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): December 17, 2015
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 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona |
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85254 |
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(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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On December 17, 2015, Nuverra Environmental Solutions, Inc. (the “Company”) received notice from the New York Stock Exchange
(the “NYSE”) that the average closing price of the Company’s common stock over the previous 30 trading-day period had fallen below $1.00 per share, which is the minimum price required under continued listing standard 802.01C of the
NYSE Listed Company Manual.
The Company plans to timely notify the NYSE no later than December 27, 2015 that it intends to cure the
deficiency and return to compliance with NYSE continued listing requirement 802.01C. Pursuant to continued listing requirement 802.01C, the Company can avoid delisting if, during the six-month period following receipt of notice, on the last trading
of any calendar month or on June 17, 2016 (six months following receipt of the non-compliance notice) the Company’s common stock has a closing price of at least $1.00 per share and an average closing price of at least $1.00 per share over
the previous 30 trading-day period. If the Company does not achieve compliance with the NYSE continued listing requirement by the expiration of the six-month cure period, the NYSE may commence suspension and delisting procedures.
The Company’s common stock will continue to be listed and traded on the NYSE during the six-month cure period, subject to the
Company’s compliance with the other NYSE listing standards. This notification of noncompliance does not affect the Company’s business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or
cause an event of default under any of the Company’s material debt or other agreements.
| Item 7.01 |
Regulation FD Disclosure |
On December 18, 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
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| Exhibit Number |
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Description |
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| 99.1 |
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Press Release, dated December 18, 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.
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NUVERRA ENVIRONMENTAL SOLUTIONS, INC. |
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| Date: December 18, 2015 |
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By: |
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/s/ Joseph M. Crabb |
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Name: Joseph M. Crabb |
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Title: Executive Vice President and Chief Legal Officer |
EXHIBIT INDEX
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| Exhibit Number |
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Description |
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| 99.1 |
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Press Release, dated December 18, 2015 |
Exhibit 99.1
NUVERRA RECEIVES SHARE PRICE CONTINUED LISTING STANDARD NOTICE FROM NYSE
SCOTTSDALE, Ariz. (Dec. 18, 2015) – Nuverra Environmental Solutions, Inc. (NYSE: NES) (“Nuverra” or the “Company”) announced
today that it received written notice on December 17, 2015 from the New York Stock Exchange (“NYSE”) that the Company had fallen below the NYSE’s continued listing standard, which requires that the average closing price of a
listed company’s common stock equal at least $1.00 per share over a consecutive 30-day trading period. In accordance with the NYSE rules, Nuverra will notify the NYSE within 10 business days of its intent to cure the deficiency under continued
listing standard 802.01C and return to compliance.
The Company has six months from its receipt of notice to regain compliance with the minimum share
price requirement. The Company can regain compliance with the standard at any time during the six-month period when its common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the
30-trading-day period ending on the last trading day of that month or the last trading day of the cure period. If the Company does not regain compliance within the six-month cure period, it will be subject to the delisting process.
NYSE notifications do not affect the Company’s business operations or its SEC reporting requirements. The Company’s common stock will continue to
trade on the NYSE subject to the Company’s ability to maintain 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 in regaining compliance with the minimum share
price requirement, (2) the difficulty of developing a plan that is approved by the NYSE, (3) the difficulty of achieving compliance at the end of the 18 month plan period, and (4) the potential for the Company to be below criteria
with respect to other NYSE listing standards, certain of which may result in immediate suspension and delisting from the NYSE. 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