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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 8.01 | Other Events. |
On January 30, 2023, Nine Energy Service, Inc. (the “Company”) completed the public offering of 300,000 units with an aggregate stated amount of $300,000,000 (the “Units”), pursuant to an underwriting agreement, dated January 19, 2023, by and among the Company, certain of its subsidiaries and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto. Each Unit consists of $1,000 principal amount of 13.000% Senior Secured Notes due 2028 (collectively, the “Notes”), which are guaranteed by certain of the Company’s subsidiaries (the “Guarantees”), and five shares of common stock, par value $0.01 per share, of the Company (collectively, the “Shares” and, together with the Units, the Notes and the Guarantees, the “Securities”). The legal opinion of Kirkland & Ellis LLP as to the validity of the Securities is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 5.1 | Opinion of Kirkland & Ellis LLP. | |
| 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 30, 2023 | NINE ENERGY SERVICE, INC. | |||||
| By: | /s/ Theodore R. Moore | |||||
| Theodore R. Moore | ||||||
| Senior Vice President and General Counsel | ||||||
