Nuverra Environmental Solutions, Inc. (NYSE American: NES)
(“Nuverra,” the “Company,” “we,” “us” or “our”) announced today
that its board of directors (the “Board”) has approved the adoption
of a limited duration stockholder rights plan (the “Rights Plan”)
to protect stockholder interests and maximize value for all
stockholders.
The Rights Plan is similar to plans adopted by other public
companies and is designed to ensure that no person or group can
gain a control or control-like position in the Company’s stock
through open market accumulations or other tactics potentially
disadvantaging the interests of the stockholders without
negotiating with the Board and without paying an appropriate
control premium to all stockholders of the Company. The rights will
be issued to stockholders of record on January 4, 2021. The Rights
Plan will expire on December 21, 2021. The Board will consider an
earlier termination of the Rights Plan if market and other
conditions warrant.
The Rights Plan is intended to position the Board to fulfill its
fiduciary duties on behalf of all stockholders by ensuring that the
Board has sufficient time to make informed judgments that are in
the best long-term interests of the Company and its stockholders.
The issuance of the rights does not in any way diminish the
financial strength of the Company or interfere with its business
plans. The Rights Plan is not designed to prevent any action that
the Board determines to be in the best interest of the Company and
its stockholders.
The Rights Plan provides for the issuance of one right for each
outstanding share of the Company’s common stock. In general, the
rights will become exercisable only if a person or group acquires
beneficial ownership of 45% or more of the Company’s outstanding
common stock or announces a tender or exchange offer that would
result in beneficial ownership of 45% or more of the Company’s
common stock.
If a person or group acquires beneficial ownership of 45% or
more of the Company’s outstanding common stock, each right will
entitle holders, other than the acquiring person or group, to
purchase common stock of the Company having a market value of twice
the exercise price. The Rights Plan also includes an exchange
option. If a person or group acquires beneficial ownership of 45%
or more of the outstanding common stock, the Board may at its
option exchange the rights at an exchange ratio of one share of
common stock per right.
If a stockholder beneficially owns 45% or more of the Company’s
common stock at the time of the adoption of the Rights Plan, such
stockholder’s ownership will be grandfathered, but the rights would
become exercisable if such stockholder subsequently increases its
ownership by one share.
The Rights Plan also includes a qualifying offer provision,
which allows stockholders to require the Board to call a special
meeting to vote on a pending offer, provided the offer meets
certain qualifying criteria.
Additional details regarding the Rights Plan are contained in a
Current Report on Form 8-K filed by the Company with the U.S.
Securities and Exchange Commission (the “SEC”).
About Nuverra
Nuverra Environmental Solutions, Inc. provides water logistics
and oilfield services to customers focused on the development and
ongoing production of oil and natural gas from shale formations in
the United States. Our services include the delivery, collection,
and disposal of solid and liquid materials that are used in and
generated by the drilling, completion, and ongoing production of
shale oil and natural gas. We provide a suite of solutions to
customers who demand safety, environmental compliance and
accountability from their service providers. Find additional
information about Nuverra in documents filed with the SEC at
http://www.sec.gov.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the United States Securities Act of
1933, as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended. You can identify these and other
forward-looking statements by the use of words such as
“anticipates,” “expects,” “intends,” “plans,” “predicts,”
“believes,” “seeks,” “estimates,” “may,” “might,” “will,” “should,”
“would,” “could,” “potential,” “future,” “continue,” “ongoing,”
“forecast,” “project,” “target” or similar expressions, and
variations or negatives of these words.
These statements relate to our expectations for future events
and time periods. All statements other than statements of
historical fact are statements that could be deemed to be
forward-looking statements, and any forward-looking statements
contained herein are based on information available to us as of the
date of this press release and our current expectations, forecasts
and assumptions, and involve a number of risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing our views as of any subsequent date. Future
performance cannot be ensured, and actual results may differ
materially from those in the forward-looking statements. Some
factors that could cause actual results to differ include, among
others: the severity, magnitude and duration of the coronavirus
disease 2019 (“COVID-19”) pandemic and commodity market
disruptions; changes in commodity prices or general market
conditions; fluctuations in consumer trends, pricing pressures,
transportation costs, changes in raw material or labor prices or
rates related to our business and changing regulations or political
developments in the markets in which we operate; risks associated
with our indebtedness, including changes to interest rates,
decreases in our borrowing availability, our ability to manage our
liquidity needs and to comply with covenants under our credit
facilities, including as a result of COVID-19 and oil price
declines; the loss of one or more of our larger customers; delays
in customer payment of outstanding receivables and customer
bankruptcies; natural disasters, such as hurricanes, earthquakes
and floods, pandemics (including COVID-19) or acts of terrorism, or
extreme weather conditions, that may impact our business locations,
assets, including wells or pipelines, distribution channels, or
which otherwise disrupt our or our customers’ operations or the
markets we serve; disruptions impacting crude oil and natural gas
transportation, processing, refining, and export systems, including
litigation regarding the Dakota Access Pipeline; our ability to
attract and retain key executives and qualified employees in
strategic areas of our business; our ability to attract and retain
a sufficient number of qualified truck drivers; the unfavorable
change to credit and payment terms due to changes in industry
condition or our financial condition, which could constrain our
liquidity and reduce availability under our revolving credit
facility; higher than forecasted capital expenditures to maintain
and repair our fleet of trucks, tanks, pipeline, equipment and
disposal wells; control of costs and expenses; changes in customer
drilling, completion and production activities, operating methods
and capital expenditure plans, including impacts due to low oil
and/or natural gas prices, shut-in production, decline in operating
drilling rigs, closures or pending closures of third-party
pipelines or the economic or regulatory environment; risks
associated with the limited trading volume of our common stock on
the NYSE American Stock Exchange, including potential fluctuation
in the trading prices of our common stock; risks and uncertainties
associated with the outcome of an appeal of the order confirming
our previously completed plan of reorganization; risks associated
with the reliance on third-party analyst and expert market
projections and data for the markets in which we operate that is
utilized in our strategy; present and possible future claims,
litigation or enforcement actions or investigations; risks
associated with changes in industry practices and operational
technologies; risks associated with the operation, construction,
development and closure of salt water disposal wells, solids and
liquids transportation assets, landfills and pipelines, including
access to additional locations and rights-of-way, permitting and
licensing, environmental remediation obligations, unscheduled
delays or inefficiencies and reductions in volume due to micro- and
macro-economic factors or the availability of less expensive
alternatives; the effects of competition in the markets in which we
operate, including the adverse impact of competitive product
announcements or new entrants into our markets and transfers of
resources by competitors into our markets; changes in economic
conditions in the markets in which we operate or in the world
generally, including as a result of political uncertainty; reduced
demand for our services due to regulatory or other influences
related to extraction methods such as hydraulic fracturing, shifts
in production among shale areas in which we operate or into shale
areas in which we do not currently have operations, and shifts to
reuse of water in completion activities; the unknown future impact
of changes in laws and regulation on waste management and disposal
activities, including those impacting the delivery, storage,
collection, transportation, and disposal of waste products, as well
as the use or reuse of recycled or treated products or byproducts;
and risks involving developments in environmental or other
governmental laws and regulations in the markets in which we
operate and our ability to effectively respond to those
developments including laws and regulations relating to oil and
natural gas extraction businesses, particularly relating to water
usage, and the disposal and transportation of liquid and solid
wastes.
The forward-looking statements contained, or incorporated by
reference, herein are also subject generally to other risks and
uncertainties that are described from time to time in the Company’s
filings with the SEC. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect
management’s views as of the date of this press release. The
Company undertakes no obligation to update any such forward-looking
statements, whether as a result of new information, future events,
changes in expectations or otherwise. Additional risks and
uncertainties are disclosed from time to time in the Company’s
filings with the SEC, including our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form
8-K.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201221005147/en/
Nuverra Environmental Solutions, Inc. Investor Relations
602-903-7802 ir@nuverra.com
Nuverra Environmental So... (AMEX:NES)
Historical Stock Chart
From Nov 2024 to Dec 2024
Nuverra Environmental So... (AMEX:NES)
Historical Stock Chart
From Dec 2023 to Dec 2024
