Current Report Filing (8-k)
May 05 2017 - 4:09PM
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): May 2, 2017
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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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).
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Emerging growth company
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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.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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DIP Revolving Facility Agreement
On May 3, 2017 (the Effective Date), following authorization of the United States Bankruptcy Court for the District of Delaware (the
Bankruptcy Court), Nuverra Environmental Solutions, Inc. (the Company) closed a
Debtor-in-Possession
Credit Agreement (the DIP Revolving
Facility), dated as of April 30, 2017, by and among the Company, the lenders party thereto (the DIP Revolving Facility Lenders), Wells Fargo Bank, National Association, as administrative agent, and other agents party thereto,
pursuant to which the DIP Revolving Facility Lenders agreed to provide the Company a secured revolving credit facility up to a maximum amount of $31.5 million to, among other things, refinance obligations under the Companys prepetition
asset-based lending facility, and to finance the ongoing general corporate needs of the Company and certain of its affiliates (the Nuverra Parties) during the course of the chapter 11 proceedings.
A summary of the key features of the DIP Revolving Facility was included in Item 1.01 (incorporated by reference from Item 1.03) to our Current Report on Form
8-K
filed on May 1, 2017. That description of the DIP Revolving Facility does not purport to be complete and is qualified in its entirety by reference to the DIP Revolving Facility, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form
8-K.
DIP Term Loan Agreement
Also on the Effective Date, following authorization of the Bankruptcy Court, the Company closed a
Debtor-in-Possession
Term Loan Credit Agreement (the DIP Term Loan Agreement), dated as of April 30, 2017, by and among the Company, the lenders party thereto (the DIP Term Loan
Lenders), and Wilmington Savings Fund Society, FSB, as administrative agent, pursuant to which the DIP Term Loan Lenders agreed to provide the Company with up to $12.5 million in financing in the form of an initial term loan in the amount
equal to $2.5 million, and subsequent term loans to, among other things, finance the ongoing general corporate needs of the Nuverra Parties during the course of the chapter 11 proceedings.
A summary of the key features of the DIP Term Loan Agreement was included in Item 1.01 (incorporated by reference from Item 1.03) to our Current Report on
Form
8-K
filed on May 1, 2017. That description of the DIP Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the DIP Term Loan Agreement, a copy of which
is filed as Exhibit 10.2 to this Current Report on Form
8-K.
As previously disclosed by the Company on its Current Report on Form
8-K
filed on May 1, 2017, the Nuverra Parties filed voluntary petitions under chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court to pursue prepackaged plans of reorganization (together, the
Plan). The Nuverra Parties chapter 11 cases are being jointly administered under the caption
In re Nuverra Environmental Solutions, Inc., et al.
(Case Nos.
17-10949
through
17-10962).
On May 2, 2017, the Bankruptcy Court entered an interim order (the DIP Order) in connection with
the filing of the Nuverra Parties chapter 11 cases and their entry into
debtor-in-possession
financing agreements. The DIP Order, among other things, authorized
the Nuverra Parties to (i) enter into, execute, and deliver the DIP Revolving Facility and the DIP Term Loan Agreement, and (ii) borrow, on an interim basis, $2.5 million under the DIP Term Loan Agreement on the Effective Date,
$10 million under the DIP Revolving Facility in the aggregate, and $7.5 million under the DIP Term Loan Agreement in the aggregate (including the $2.5 million initial advance on the Effective Date) during the interim period before the
Bankruptcy Court considers entry of the DIP Order on a final basis. The Bankruptcy Court set a hearing for May 31, 2017 to consider approval of the DIP Order on a final basis.
As previously disclosed by the Company on its Current Report on Form
8-K
filed on May 1, 2017, the Company
notified the OTCQB U.S. Market (the OTCQB) on May 1, 2017 that it had filed the Plan and commenced the chapter 11 cases. As a result of the filing of the chapter 11 cases, on May 2, 2017, the Company was removed from listing on
the OTCQB and began trading on the OTC Pink Marketplace as NESCQ.
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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Debtor in Possession Credit Agreement, dated as of April 30, 2017, by and among the Company, DIP Revolving Facility Lenders, Wells Fargo Bank, National Association, as administrative agent, and other agents party
thereto
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10.2
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Debtor in Possession Term Loan Credit Agreement, dated as of April 30, 2017, by and among the Company, DIP Term Loan Lenders, Wilmington Savings Fund Society, FSB, as administrative agent
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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: May 5, 2017
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By:
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/s/ Joseph M. Crabb
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Name:
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Joseph M. Crabb
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Title:
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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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Debtor in Possession Credit Agreement, dated as of April 30, 2017, by and among the Company, DIP Revolving Facility Lenders, Wells Fargo Bank, National Association, as administrative agent, and other agents party
thereto
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10.2
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Debtor in Possession Term Loan Credit Agreement, dated as of April 30, 2017, by and among the Company, DIP Term Loan Lenders, Wilmington Savings Fund Society, FSB, as administrative agent
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