SEC FILE NUMBER: 001-35912
CUSIP NUMBER: 29102H108
(Check one):
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o Form 10-K
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o Form 20-F
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o Form 11-K
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x Form 10-Q
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o Form 10-D
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o Form N-SAR
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o Form N-CSR
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For Period Ended:
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September 30, 2019
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o Transition Report on Form 10-K
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o Transition Report on Form 20-F
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o Transition Report on Form 11-K
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o Transition Report on Form 10-Q
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o Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
N/A
PART I REGISTRANT INFORMATION
Emerge Energy Services LP
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Full Name of Registrant
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N/A
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Former Name if Applicable
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5600 Clearfork Main Street, Suite 400
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Address of Principal Executive Office (Street and Number)
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Fort Worth, Texas 76109
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City, State and Zip Code
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PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
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o
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Emerge Energy Services LPs (the Partnerships) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (the Form 10-Q) in a timely manner and that it does not expect to be able to file the Form 10-Q within the five-day extension permitted by the rules of the U.S. Securities and Exchange Commission (the SEC). As reported in the Partnerships Report on Form 8-K filed with the SEC on July 17, 2019, the Partnership and certain of its subsidiaries filed voluntary petitions seeking relief under chapter 11 of title 11 (the Chapter 11 Cases) of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) on July 15, 2019. Due to the demands associated with the Chapter 11 Cases and related activities, the Partnerships management needs additional time to review and evaluate the Partnerships condensed consolidated financial statements and needs to attend to the bankruptcy filings. Such needed additional time could not be obviated without incurring unreasonable effort or expense.
Forward-Looking Statements
This notification contains forward-looking statements. Such statements reflect managements current expectations based on currently available operating, financial and competitive information, but are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in or implied by the forward-looking statements. Our forward-looking statements are generally identified with words such as anticipate, believe, estimate, intend, plan, could, may and similar expressions. Risks, uncertainties and assumptions that could affect our forward-looking statements include, among other things the risk and uncertainties relating to the Chapter 11 Cases, including, but not limited to the Partnerships ability to obtain Bankruptcy Court approval of motions filed in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Partnership and on the interests of various constitutes, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases, in general, the length of time the Partnership will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effect of the Chapter 11 Cases on the Partnerships liquidity or result of operations and increased legal and other professional costs necessary to execute the Partnerships restructuring strategy.
All forward-looking statements included in this notification should be considered in the context of these risks. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements.