Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on July 15, 2019, Emerge Energy Services LP (the
"Partnership"), along with its former general partner, Emerge Energy Services
GP, LLC and certain of the Partnership's subsidiaries, filed voluntary petitions
for relief under chapter 11 of title 11 ("Chapter 11") of the United States Code
(the "Bankruptcy Code") in the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court"). On December 10, 2019, the Partnership
filed with the Bankruptcy Court the proposed Second Amended Joint Plan of
Reorganization for Emerge Energy Services LP and Its Affiliate Debtors under
Chapter 11 of the Bankruptcy Code, dated December 10, 2019, as described below
(as amended, modified or supplemented from time to time, the "Plan").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Plan.
On December 18, 2019, the Bankruptcy Court entered an order, Docket No. 682,
confirming and approving the Plan. On December 20, 2019 (the "Effective Date"),
the conditions to effectiveness of the Plan were satisfied or waived and the
Partnership emerged from Chapter 11. A summary of the Plan is included in the
Current Report on Form 8-K filed by the Partnership on December 30, 2019.
Departure and Appointment of Directors
Pursuant to the Plan, as of the Effective Date, the following directors ceased
to serve on the board of directors of the general partner of the Partnership:
Ted W. Beneski, Rick Shearer, Warren B. Bonham, Kevin Clark, Mark Gottfredson,
Peter Jones, Francis J. Kelly, III, Eliot E. Kerlin Jr. and Victor L. Vescovo.
Pursuant to the Plan, Mr. William Transier and Mr. Eugene Davis will continue to
serve on the board of directors of the general partner of the Partnership, and
Mr. Dom Dimitrievich, Mr. Brett Pertuz and Mr. Jeffrey Fitts were added to the
board of directors as of the Effective Date.
There are no arrangements or understandings between Messrs. Dimitrievich, Fitts
and Pertuz and any other persons pursuant to which he was appointed as a
director. There are no relationships between Messrs. Dimitrievich, Fitts and
Pertuz and the Partnership or its general partner that would require disclosure
pursuant to Item 404(a) of Regulation S-K. Messrs. Dimitrievich, Fitts and
Pertuz shall not be compensated for their services on the board.
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