Current Report Filing (8-k)
October 17 2016 - 4:37PM
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): October 13, 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 October 13, 2016 (the Effective Date),
Nuverra Environmental Solutions, Inc. (the Company) entered into an Eleventh 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 on the Effective Date by amending the refinancing covenant to extend the date by which the Company is required to refinance the ABL Facility in
full from October 14, 2016 to November 4, 2016.
The ABL Facility Amendment also includes certain other amendments to the ABL Facility that will
become effective subsequent to the Effective Date if, on or prior to November 4, 2016, Agent has received the proceeds of the Additional Term Loan Debt (as defined in the ABL Facility Amendment) in an amount not less than $10,000,000, which
proceeds shall be used to pay down the ABL Facility. The post-Effective Date amendments would further amend the ABL Facility by amending the refinancing covenant to extend the date by which the Company is required to refinance the ABL Facility in
full from November 4, 2016 to November 30, 2016.
Pursuant to ABL Facility Amendment, it will constitute an immediate event of default under the
ABL Facility if, on or prior to November 4, 2016, the Company has not received the Additional Term Loan Debt.
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.
Item 7.01.
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Regulation FD Disclosure.
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On October 17, 2016, the Company issued a press release announcing its
election to exercise its 30-day grace period with respect to the interest payment due on October 17, 2016 under the indenture governing the Companys 9.875% Senior Notes due 2018 (the 2018 Notes). A copy of the press release is
furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 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 liabilities under Section 18. Furthermore, the
information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Companys filings under the Securities Act of 1933, as amended, or the Exchange Act.
On October 17, 2016, the Company elected to exercise its 30-day grace period and
defer making the approximately $2 million in interest payments due October 17, 2016 on its outstanding approximately $40 million principal amount of 2018 Notes. Under the indenture governing the 2018 Notes (the 2018 Notes
Indenture), the Company has a 30-day grace period following the October 17, 2016 interest payment date to make the interest payment before an event of default would occur. The occurrence of an event of default under the 2018 Notes
Indenture would give the trustee or the holders of at least 25% aggregate principal amount of 2018 Notes the option to declare all of the 2018 Notes due and payable immediately.
Additionally, the occurrence of a default under the 2018 Notes Indenture that would also constitute an event of
default under the Companys (i) ABL Facility, (ii) Term Loan Credit Agreement, dated as of April 15, 2016, by and among Wilmington Savings Fund Society, FSB, the lenders identified therein, and the Company (the Term Loan
Agreement), or (iii) indenture (the 2021 Notes Indenture) governing the Companys 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the 2021 Notes), would allow the respective administrative agents under
the ABL Facility and Term Loan Agreement to declare the principal and accrued and unpaid interest under each agreement immediately due and payable and to exercise all other rights and remedies available to the respective agents and lenders, and
allow the trustee or the holders of at least 25% aggregate principal amount of 2021 Notes under the 2021 Notes Indenture the option to declare all of the 2021 Notes due and payable immediately.
The Company intends to use the grace period to engage in discussions with its secured and unsecured debtholders regarding strategic alternatives to improve
the Companys long-term capital structure.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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10.1
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Eleventh Amendment to Amended and Restated Credit Agreement, dated as of October 13, 2016, by and among the Agent, the Lenders, and the Company
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99.1
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Press Release, dated October 17, 2016
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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: October 17, 2016
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By:
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/s/ Joseph M. Crabb
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Name: Joseph M. Crabb
Title: 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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Eleventh Amendment to Amended and Restated Credit Agreement, dated as of October 13, 2016, by and among the Agent, the Lenders, and the Company
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99.1
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Press Release, dated October 17, 2016
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