SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
02/13/2018
|
3. Issuer Name and Ticker or Trading Symbol
Quintana Energy Services Inc.
[ QES ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
X |
Other (specify below) |
| See Remarks |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common stock |
5,345,505 |
I |
See footnotes
|
| Common stock |
795,018 |
I |
See footnotes
|
| Common stock |
319,001 |
I |
See footnotes
|
| Common stock |
2,886,041 |
I |
See footnotes
|
| Common stock |
100,000 |
I |
See footnote
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 1415 LOUISIANA STREET, SUITE 2400 |
|
(Street)
|
| Explanation of Responses: |
|
|
|
|
|
|
|
| Remarks: |
|
|
/s/ D. Rogers Herndon, attorney-in-fact for Quintana Energy Partners-QES Holdings, L.L.C. |
02/15/2018 |
|
/s/ D. Rogers Herndon, attorney-in-fact for Quintana Energy Fund-FI, LP |
02/15/2018 |
|
/s/ D. Rogers Herndon, attorney-in-fact for Quintana Energy Fund-TE, LP |
02/15/2018 |
|
/s/ D. Rogers Herndon, attorney-in-fact for Quintana Energy Partners, L.P. |
02/15/2018 |
|
/s/ D. Rogers Herndon, attorney-in-fact for Quintana Capital Group, L.P. |
02/15/2018 |
|
/s/ D. Rogers Herndon, attorney-in-fact for Quintana Capital Group GP Ltd. |
02/15/2018 |
|
/s/ D. Rogers Herndon, attorney-in-fact for QEP Management Co., L.P. |
02/15/2018 |
|
/s/ D. Rogers Herndon, attorney-in-fact for QEP Management Co. GP, LLC |
02/15/2018 |
|
/s/ D. Rogers Herndon, attorney-in-fact for Robertson QES Investment LLC |
02/15/2018 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 2, 2017
QUINTANA ENERGY PARTNERS - QES Holdings,
L.L.C.
By : Quintana Energy Partners, L.P.,
its managing member
By : Quintana Capital Group, L.P.,
its general partner
By : Quintana Capital Group GP Ltd.,
its general partner
By: /s/ Dwight L. Dunlap
-------------------------------
Name: Dwight L. Dunlap
Title: Managing Director and Chief
Financial Officer
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 6, 2018
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/ Dwight L. Dunlap
------------------------------------
Name: Dwight L. Dunlap
Title: Managing Director and Chief
Financial Officer
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 8, 2018
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/ Dwight L. Dunlap
------------------------------------
Name: Dwight L. Dunlap
Title: Managing Director and Chief
Financial Officer
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 6, 2018
QUINTANA ENERGY PARTNERS, L.P.
By : Quintana Capital Group, L.P.,
its general partner
By : Quintana Capital Group GP Ltd.,
its sole general partner
By: /s/ Dwight L. Dunlap
------------------------------------
Name: Dwight L. Dunlap
Title: Managing Director and Chief
Financial Officer
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 8, 2018
QUINTANA CAPITAL GROUP, L.P.
By : Quintana Capital Group GP Ltd.,
its general partner
By: /s/ Dwight L. Dunlap
------------------------------------
Name: Dwight L. Dunlap
Title: Managing Director and Chief
Financial Officer
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 8, 2018
QUINTANA CAPITAL GROUP GP LTD.
By: /s/ Dwight L. Dunlap
------------------------------------
Name: Dwight L. Dunlap
Title: Managing Director and Chief
Financial Officer
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 11, 2018
QEP MANAGEMENT CO., L.P.
By: QEP Management Co. GP, LLC,
its general partner
By:/s/ Warren Hawkins
-------------------------------------
Name: Warren Hawkins
Title: Director
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 11, 2018
QEP MANAGEMENT CO. GP, LLC
By:/s/ Warren Hawkins
-------------------------------------
Name: Warren Hawkins
Title: Director
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, a Form ID (including
amendments thereto), or any other forms prescribed by the Securities
and Exchange Commission (the "SEC"), that may be necessary to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned, any (a) Form 3, Form 4
and Form 5 (including amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (b) Form 144 (including
amendments thereto), in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules thereunder,
and (c) Schedule 13D and Schedule 13G (including amendments thereto)
in accordance with Sections 13(d) and 13(g) of the Exchange Act, but
only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Quintana Energy Services Inc. or
any of its subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G
(including amendments thereto) and timely file the forms or schedules
with the SEC and any stock exchange or quotation system, self-
regulatory association or any other authority, and provide a copy as
required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be
in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact. This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: February 6, 2017
ROBERTSON QES INVESTMENT LLC
By: /s/ Corbin J. Robertson, Jr.
-------------------------------
Name: Corbin J. Robertson, Jr.
Title: Manager
