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 18, 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 1.02 Termination of Material Definitive Agreement

On December 18, 2015, Nuverra Environmental Solutions, Inc. (the “Company”) and XTO Energy Inc. (“XTO”) mutually agreed to terminate the previously disclosed Gathering and Disposal Services Agreement dated November 21, 2014 (the “Agreement”), relating to the Company’s proposed development of a produced and freshwater pipeline system in McKenzie County, North Dakota. The Company and XTO agreed to terminate the Agreement in response to dramatic changes in market conditions that have occurred since the Agreement was executed in November 2014. The Company will not incur any penalties as a result of the termination, and the Company and XTO have agreed to release one another from any and all prior and future claims either party may have under the Agreement.

 

Item 7.01 Regulation FD Disclosure

On December 23, 2015, the Company issued a press release announcing that it had terminated the Agreement, 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 December 23, 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: December 23, 2015     By:  

/s/ Joseph M. Crabb

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

Exhibit Number

   

Description

99.1    Press Release, dated December 23, 2015


Exhibit 99.1

 

LOGO

NUVERRA AND XTO AGREE TO END

McKENZIE COUNTY WATER GATHERING AGREEMENT

SCOTTSDALE, Ariz. (Dec. 23, 2015) – Nuverra Environmental Solutions, Inc. (NYSE: NES) (“Nuverra” or the “Company”) announced today that it has mutually agreed with XTO Energy Inc. (“XTO”) to terminate its contract for water-related midstream services in McKenzie County, North Dakota, due to the dramatic change in market conditions since the contract was executed in November 2014.

Mark Johnsrud, Chairman of the Board and Chief Executive Officer, said, “With current low oil prices and substantially reduced drilling activities, there is significant uncertainty regarding customer activities in 2016. Because of these and other factors, we were compelled to end the contract.”

Mr. Johnsrud continued, “We believe this is the most prudent decision and allows Nuverra to continue working with its customers, including XTO, as we structure water midstream agreements that reflect more current market conditions.”

Nuverra remains committed to its long-term water midstream growth strategy. “We have worked diligently during the past year to secure the necessary rights-of-way and to engage world-class engineering, procurement, safety, and construction partners for this particular project,” Mr. Johnsrud said. “On a broader level, we believe investments in water midstream development will bring valuable infrastructure resources, which will benefit our customers through reduced costs and increased reliability when market conditions improve.”

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. These forward-looking statements may include forecasts of growth, revenues, business activity, pricing, adjusted EBITDA, pipeline and solids treatment initiatives, and landfill and treatment facility activities, as well as statements regarding possible acquisitions, divestitures, financings, business growth and expansion opportunities, liquidity, availability of capital, ability to access capital markets, cost-management initiatives, expected outcome of litigation and other statements that are not historical facts. Actual results may differ materially from results expressed or implied by these forward-looking statements. All forward-looking statements involve risks and uncertainties, including, difficulties encountered in acquiring and integrating businesses; uncertainties in evaluating long-lived assets for potential impairment; potential impact of litigation; risks of successfully consummating expected transactions within the timeframes or on the terms contemplated; 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; current and projected future uncertainties in commodities markets, including low oil and/or natural gas prices; changes in customer drilling and completion activities and capital expenditure plans; shifts in production in shale areas where we operate and/or shale areas where we currently do not have operations; control of costs and expenses, including uncertainty regarding the ability to successfully implement cost-management initiatives; liquidity and access to capital; compliance with the terms of agreements governing our indebtedness; and the competitive and regulatory environment. 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