support Agreement defined and described in Item 4.

 

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby supplemented as follows:

 

Exhibit 99.1

Agreement and Plan of Merger, dated May 3, 2020, by and among KLX Energy Services Holdings, Inc., Quintana Energy Services, Inc., Krypton Intermediate LLC, and Krypton Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on May 4, 2020).

 

Exhibit 99.2:

Support Agreement, dated May 3, 2020, by and among the Designated Stockholders and KLX Energy Services Holdings, Inc. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Issuer on May 4, 2020).

 

42


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.

 

May 12, 2020     QUINTANA CAPITAL GROUP, L.P.
    By: Quintana Capital Group GP Ltd., its general partner
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Managing Partner and Director

 

43


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.

 

May 12, 2020     QUINTANA CAPITAL GROUP GP LTD.
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Managing Partner and Director

 

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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.

 

May 12, 2020     QUINTANA ENERGY FUND — FI, LP
    By: Quintana Capital Group, L.P., its general partner
    By: Quintana Capital Group GP Ltd., its general partner
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Managing Partner and Director

 

45


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.

 

May 12, 2020     QUINTANA ENERGY FUND — TE, LP
    By: Quintana Capital Group, L.P., its general partner
    By: Quintana Capital Group GP Ltd., its general partner
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Managing Partner and Director

 

46


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.

 

May 12, 2020     QUINTANA ENERGY PARTNERS, L.P.
    By: Quintana Capital Group, L.P., its general partner
    By: Quintana Capital Group GP Ltd., its general partner
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Managing Partner and Director

 

47


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.

 

May 12, 2020     QUINTANA ENERGY PARTNERS — QES HOLDINGS, L.L.C.
    By: Quintana Energy Partners, L.P., its sole member
    By: Quintana Capital Group, L.P., its general partner
    By: Quintana Capital Group GP Ltd., its general partner
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Managing Partner and Director

 

48


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.

 

May 12, 2020     QEP MANAGEMENT CO., LP
    By: QEP Management Co. GP, LLC, its general partner
    By: Quintana Capital Group, L.P., its general partner
    By: Quintana Capital Group GP Ltd., its general partner
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Managing Partner and Director

 

49


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.

 

May 12, 2020     QEP MANAGEMENT CO. GP, LLC
    By: Quintana Capital Group, L.P., its general partner
    By: Quintana Capital Group GP Ltd., its general partner
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Managing Partner and Director

 

50


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.

 

May 12, 2020     ROBERTSON QES INVESTMENT LLC
    By:  

/s/ Corbin J. Robertson, Jr.

    Name:   Corbin J. Robertson, Jr.
    Title:   Manager

 

51


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.

 

May 12, 2020       CORBIN J. ROBERTSON, JR.
     

/s/ Corbin J. Robertson, Jr.

 

52


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.

 

May 12, 2020     ARCHER LIMITED
    By:  

/s/ Adam Todd

    Name:   Adam Todd
    Title:   General Counsel

 

53


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.

 

May 12, 2020     ARCHER ASSETS UK LIMITED
    By:  

/s/ Adam Todd

    Name:   Adam Todd
    Title:   Director

 

54


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.

 

May 12, 2020     ARCHER WELL COMPANY INC.
    By:  

/s/ Adam Todd

    Name:   Adam Todd
    Title:   Director

 

55


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.

 

May 12, 2020     ARCHER HOLDCO LLC
    By:  

/s/ Adam Todd

    Name:   Adam Todd
    Title:   Director

 

56


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.

 

May 12, 2020       JOHN FREDRIKSEN
     

/s/ John Fredriksen

 

57


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.

 

May 12, 2020     C.K. LIMITED
    By:  

/s/ Spyros Episkopou

    Name:   Spyros Episkopou
    Title:   Director

 

58


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.

 

May 12, 2020     GREENWICH HOLDINGS LIMITED
    By:  

/s/ Spyros Episkopou

    Name:   Spyros Episkopou
    Title:   Director

 

59


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.

 

May 12, 2020     FAMATOWN FINANCE LIMITED
    By:  

/s/ Spyros Episkopou

    Name:   Spyros Episkopou
    Title:   Director

 

60


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.

 

May 12, 2020     GEVERAN INVESTMENTS LIMITED
    By:  

/s/ Spyros Episkopou

    Name:   Spyros Episkopou
    Title:   Director

 

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