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): November 25, 2015

 

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 25, 2015, Nuverra Environmental Solutions, Inc. (the “Company”) received written notice (the “Letter”) from the New York Stock Exchange (the “NYSE”) that the Company fell below compliance with respect to the applicable listing standards set forth in Section 802.01B of the NYSE Listed Company Manual (“Section 8.02.01B”). Section 8.02.01B states that a company will be considered to be below compliance if its average global market capitalization over a consecutive 30 trading-day period is less than $50,000,000, and at the same time stockholders’ equity is less than $50,000,000.

Pursuant to the Letter and the NYSE listing standards, the Company intends to timely notify the NYSE that it will submit a plan (the “Plan”), within 45 calendar days from receipt of the Letter, advising the NYSE of definitive action the Company has taken, or is taking, that will bring it into conformity with Section 802.01B within 18 months from receipt of the Letter (the “Plan Period”). Upon receipt of the Plan, the NYSE has 45 calendar days to review the Plan and determine whether the Company has made a reasonable demonstration of its ability to come into conformity with the relevant standards during the Plan Period.

Following the NYSE’s review, the NYSE will either accept the Plan, at which time the Company will be subject to quarterly review for compliance with the Plan, or the NYSE will not accept the Plan and the Company will be subject to suspension and delisting proceedings. If the NYSE accepts the Plan, the Company’s shares would continue to be listed and traded on the NYSE during the Plan Period, subject to compliance with other NYSE listing standards. In the event the Company does not cure the compliance issue prior to the end of the Plan Period, the Company will be subject to suspension and delisting procedures; however, if the Company regains compliance for any two consecutive quarters during the Plan Period, the NYSE will deem the Plan Period over prior to the end of the full 18 months.

 

Item 7.01 Regulation FD Disclosure

On November 27, 2015, the Company issued a press release announcing that it had received the Letter from the NYSE, a copy of which is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including the press release attached as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number

  

Description

99.1    Press Release, dated November 27, 2015


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: November 27, 2015     By:  

/s/ Joseph M. Crabb

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


EXHIBIT INDEX

 

Exhibit Number

  

Description

99.1    Press Release, dated November 27, 2015


Exhibit 99.1

 

LOGO

NUVERRA RECEIVES CONTINUED LISTING STANDARD NOTICE FROM NYSE

SCOTTSDALE, Ariz. (November 27, 2015) – Nuverra Environmental Solutions, Inc. (NYSE: NES) (“Nuverra” or the “Company”) announced today that it received written notice on November 25, 2015 from the New York Stock Exchange (“NYSE”) that the Company had fallen below the NYSE’s continued listing standards because the Company’s average market capitalization has been less than $50 million over a consecutive 30 trading-day period and its last reported shareholders’ equity was less than $50 million.

The Company intends to submit a business plan to bring it into compliance within the required 18-month timeframe, in accordance with NYSE procedures. Nuverra has 45 days to submit its plan to the NYSE’s Listing and Compliance Committee for review and final disposition. If the plan is accepted, the Company will have 18 months to regain compliance with the continued listing standards, during which it will be subject to quarterly review for compliance with the plan. If the plan is not accepted, the Company will be subject to the delisting process and suspension from the NYSE.

The NYSE notification does not affect the Company’s business operations or its SEC reporting requirements. The Company’s common stock will continue to trade on the NYSE during the 18-month plan period, subject to the Company’s compliance with other listing standards.

About Nuverra

Nuverra Environmental Solutions is among the largest companies in the United States dedicated to providing comprehensive, full-cycle environmental solutions to customers in the energy market. Nuverra focuses on the delivery, collection, treatment, recycling, and disposal of restricted solids, water, wastewater, waste fluids and hydrocarbons. The Company provides its suite of environmentally compliant and sustainable solutions to customers who demand stricter environmental compliance and accountability from their service providers. Find additional information about Nuverra on the Company’s website, http://www.nuverra.com, and in documents filed with the U.S. Securities and Exchange Commission (“SEC”) at http://www.sec.gov.


Forward-Looking Statements

The information contained herein includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the continued trading of the Company’s stock on the NYSE, the Company’s ability to timely develop a plan, the Company’s ability to regain compliance with continued listing requirements, and the impact of the receipt of the NYSE notice on the Company’s future business operations and SEC reporting requirements. All forward-looking statements are based on information available to the Company on the date of this release and are subject to risks and uncertainties that cannot be predicted or quantified and are beyond the Company’s control, including (1) the difficulty of developing a plan that is approved by the NYSE, (2) the difficulty of achieving compliance at the end of the 18 month plan period, and (3) the potential for the Company to be below criteria with respect to other NYSE listing standards. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional risks and uncertainties are disclosed from time to time in the Company’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as well as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Source: Nuverra Environmental Solutions, Inc.

Liz Merritt, VP-Investor Relations & Communications

480-878-7452

ir@nuverra.com