Item 1.01.
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Entry into a Material Definitive Agreement.
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ABL Facility Amendment
On December 16, 2016, Nuverra Environmental Solutions, Inc. (the Company) entered into a Fourteenth Amendment to Amended and Restated Credit
Agreement (the ABL Facility Amendment) by and among Wells Fargo Bank, National Association (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 by extending the date by which
the Company is required to refinance the ABL Facility in full from December 16, 2016 to March 31, 2017 and the maturity date of the ABL Facility from December 31, 2016 to March 31, 2017.
In addition, among other terms and conditions, the ABL Facility Amendment amends the ABL Facility by (i) reducing the maximum revolver commitments from
$85 million to $40 million, and (ii) increasing the Permitted Indebtedness (as defined in the ABL Facility) under the Term Loan Documents (as defined in the ABL Facility) from $30,600,000 to $58,100,000, plus any interest required or
permitted to be paid in kind under and pursuant to the Term Loan Documents (as defined in the ABL Facility).
The Company continues to evaluate strategic
options and transactions and expects to continue its discussions with certain of its debtholders regarding strategic alternatives to improve its long-term capital structure and liquidity.
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.
Term Loan Agreement Amendment
On December 16, 2016,
the Company entered into a Fourth 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, 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 $30,600,000 to 58,100,000 (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 $25 million to pay the fees, costs and expenses incurred in connection with the Term Loan Agreement Amendment and to pay down $22 million aggregate principal amount of loans outstanding under the
Companys ABL Facility. 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 $2.5 million, 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 10.2.