Current Report Filing (8-k)
August 09 2016 - 5:02PM
Edgar (US Regulatory)
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, 2016
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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(State or Other Jurisdiction
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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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On August 5, 2016, Nuverra Environmental Solutions, Inc.
(the Company) entered into a Ninth Amendment to Amended and Restated Credit Agreement (the ABL Facility Amendment) by and among Wells Fargo Bank, National Association, as agent (the Agent), the lenders named
therein (the Lenders), and the Company, which further amends the Companys Amended and Restated Credit Agreement, dated as of February 3, 2014, by and among the Agent, the Lenders, and the Company (as amended, the ABL
Facility). The ABL Facility Amendment amends the ABL Facility by removing the requirement to consummate the Companys previously announced $5.0 million equity rights offering (the Rights Offering) by a date certain. In
addition, the ABL Facility Amendment requires the Company to remit to Agent by August 5, 2016 the $5.0 million deposited into escrow by Mark D. Johnsrud, the Companys Chairman and Chief Executive Officer, securing Mr. Johnsruds backstop
obligations under the Rights Offering.
The foregoing description of the ABL Facility Amendment is only a summary and does not purport to be a complete
description of the terms and conditions under the ABL Facility Amendment, and such description is qualified in its entirety by reference to the full text of the ABL Facility Amendment, a copy of which is attached hereto as Exhibit 10.1.
As previously disclosed in the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 3, 2016, the Company and Mr. Johnsrud entered into a First Amendment to Escrow Agreement pursuant to which the $5.0 million backstop obligation was released from escrow and irrevocably funded to the
Company. The Company has remitted such funds to the Agent in order to comply with the covenant under the ABL Facility Amendment.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibit
Number
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Description
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10.1
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Ninth Amendment to Amended and Restated Credit Agreement, dated as of August 5, 2016, by and among the Agent, the Lenders, and the Company
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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 9, 2016
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By:
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/s/ Joseph M. Crabb
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Name:
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Joseph M. Crabb
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Title:
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Executive Vice President and Chief Legal Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Ninth Amendment to Amended and Restated Credit Agreement, dated as of August 5, 2016, by and among the Agent, the Lenders, and the Company
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