Item 1.01 Entry into a Material Definitive Agreement.
On
The closing of the offering of the Units (the "Offering") is expected to occur
on
The Underwriting Agreement contains customary representations, warranties,
covenants, conditions to closing and termination provisions. Additionally, the
Underwriting Agreement contains customary indemnification and contribution
provisions under which the Company and the Guarantors, on the one hand, and the
Underwriters, on the other hand, have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). Furthermore, during the period that began on the
date of the Underwriting Agreement and ends on the date that is 45 days after
the date of the Underwriting Agreement, the Company and the Guarantors have
agreed that they will not offer, sell, contract to sell or otherwise dispose of
any debt securities (including securities that consist of debt securities as a
component thereof) issued or guaranteed by the Company or any of the Guarantors
and having a tenor of more than one year, without the prior written consent of
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement filed herewith as Exhibit 1.1 and incorporated into this Item 1.01 by reference.
As more fully described under the caption "Underwriting" in the Prospectus
Supplement, the Underwriters are financial institutions engaged in various
activities, and certain of the Underwriters and their affiliates have engaged,
and may in the future engage, in investment banking, commercial banking and
other financial advisory and commercial dealings with the Company and its
affiliates in the ordinary course of business. In particular,
The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on uncertain events or assumptions. The forward-looking statements included herein, such as those regarding the consummation of the Offering, are based on current expectations and entail various risks and uncertainties, many of which are beyond the Company's control, including those relating to industry and market conditions, that could cause actual results to differ materially from those forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1* Underwriting Agreement, dated as ofJanuary 19, 2023 , by and amongNine Energy Service, Inc. , the guarantors party thereto andJ.P. Morgan Securities LLC , as representative of the several underwriters named in Schedule 1 thereto. 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).
* Certain schedules and similar attachments have been omitted. The Company agrees
to furnish a supplemental copy of any omitted schedule or attachment to the
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