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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Fir Tree Inc | 40,569,222 | 0 | 40,569,222 | 0 | 40,569,222 | 74.05% |
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Page 1 of 6 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
| Eco-Stim | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 27888D101 | |
| (CUSIP Number) | |
| Brian Meyer | |
| Fir Tree Inc. | |
| 55 West 46th Street, 29th Floor | |
| New York, NY 10036 | |
| (212) 599-0090 | |
| Eleazer Klein, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
| (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| July 6, 2017 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 6 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 6 – SEC Filing
| 1 | NAME OF REPORTING PERSON Fir Tree Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF, OO (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 40,569,222 shares of Common Stock* | ||
| 8 | SHARED VOTING POWER -0- | |||
| 9 | SOLE DISPOSITIVE POWER 40,569,222 shares of Common Stock* | |||
| 10 | SHARED DISPOSITIVE POWER -0- | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 40,569,222 shares of Common Stock* | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 74.05%* | |||
| 14 | TYPE OF REPORTING PERSON IA, CO | |||
* See also the Proxy Right described in Item 4 of the Schedule 13D.
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Page 3 of 6 – SEC Filing
| This Amendment No. 2 (“Amendment No. 2“) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on March 16, 2017 (the “Original Schedule 13D“) as amended by Amendment No. 1 filed with the SEC on June 19, 2017 (“Amendment No. 1“, and the Original Schedule 13D as amended by Amendment No. 1 and this Amendment No. 2, the “Schedule 13D“) with respect to the common stock, $0.001 par value (the “Common Stock“), of Eco-Stim Energy Solutions, Inc., a Nevada corporation (the “Issuer“). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 4, 5 and 7 as set forth below. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated, as follows: | |
| The Reporting Person used a total of $15,538,045.25 to acquire 11,030,436 shares of Common Stock reported in this Schedule 13D (the “Purchased Shares“). The source of the funds used to acquire the shares of Common Stock reported herein is the working capital of a Fir Tree Fund. | |
| The Reporting Person acquired an additional 29,538,786 shares of Common Stock upon conversion of the Notes. The Reporting Person used a total of $41,354,301.37 to acquire the Notes. The source of the funds used to acquire the Notes is the working capital of a Fir Tree Fund. |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On July 6, 2017, a Fir Tree Fund entered into a Securities Purchase Agreement (the “Purchase Agreement“) with the Company pursuant to which such Fir Tree Fund agreed to purchase 9,000,000 shares of Common Stock, at a price of $1.50 per share (the “Private Placement“). The Private Placement closed on July 6, 2017 (the “Closing Date“). | |
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Page 4 of 6 – SEC Filing
| In connection with the closing of the Private Placement, the Company, such Fir Tree Fund and the other purchaser listed on the signature page attached to the Purchase Agreement entered into that certain Amended & Restated Registration Rights Agreement, dated July 6, 2017 (the “A&R Registration Rights Agreement“). Under the A&R Registration Rights Agreement, the Company has agreed to (i) use its reasonable best efforts to file a Registration Statement (as defined in the A&R Registration Rights Agreement) on Form S-1 or any successor form thereto (each a “Long-Form Registration” as defined in the A&R Registration Rights Agreement) with the SEC upon the initial request of registration from the Demand Holders (as defined in the A&R Registration Rights Agreement) within ninety (90) days after the date on which the initial request is given; and (ii) use its reasonable best efforts to file a Registration Statement on Form S-3 or any successor form thereto, if the Company is qualified for the use of Form S-3, (each a “Short-Form Registration” as defined in the A&R Registration Rights Agreement) with the SEC upon the initial request of registration from the Demand Holders within sixty (60) days after the date on which the initial request is given. In addition, the A&R Registration Rights Agreement provides holders of Registrable Securities (as defined in the A&R Registration Rights Agreement) piggyback registration rights, subject to certain underwriter cutbacks and issuer blackout periods. The Company will pay all fees and expenses relating to the registration and disposition of the Registrable Securities in compliance with the Company’s obligations under the A&R Registration Rights Agreement. | |
| In connection with the closing of the Private Placement, the A&R Stockholder Rights Agreement was amended in a first amendment thereto (the “First Amendment to A&R Stockholder Rights Agreement“) to clarify certain procedures set forth in the A&R Stockholder Rights Agreement with respect to matters subject to approval by directors nominated by Fir Tree. | |
| The foregoing descriptions are summaries of the Purchase Agreement, the A&R Registration Rights Agreement and the First Amendment to A&R Stockholder Rights Agreement, do not purport to be complete and are qualified in their entireties by reference to the full texts thereof. The Purchase Agreement, the A&R Registration Rights Agreement and the First Amendment to A&R Stockholder Rights Agreement which are referenced as Exhibit 7, Exhibit 8 and Exhibit 9 to this Schedule 13D, respectively, and which are filed as Exhibits10.1, 10.2 and 10.3, respectively, to the Issuer’s Current Report on Form 8-K filed with the SEC on July 7, 2017 (the “July 2017 Form 8-K“) are incorporated herein by reference. | |
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Page 5 of 6 – SEC Filing
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Item 5 of the Schedule 13D is hereby amended and restated, as follows: | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Person (see also the Proxy Right described in Item 4 of Schedule 13D). The percentages used in this Schedule 13D are calculated based upon an aggregate of 54,783,376 shares of Common Stock outstanding, which is the sum of (i) 44,783,376 shares of Common Stock issued and outstanding as of July 6, 2017, as set forth in the Purchase Agreement and (ii) 10,000,000 shares of Common Stock issued by the Issuer on July 6, 2017 pursuant to the Purchase Agreement. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition (see also the Proxy Right described in Item 4 of the Schedule 13D). |
| (c) | Except as set forth in this Amendment No. 2, there have been no transactions in the Common Stock effected by the Reporting Person since the filing of Amendment No. 1. |
| (d) | No person other than the Reporting Person and the Fir Tree Funds is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Fir Tree Funds. |
| (e) | Not applicable. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| 7. | Purchase Agreement (incorporated by reference to Exhibit No. 10.1 to the July 2017 Form 8-K). |
| 8. | A&R Registration Rights Agreement (incorporated by reference to Exhibit No. 10.2 to the July 2017 Form 8-K). |
| 9. | First Amendment to A&R Stockholder Rights Agreement (incorporated by reference to Exhibit No. 10.3 to the July 2017 Form 8-K). |
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Page 6 of 6 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: July 7, 2017
| FIR TREE INC. | |
| /s/ Brian Meyer | |
| Name: Brian Meyer | |
| Title: General Counsel | |
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