Current Report Filing (8-k)
September 28 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): September 22, 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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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))
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Item 1.01
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Entry into a Material Definitive Agreement
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On September 22, 2016, Nuverra
Environmental Solutions, Inc. (the “Company”) entered into an amendment (the “Term Loan Amendment”) to that certain Term Loan Credit Agreement, dated April 15, 2016, by and among Wilmington Savings Fund Society, FSB, as
administrative agent (the “Term Loan Agent”), the lenders identified therein (the “Term Lenders”), and the Company, as borrower (as amended, the “Term Loan Agreement”). The Term Loan Amendment amends the Term Loan
Agreement to permit the Company to reinstate the annual salary of Mark D. Johnsrud, the Company’s Chief Executive Officer.
The
foregoing description of the Term Loan Amendment is only a summary and does not purport to be a complete description of the terms and conditions under the Term Loan Amendment, and such description is qualified in its entirety by reference to the
full text of the Term Loan Amendment, a copy of which is attached hereto as Exhibit 10.1.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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The Board of Directors of the Company reinstated Mr. Johnsrud’s annual base salary to $700,000 effective September 26, 2016.
Mr. Johnsrud previously agreed to a voluntary reduction in his annual base salary from $700,000 to $1.00 pursuant to that certain First Amendment to Executive Employment Agreement, dated January 25, 2016 (the “First Amendment to
Executive Employment Agreement”), between the Company and Mr. Johnsrud. Under the First Amendment to Executive Employment Agreement, the reduction in Mr. Johnsrud’s annual base salary was voluntary and could be increased to an
amount not exceeding his prior annual salary of $700,000 at any time by the Company or by Mr. Johnsrud.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Description
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10.1
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Amendment to Term Loan Agreement, dated September 22, 2016, by and among the Term Loan Agent, the Term 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: September 28, 2016
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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
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Exhibit Number
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Description
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10.1
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Amendment to Term Loan Agreement, dated September 22, 2016, by and among the Term Loan Agent, the Term Lenders, and the Company
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