Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Files An 8-K Bankruptcy or ReceivershipItem 1.03.
Bankruptcy or Receivership. |
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a Rights Offering that could be conducted prior to the Effective Date of the Plan, unless, in accordance with the terms of the Plan, the Rights Offering is withdrawn or cancelled by the Company with the consent of the Supporting Noteholders. The Company and the Supporting Noteholders elected to cancel the Rights Offering on July31, 2017; |
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receipt by the holders of the 2021 Notes, in full satisfaction of their claims, of their pro rata share of 98.75% of the Remaining Reorganized Nuverra Common Stock which is New Common Stock (subject to dilution by a new management incentive plan) issued and outstanding on the Effective Date after giving effect to the distribution of New Common Stock (i)to holders of Term Loan Claims (including on account of the Term Loan Conversion Fee), and (ii)in payment of an Exit Financing Commitment Fee; |
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receipt by the holders of the 2018 Notes (subject to an indenture trustee charging lien) and holders of certain claims relating to the rejection of executory contracts and unexpired leases, in full satisfaction of their allowed claims which will be no more than $45million, of (a)their pro rata share of 1.25% of the Remaining Reorganized Nuverra Common Stock, (b)warrants to purchase 1.0% of the Remaining Reorganized Nuverra Common Stock at an exercise price set assuming an enterprise value of the Company equal to $507.6million and with an exercise term expiring five years from the Effective Date or, in certain instances specified in the Plan, a longer term of up to seven years from the Effective Date, and, (c)with respect to the holders of the 2018 Notes only, $350,000 in cash, which is provided to defray expenses of the indenture trustee; |
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existing equity interests shall receive no distribution; |
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payment of all undisputed,non-contingentcustomer, vendor or other trade obligations; and |
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continuation as a public reporting company under the Securities Exchange Act of 1934, as amended, and best efforts to have the New Common Stock listed on the New York Stock Exchange, the NASDAQ Stock Market, or another nationally recognized exchange. |
(d) Exhibits
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ExhibitNumber
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Description
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| 2.1 |
Debtors’ Amended Prepackaged Plans of Reorganization, dated June23, 2017 |
| 99.1 |
Findings of Fact, Conclusions of Law, and Order Approving the Debtors’ Prepackaged Plans of Reorganization, dated July25, 2017 |
Nuverra Environmental Solutions, Inc. ExhibitEX-2.1 2 d410552dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 IMPORTANT: THE SOLICITATION MATERIALS ACCOMPANYING THIS PLAN OF REORGANIZATION HAVE NOT BEEN APPROVED BY THE BANKRUPTCY COURT AS CONTAINING ADEQUATE INFORMATION WITHIN THE MEANING OF 11 U.S.C. § 1125(a). THE DEBTORS EXPECT TO SEEK AN ORDER OR ORDERS OF THE BANKRUPTCY COURT,…To view the full exhibit click here
About Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC)
Nuverra Environmental Solutions, Inc. (Nuverra) provides environmental solutions to customers focused on the development and production of oil and natural gas from shale formations. The Company’s environmental solutions include delivery, collection, treatment, recycling, disposal of water, wastewater, waste fluids, hydrocarbons, and restricted solids that are part of the drilling, completion, and production of shale oil and natural gas. The Company operates through three segments, which include the Northeast division comprising the Marcellus and Utica Shale areas; the Southern division comprising the Haynesville, Eagle Ford and Permian Basin Shale areas, and the Rocky Mountain division comprising the Bakken Shale area. Nuverra operates in select shale areas in the United States, including oil shale areas consisting of the Bakken, Eagle Ford and Permian Shale areas, and natural gas shale areas in Haynesville, Marcellus and Utica.