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 29, 2014

 

 

 

LOGO

Nuverra Environmental Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33816   26-0287117

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(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.):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.02 Termination of a Material Definitive Agreement.

On August 29, 2014, the Amended and Restated Stock Purchase Agreement (the “Agreement”) between Nuverra Environmental Solutions, Inc. (the “Company”) and VeroLube USA, Inc. (“VeroLube”), relating to the divestiture of the Company’s wholly owned subsidiary, Thermo Fluids, Inc., was terminated by the Company pursuant to the provisions of Article IX of the Agreement.

By terminating the Agreement, the Company is no longer bound by the exclusivity provisions contained in the Agreement that would prohibit negotiations with other interested parties.

As previously disclosed by the Company on August 25, 2014, VeroLube and its financial advisor proposed a restructuring of the transaction, which would require termination or amendment of the Agreement. Nuverra is continuing to evaluate the revised VeroLube proposal in addition to other options.

A copy of the Agreement is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 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.

 

    NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
Date: September 2, 2014     By:  

/s/ Joseph M. Crabb

      Name: Joseph M. Crabb
      Title: Executive Vice President and Chief Legal Officer