Nuverra Agrees to an Extension of the Agreement to Divest Thermo Fluids Inc.
June 24 2014 - 5:20PM
Business Wire
Nuverra Environmental Solutions (NYSE:NES) (“Nuverra” or “the
Company”), a leading provider of full-cycle environmental solutions
to energy and industrial end markets, announced today that it has
agreed to an extension of the purchase agreement to divest Thermo
Fluids, Inc. (“TFI”) to VeroLube USA, Inc. (“VeroLube”).
The extension is related to the delivery of stand-alone audited
financial statements for TFI for fiscal year 2011, including the
conversion of historical TFI financial statements from U.S. GAAP to
International Financial Reporting Standards (IFRS), as requested by
VeroLube in connection with its capital raising process. Nuverra
has completed stand-alone IFRS financial statements for fiscal
years 2012 and 2013 and anticipates completing the 2011 stand-alone
IFRS audit by the end of July.
The revised stock purchase agreement anticipates the transaction
closing by August 29, 2014.
About Nuverra
Nuverra Environmental Solutions is among the largest companies
in the United States dedicated to providing comprehensive and
full-cycle environmental solutions to customers in energy and
industrial end-markets. Nuverra focuses on the delivery,
collection, treatment, recycling, and disposal of restricted
solids, water, wastewater, used motor oil, spent antifreeze, waste
fluids and hydrocarbons. The Company continues to expand its suite
of environmentally compliant and sustainable solutions to customers
who demand stricter environmental compliance and accountability
from their service providers. Interested parties can access
additional information about Nuverra on the Company's web site at
http://www.nuverra.com, and in documents filed with the United
States Securities and Exchange Commission, on the SEC's web site at
http://www.sec.gov.
Forward-Looking
Statements
Certain statements in this press release which are not
historical facts may constitute "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to assist in identifying such
forward-looking statements. Forward-looking statements in the press
release include, without limitation, statements regarding
anticipated transaction timing, expectations for timely completion
of the 2011 IFRS audit of TFI, proposed modifications to the stock
purchase agreement, the ability to collect all or part of the break
fee, unanticipated transaction costs, the ability of the proposed
purchaser to obtain third-party financing in amounts and on terms
that it deems to be acceptable, and other matters that involve
known and unknown risks, uncertainties and other factors that may
cause results, performance, achievements or developments to differ
materially from those expressed or implied by this press release.
Such risk factors include, among others: difficulties encountered
in acquiring and integrating businesses; uncertainties in
evaluating goodwill and long-lived assets for potential impairment;
potential impact of litigation; risks of successfully consummating
expected transactions within the timeframes or on the terms
contemplated, including risks that such transactions may fail to
close due to unsatisfied closing conditions; whether certain
markets grow as anticipated; pricing pressures; risks associated
with our indebtedness; low oil and or natural gas prices; changes
in customer drilling and completion activities and capital
expenditure plans; shifts in production among shale areas in which
we operate and/or into shale areas in which we currently do not
have operations; control of costs and expenses; and the competitive
and regulatory environment. Additional risks and uncertainties are
set forth in the Company's Form 10-Q for the three months ended
March 31, 2014, its Annual Report on Form 10-K for the fiscal year
ended December 31, 2013, as well as the Company's other reports
filed with the United States Securities and Exchange Commission,
which are available at http://www.sec.gov and the Company's web
site at http://www.nuverra.com. As a result of the foregoing
considerations and the other limitations of non-GAAP measures
described elsewhere herein, you are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this presentation. All forward-looking statements
are qualified in their entirety by this cautionary statement. The
Company undertakes no obligation to update publicly or otherwise
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, or the list of factors set
forth above that may impact this information. Many factors other
than those set forth above could cause actual results to differ
materially from the results, performance, achievements or
developments expressed or implied by such forward-looking
statements.
Nuverra Environmental Solutions, Inc.Liz Merritt,
602-903-7802VP-Investor Relations &
Communicationsir@nuverra.com