Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 25, 2021

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Nuverra Environmental Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

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Delaware

001-33816

26-0287117

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

6720 N. Scottsdale Road, Suite 190, Scottsdale, AZ 85253

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (602) 903-7802

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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.):


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	NES	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


¨			Emerging growth company
¨			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 1.01			Entry into a Material Definitive Agreement.

On January 25, 2021, Nuverra Environmental Solutions, Inc. (“Nuverra” or the “Company”), entered into a First Amendment to Loan Agreement (the “First Amendment”) with First International Bank & Trust, a North Dakota banking corporation (the “Lender”), pursuant to which the Company and the Lender agreed to amend that certain Master Loan Agreement dated November 16, 2020 (the “Loan Agreement”) between the Company and Lender in order to increase by $510,000 the maximum availability under the letter of credit facility (the “Letter of Credit Facility”). As amended, the Letter of Credit Facility provides for the issuance of letters of credit of up to $5.349 million in aggregate face amount and is evidenced by an Amended and Restated Promissory Note (Letter of Credit Loan) dated January 25, 2021 (the “Amended and Restated Letter of Credit Note”) executed by the Company. All other terms of the Letter of Credit Facility remain unchanged.

The foregoing description of the First Amendment and the Amended and Restated Letter of Credit Note do not purport to be complete and are qualified in its entirety by reference to the full text of such documents, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number						Description

10.1						First Amendment to Loan Agreement, dated January 25, 2021, between Nuverra Environmental Solutions, Inc. and First International Bank & Trust.

10.2						Amended and Restated Promissory Note (Letter of Credit Loan), dated January 25, 2021, by Nuverra Environmental Solutions, Inc. in favor of First International Bank & Trust.

EXHIBIT INDEX



Exhibit Number						Description

10.1						First Amendment to Loan Agreement, dated January 25, 2021, between Nuverra Environmental Solutions, Inc. and First International Bank & Trust.

10.2						Amended and Restated Promissory Note (Letter of Credit Loan), dated January 25, 2021, by Nuverra Environmental Solutions, Inc. in favor of First International Bank & Trust.

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.