Current Report Filing (8-k)
03 September 2014 - 7:27AM
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): August 29, 2014
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware |
|
001-33816 |
|
26-0287117 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona |
|
85254 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
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.):
¨ |
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)) |
Item 1.02 |
Termination of a Material Definitive Agreement. |
On August 29, 2014, the Amended
and Restated Stock Purchase Agreement (the Agreement) between Nuverra Environmental Solutions, Inc. (the Company) and VeroLube USA, Inc. (VeroLube), relating to the divestiture of the Companys wholly owned
subsidiary, Thermo Fluids, Inc., was terminated by the Company pursuant to the provisions of Article IX of the Agreement.
By terminating
the Agreement, the Company is no longer bound by the exclusivity provisions contained in the Agreement that would prohibit negotiations with other interested parties.
As previously disclosed by the Company on August 25, 2014, VeroLube and its financial advisor proposed a restructuring of the transaction,
which would require termination or amendment of the Agreement. Nuverra is continuing to evaluate the revised VeroLube proposal in addition to other options.
A copy of the Agreement is attached as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 30, 2014.
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.
|
|
|
|
|
|
|
|
|
|
|
NUVERRA ENVIRONMENTAL SOLUTIONS, INC. |
|
|
|
|
Date: September 2, 2014 |
|
|
|
By: |
|
/s/ Joseph M. Crabb |
|
|
|
|
|
|
Name: Joseph M. Crabb |
|
|
|
|
|
|
Title: Executive Vice President and Chief Legal Officer |