Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
ABL Facility Amendment
On December16, 2016, Nuverra Environmental Solutions, Inc. (the
Company) entered into a Fourteenth Amendment to Amended and
Restated Credit Agreement (the ABL Facility Amendment) by and
among Wells Fargo Bank, National Association (Wells Fargo), the
lenders named therein (the Lenders), and the Company, which
further amends the Companys Amended and Restated Credit
Agreement, dated as of February3, 2014, by and among Wells Fargo,
the Lenders, and the Company (as amended, the ABL Facility). The
ABL Facility Amendment amends the ABL Facility by extending the
date by which the Company is required to refinance the ABL
Facility in full from December16, 2016 to March31, 2017 and the
maturity date of the ABL Facility from December31, 2016 to
March31, 2017.
In addition, among other terms and conditions, the ABL Facility
Amendment amends the ABL Facility by (i)reducing the maximum
revolver commitments from $85million to $40million, and
(ii)increasing the Permitted Indebtedness (as defined in the ABL
Facility) under the Term Loan Documents (as defined in the ABL
Facility) from $30,600,000 to $58,100,000, plus any interest
required or permitted to be paid in kind under and to the Term
Loan Documents (as defined in the ABL Facility).
The Company continues to evaluate strategic options and
transactions and expects to continue its discussions with certain
of its debtholders regarding strategic alternatives to improve
its long-term capital structure and liquidity.
The foregoing description of the ABL Facility Amendment is only a
summary and does not purport to be a complete description of the
terms and conditions under the ABL Facility Amendment, and such
description is qualified in its entirety by reference to the full
text of the ABL Facility Amendment, a copy of which is attached
hereto as Exhibit 10.1.
Term Loan Agreement Amendment
On December16, 2016, the Company entered into a Fourth Amendment
(Increase Amendment) to Term Loan Credit Agreement (the Term Loan
Agreement Amendment) by and among the lenders named therein (the
Term Loan Lenders), Wilmington Savings Fund Society, FSB
(Wilmington), as administrative agent, Wells Fargo, as collateral
agent, the Company, and the guarantors named therein, which
further amends the Term Loan Credit Agreement, dated April15,
2016, by and among Wilmington, the Term Loan Lenders, and the
Company (the Term Loan Agreement) by increasing the Term Loan
Lenders commitment, and the principal amount borrowed by the
Company, under the Term Loan Agreement from $30,600,000 to
58,100,000 (the Additional Term Commitment).
to the Term Loan Agreement Amendment, the Company is required to
use the net cash proceeds of the Additional Term Commitment of
$25million to pay the fees, costs and expenses incurred in
connection with the Term Loan Agreement Amendment and to pay down
$22million aggregate principal amount of loans outstanding under
the Companys ABL Facility. The remaining net cash proceeds,
subject to satisfaction of certain release conditions, will be
available for general operating, working capital and other
general corporate purposes. In connection with the Term Loan
Agreement Amendment, the Company paid to the Lenders an amendment
fee of $2.5million, which was added to the principal amount
outstanding thereunder.
The foregoing description of the Term Loan Agreement Amendment is
only a summary and does not purport to be a complete description
of the terms and conditions under the Term Loan Agreement
Amendment, and such description is qualified in its entirety by
reference to the full text of the Term Loan Agreement Amendment,
a copy of which is attached hereto as Exhibit 10.2.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 regarding the Term Loan
Agreement Amendment is incorporated by reference into this
Item2.03.
| Item7.01. | Regulation FD Disclosure. |
The Company provided certain financial information to certain of
its debtholders to non-disclosure agreements as part of ongoing
discussions regarding strategic alternatives to improve the
Companys long-term capital structure and liquidity, which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference. The inclusion of the financial information therein
should not be regarded as an indication that the Company or its
affiliates or representatives consider the financial information
to be a reliable prediction of future events, and the financial
information should not be relied upon as such. Neither the
Company nor any of its affiliates or representatives has made or
makes any representation to any person regarding how the Companys
financial condition, liquidity position or results of operations
will compare to the financial information included therein, and
none of them undertakes any obligation to publicly update the
such financial information, including any projections, to reflect
circumstances existing after the date when the financial
information was made or to reflect the occurrence of future
events, even in the event that any or all of the assumptions
underlying the financial information are shown to be in error.
The information contained in this Item 7.01 and Exhibit 99.1 is
being furnished, and shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities under
Section18. Furthermore, the information contained in this Item
7.01 and Exhibit 99.1 shall not be deemed to be incorporated by
reference into the Companys filings under the Securities Act of
1933, as amended, or the Exchange Act.
| Item9.01. | Financial Statements and Exhibits. |
(d)
|
Exhibit Number |
Description |
|
| 10.1 |
Fourteenth Amendment to Amended and Restated Credit Agreement, dated December16, 2016, by and among Wells Fargo, the Lenders, and the Company |
|
| 10.2 |
Fourth Amendment (Increase Amendment) to Term Loan Credit Agreement, dated December16, 2016, by and among the Term Loan Lenders, Wilmington, Wells Fargo, the Company and the guarantors named therein |
|
| 99.1 | Financial Information |
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. Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Recent Trading Information
Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) closed its last trading session down -0.004 at 0.181 with 142,659 shares trading hands.