UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 5, 2014
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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001-33816 |
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26-0287117 |
| (State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona 85254
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (602) 903-7802
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On and effective as of August 5, 2014, Kevin L. Spence resigned from the Nuverra Environmental Solutions, Inc. (the
“Company”) Board of Directors (the “Board”) and from the Board’s Audit Committee. The resignation was not a result of any disagreement with the Company, the Company’s management, or the Board. To fill
Mr. Spence’s position, the Board appointed Tod C. Holmes to the Board on August 5, 2014. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, as amended, Mr. Holmes will serve as a member of the Board
through the remainder of Mr. Spence’s term, which is set to expire at the 2016 Annual Meeting of Stockholders. Mr. Holmes will also become a member of the Board’s Audit Committee. Mr. Holmes’ compensation will be
consistent with that provided to all of the Company’s non-employee directors, as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on March 27, 2014.
Prior to joining the Board, Mr. Holmes served as Executive Vice President and Chief Financial Officer of Republic Services, Inc. (NYSE:
RSG) (“Republic Services”) from 2008 until 2013 and, prior thereto, as Senior Vice President and Chief Financial Officer of Republic Services since 1998. Republic Services is a Fortune 300 company focused on environmental services,
including the collection, recycling, processing, and disposal of solid waste in the United States. Prior to Mr. Holmes being named Senior Vice President and Chief Financial Officer of Republic Services in 1998, he served as Vice President of
Finance for the Solid Waste Group of Republic Industries (now AutoNation). Prior to joining Republic Industries, Mr. Holmes held management and executive-level positions with numerous companies, including Browning Ferris Industries, Inc.,
Compagnie Generale de Geophysique, and KPMG. Mr. Holmes holds a Bachelor of Science degree in Economics and a Masters of Business Administration degree, with an emphasis in Finance and Accounting, from the University of Denver.
There was no arrangement or understanding between Mr. Holmes and any other person pursuant to which Mr. Holmes was appointed as a
director of the Company. There are no family relationships between Mr. Holmes and any director or executive officer of the Company, and Mr. Holmes does not have any direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
On August 11, 2014, the Company issued a press release announcing the
resignation of Mr. Spence and the appointment of Mr. Holmes, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit
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Description |
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| 99.1 |
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Press Release, dated August 11, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NUVERRA ENVIRONMENTAL SOLUTIONS, INC. |
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| Date: August 11, 2014 |
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By: |
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/s/ Joseph M. Crabb |
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Name: Joseph M. Crabb Title: Executive Vice
President and Chief Legal Officer |
EXHIBIT INDEX
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| Exhibit
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Description |
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| 99.1 |
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Press Release, dated August 11, 2014 |
Exhibit 99.1
ENVIRONMENTAL AND WASTE SERVICES FINANCIAL LEADER TOD C. HOLMES
APPOINTED TO NUVERRA BOARD OF DIRECTORS
SCOTTSDALE, Ariz. (August 11, 2014) – Nuverra Environmental Solutions (NYSE: NES), a leading provider of integrated environmental solutions to
energy and industrial end markets, announced today that its Board of Directors has appointed Tod C. Holmes, former Executive Vice President and Chief Financial Officer of Republic Services, Inc., to serve as an independent director of the Company
and a member of the Board’s Audit Committee
“Tod will be an invaluable asset to our Board,” said Chairman and Chief Executive Officer Mark
D. Johnsrud. “His knowledge and voice are well-respected throughout the environmental services industry. His experience growing companies, coupled with his background in the energy sector, makes him a great fit for Nuverra. We look forward to
Tod’s contributions as we continue to position our Company for growth and success.”
The appointment of Mr. Holmes fills a vacancy created
by the resignation of Mr. Kevin L. Spence, who has served on the Board since 2010. The size of the eight-member Board will remain unchanged. “We thank Kevin very much for his service to Nuverra and wish him the best in his new
business ventures,” Mr. Johnsrud said.
Mr. Holmes’ appointment as a Class 3 director will remain in effect until the 2016 annual
meeting of stockholders, at which time his continued service will be subject to shareholder approval.
About Tod C. Holmes
Mr. Holmes is an accomplished business and financial leader with 39 years of experience leading companies in environmental services, waste, recycling and
geophysical services. Prior to joining the Nuverra Board, Mr. Holmes was a senior executive with Republic Services, Inc. (NYSE: RSG) (“Republic Services”), serving in the positions of Executive Vice President and Chief Financial
Officer from 2008 to 2013 and, prior thereto, as Senior Vice President and Chief Financial Officer since 1998. Republic Services is a Fortune 300 company focused on environmental services, including the collection, recycling, processing, and
disposal of solid waste in the United States. Prior to Mr. Holmes being named Senior Vice President and Chief Financial Officer of Republic Services in 1998, he served as Vice President of Finance for the Solid Waste Group of Republic
Industries (now AutoNation). Prior to joining Republic Industries, Mr. Holmes held management and executive-level positions with numerous companies, including Browning Ferris Industries, Inc., Compagnie Generale de Geophysique, and KPMG. At
KPMG, Mr. Holmes managed audits of public companies in the exploration and production, drilling and energy services industry. Mr. Holmes holds a Bachelor of Science degree in Economics and a Masters of Business Administration degree, with
an emphasis in Finance and Accounting, from the University of Denver.
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
This press release may
contain “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,” “confident,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in the press release include, without limitation, forecasts of growth, revenues, business
activity, adjusted EBITDA, pipeline and solids treatment initiatives, and landfill and treatment facility activities, as well as statements regarding possible divestitures, timing of such divestitures, acquisitions, financings, business growth and
expansion opportunities, availability of capital, ability to access capital markets, and other matters that involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to
differ materially from results 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; uncertainty relating to successful negotiation, execution and consummation of all necessary definitive agreements in connection with our strategic initiatives; 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 June 30, 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 publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Nuverra Environmental Solutions, Inc.
Liz Merritt, 602-903-7802
VP-Investor Relations &
Communications
ir@nuverra.com