Item 1.01.
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Entry into a Material Definitive Agreement.
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Term Loan Agreement Amendment
On November 14, 2016, Nuverra Environmental Solutions, Inc. (the Company) entered into a Third Amendment (Increase Amendment) to Term Loan Credit
Agreement (the Term Loan Agreement Amendment) by and among the lenders named therein (the Term Loan Lenders), Wilmington Savings Fund Society, FSB (Wilmington), as administrative agent, Wells Fargo Bank, National
Association (Wells Fargo), as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Credit Agreement, dated April 15, 2016, by and among Wilmington, the Term Loan Lenders, and the Company
(the Term Loan Agreement) by increasing the Term Loan Lenders commitment, and the principal amount borrowed by the Company, under the Term Loan Agreement from $24,000,000 to $30,600,000 (the Additional Term
Commitment).
Pursuant to the Term Loan Agreement Amendment, the Company is required to use the net cash proceeds of the Additional Term Commitment
of $6 million to pay the fees, costs and expenses incurred in connection with the Term Loan Agreement Amendment and the approximately $2 million in interest payments accrued on its outstanding 9.875% Senior Notes due 2018 (the 2018
Notes). As previously disclosed, the Company made the approximately $2 million in interest payments on the 2018 Notes on November 14, 2016. The remaining net cash proceeds, subject to satisfaction of certain release conditions, will be
available for general operating, working capital and other general corporate purposes. In connection with the Term Loan Agreement Amendment, the Company paid to the Lenders an amendment fee of $600,000, which was added to the principal amount
outstanding thereunder.
The foregoing description of the Term Loan Agreement Amendment is only a summary and does not purport to be a complete
description of the terms and conditions under the Term Loan Agreement Amendment, and such description is qualified in its entirety by reference to the full text of the Term Loan Agreement Amendment, a copy of which is attached hereto as
Exhibit 10.1.
ABL Facility Amendment
On
November 14, 2016 (the Effective Date), the Company entered into a Thirteenth Amendment to Amended and Restated Credit Agreement (the ABL Facility Amendment) by and among Wells Fargo, 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 Wells Fargo, 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 November 14, 2016 to
November 30, 2016; provided that if the Company satisfies certain conditions described below, this date will be extended to December 16, 2016.
In
addition, the ABL Facility Amendment also amends the ABL Facility on the Effective Date by increasing the amount of Permitted Indebtedness (as defined in the ABL Facility) under the Term Loan Agreement from $24,000,000 to $30,600,000 to permit the
Additional Term Commitment and reduces the Additional Term Loan Debt requirement from $10,000,000 to $6,000,000. In connection with the ABL Facility Amendment, the Company was required to deposit approximately $4 million of the net proceeds of the
Additional Term Loan Debt in the Companys master operating account and pay the approximately $2 million in interest payments accrued on the 2018 Notes.
The Company continues to engage in active discussions with certain of its debtholders regarding strategic alternatives to improve its long-term capital
structure and liquidity, including in-court and out-of-court
restructuring transactions. In order to accommodate the possibility of an in-court restructuring transaction, the ABL Facility Amendment also includes certain other amendments to the ABL Facility
that would further extend the date by which the Company is required to refinance the ABL Facility in full from November 30, 2016 to December 16, 2016, subject to the satisfaction of certain conditions that include the preparation of financing
documentation designed to facilitate a prepackaged plan of reorganization should the Company and the debtholders with whom the Company is negotiating determine that an in-court restructuring alternative would be in the best interests of the Company.
The parties have not entered into any definitive agreements regarding a specific restructuring transaction and there can be no assurance that such agreements will be reached.
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 10.2.
Intercreditor Agreements Amendments
On November 14,
2016, in connection with the Term Loan Amendment and the ABL Facility Amendment, the Company acknowledged and agreed to the terms and conditions under Amendment No. 1 to Intercreditor Agreement (the Pari Passu Intercreditor Agreement
Amendment), dated November 14, 2016, by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement,
which amends the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as pari passu collateral agent, Wells Fargo, as administrative agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan
Agreement (the Pari Passu Intercreditor Agreement). The Pari Passu Intercreditor Agreement Amendment amends the Pari Passu Intercreditor Agreement to permit the Additional Term Commitment by amending the Term Loan Cap to increase it from
$26,400,000 to $33,660,000.
On November 14, 2016, in connection with the Term Loan Amendment and the ABL Facility Amendment, the Company acknowledged and
agreed to the terms and conditions under Amendment No. 1 to Intercreditor Agreement (the Second Lien Intercreditor Agreement Amendment), dated November 14, 2016, by and among Wells Fargo, as revolving credit agreement agent under the ABL
Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which amends the Intercreditor Agreement, dated as of April 15, 2016, between Wells
Fargo, as administrative agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as collateral agent under the Indenture governing the Companys Senior Secured Second Lien Notes due 2021
(the Second Lien Intercreditor Agreement). The Second Lien Intercreditor Agreement Amendment amends the Second Lien Intercreditor Agreement to permit the Additional Term Commitment by amending the Term Loan Cap to increase it from
$26,400,000 to $33,660,000.
The foregoing descriptions of the Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement
Amendment are only summaries and do not purport to be a complete description of the terms and conditions under the Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Amendment, and such descriptions are
qualified in their entirety by reference to the full text of the Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Amendment, copies of which re attached hereto as Exhibits 4.1 and 4.2, respectively.