Select Energy Services, Inc. (NYSE : WTTR) entered into an agreement and plan of merger to acquire Nuverra Environmental Solutions, Inc. (NYSEAM:NES) from Gates Capital Management, Inc. and others for $27.3 million on December 12, 2021. Total consideration of approximately $45 million, including the assumption of approximately $20 million of long-term debt, net of cash. Under the terms of the agreement, Nuverra stockholders will receive approximately 4.2 million shares of Select Class A common stock in exchange for all outstanding shares of Nuverra. Nuverra agrees to pay an amount equal to $2.5 million, if this Agreement is terminated. The closing of the Transactions is subject to the satisfaction or waiver of closing conditions, including, among others, (1) the U.S. Securities and Exchange Commission declaring the effectiveness of a registration statement on Form S-4 to be filed by Select, which shall register the shares of Select Class A Common Stock issued to Nuverra stockholders, (2) obtaining the requisite Nuverra stockholder approval, (3) the authorization for listing of the Select Class A Common Stock issued in connection with the First Merger on the NYSE, (4) there being no law or injunction prohibiting the consummation of the Mergers, (5) the receipt of payoff documentation with respect to Nuverra's bank facility and consents to the consummation of the Mergers under Nuverra's finance leases, (6) the receipt of an amendment or other written consent from the requisite lenders under Select's Parent ABL Credit Agreement to permit the consummation of the Transactions, (7) subject to specified materiality standards, the accuracy of the representations and warranties of the other party, (8) compliance by each other party in all material respects with their respective covenants and (9) the absence of a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable. The transaction is also subject to customary closing conditions. On December 10, 2021, the board of directors of Nuverra unanimously approved the Merger Agreement and the transactions contemplated thereby. On December 10, 2021, the board of directors of Select unanimously approved the Merger Agreement and the Transactions. The Nuverra Board recommends that Nuverra Common Stockholders deliver written consents FOR the adoption of the Merger Agreement. As of January 19, 2022, the Securities and Exchange Commission declared the effectiveness of the Registration Statement on Form S-4. As of January 25, 2022, the shareholders of Nuverra approved the transaction. The transaction is expected to close in the first quarter of 2022. Steve Gill, Lina Dimachkieh, David Wicklund, Shane Tucker, Dario Mendoza, Devika Kornbacher and Rajesh Patel of Vinson & Elkins advised Select Energy Services, Inc. on the deal. Energy Capital Solutions, LLC is acting as financial advisor to Select. Matthew M. Holman of Squire Patton Boggs (US) LLP is acting as legal counsel to Nuverra. Eleazer Klein of Schulte Roth & Zabel LLP acted as legal advisor for Gates Capital Management, Inc. Select's transfer agent and registrar for the Select Class A Common Stock is Broadridge Corporate Issuer Solutions, Inc.

Select Energy Services, Inc. (NYSE : WTTR) completed the acquisition of Nuverra Environmental Solutions, Inc. (NYSEAM:NES) from Gates Capital Management, Inc. and others on February 23, 2022. Effective with the opening of the market on February 24, 2022, Nuverra's common stock will discontinue trading on the NYSE American as a result of the acquisition.