Current Report Filing (8-k)
29 June 2017 - 7:03AM
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): June 22, 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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As previously disclosed, on May 1, 2017, Nuverra
Environmental Solutions, Inc. (the Company) and its subsidiaries (collectively with the Company, the Nuverra Parties) filed voluntary petitions under chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware (the Bankruptcy Court) to pursue prepackaged plans of reorganization. In connection with the Nuverra Parties chapter 11 cases, on May 19, 2017, the United States Trustee for the
District of Delaware appointed an official committee of unsecured creditors (the Committee) in the chapter 11 cases. On June 22, 2017, the Nuverra Parties entered into a Plan Support Agreement (the PSA) with the
Committee and holders (the Supporting Noteholders) of approximately 86% of the Companys 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the 2021 Notes) as part of a settlement with the Committee to resolve the
Committees issues, concerns, and objections with respect to certain matters in the Nuverra Parties proposed plan of reorganization (the Plan).
Pursuant to the PSA, the Committee agreed to, among other things, (i) withdraw its objection to the Plan and support efforts to normalize the Nuverra
Parties business operations throughout the chapter 11 cases, (ii) support confirmation of the Plan, as amended in connection with the settlement with the Committee (the Amended Plan), (iii) not take any action to delay,
impede, or interfere with the confirmation of the Amended Plan, and (iv) cooperate with the Nuverra Parties to oppose any objection to the Amended Plan. In addition, the Committee agreed that any payment to the trustee (the Trustee)
of the Companys 9.875% Senior Notes due 2018 (the 2018 Notes) is contingent upon the Trustee (i) withdrawing its objection to the Nuverra Parties motion to pay certain prepetition general unsecured claims in the ordinary
course of business and (ii) not taking certain actions adverse to the Nuverra Parties restructuring efforts.
Pursuant to the PSA, the Nuverra
Parties agreed to file the Amended Plan and cooperate, along with the Supporting Noteholders, to reduce the allowed claims in the Affected Classes, other than the 2018 Notes claims. Affected Classes means holders of the 2018 Notes claims
and certain claims relating to the rejection of executory contracts and unexpired leases. Among other terms and conditions, as part of the settlement with the Committee, the Plan will be amended as follows:
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Affected Classes will receive an aggregate 1.25% of the reorganized Companys common stock that remains after giving effect to certain distributions contemplated by the Amended Plan (the Remaining Reorganized
Nuverra Common Stock), including shares subscribed for in a rights offering of new shares that may be conducted by the Company prior to the effective date of the Amended Plan (the Rights Offering) and shares distributed to the
Supporting Noteholders in respect of secured debtor in possession and term loan claims and first lien term loan claims. The other 98.75% of Remaining Reorganized Nuverra Common Stock will be distributed to holders of the Nuverra Parties existing
2021 Notes. The Plan previously provided for distribution of 0.25% of the Remaining Reorganized Nuverra Common Stock to holders of claims relating to the 2018 Notes only, and 99.75% of Remaining Reorganized Nuverra Common Stock to holders of 2021
Notes.
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Affected Classes will receive warrants to purchase 1.00% of the reorganized Companys common stock at an exercise price equal to an enterprise value of the reorganized Company equal to $507.6 million.
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The aggregate allowed claims in the Affected Classes will be no more than $45 million.
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The Rights Offering, pursuant to which the Company will distribute rights to permit the holders thereof to acquire common stock of the Company at Plan Value of $350 million, will be reduced from rights
to purchase $150 million of newly issued common stock of the Company to $105 million. As a result, holders of claims related to the 2018 Notes will have the number of shares they can purchase from the rights distributed in the rights
offering reduced from $75 million to $30 million.
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The foregoing description of the PSA is only a summary and does not purport to be a complete description of the
terms and conditions under the PSA, and such description is qualified in its entirety by reference to the full text of the PSA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and
incorporated by reference into this Item 1.01.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Plan Support Agreement, dated as of June 22, 2017, by and among the Company, its subsidiaries, the Committee, and the Supporting Noteholders
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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: June 28, 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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Plan Support Agreement, dated as of June 22, 2017, by and among the Company, its subsidiaries, the Committee, and the Supporting Noteholders
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