Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

The information set forth below in Item1.03 of this Current
Report on Form 8-K (Form 8-K) regarding the RSA Amendment (as
defined herein) is incorporated by reference into this Item1.01.

Chapter 11 Filing and Solicitation

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 (the Bankruptcy Code) in the
United States Bankruptcy Court for the District of Delaware (the
Bankruptcy Court) to pursue prepackaged plans of reorganization
(together, the Plan). The Nuverra Parties will seek to have their
chapter 11 cases jointly administered under the caption In re
Nuverra Environmental Solutions, Inc. et al. (Case Nos.
17-10949 through 17-10962). No trustee has been appointed, and
the Nuverra Parties will continue to operate the businesses as
debtors in possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court. The Company
expects to continue its operations without interruption during
the pendency of the chapter 11 cases. To assure ordinary course
operations, the Company is seeking approval from the Bankruptcy
Court for a variety of first day motions seeking on an interim
basis various relief and authorizing the Nuverra Parties to
maintain their operations in the ordinary course.

The subsidiary debtors in the chapter 11 Cases are Heckmann Water
Resources Corporation, Heckmann Water Resources (CVR) Inc., 1960
Well Services, LLC, HEK Water Solutions, LLC, Appalachian Water
Services, LLC, Badlands Power Fuels, LLC (a Delaware limited
liability company), Badlands Power Fuels, LLC (a North Dakota
limited liability company), Landtech Enterprises, L.L.C.,
Badlands Leasing, LLC, Ideal Oilfield Disposal, LLC, Nuverra
Total Solutions, LLC, NES Water Solutions, LLC and Heckmann Woods
Cross, LLC.

On April28, 2017, the Company commenced a solicitation of votes
(the Solicitation) to accept or reject the Plan from holders of
the Companys 9.875% Senior Notes due 2018 (the 2018 Notes),
12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the 2021
Notes), and indebtedness under its Term Loan Credit Agreement, as
amended through the Ninth Amendment thereto, dated as of April15,
2016, by and among Wilmington Savings Fund Society, FSB
(Wilmington), the lenders named therein, and the Company (the
Term Loan Credit Agreement).

A summary of the key features of the Plan was included in
Item1.01 to our Current Report on Form 8-K filed with the United
States Securities and Exchange Commission on April12, 2017, as
amended by the RSA Amendment described below and a copy of which
is filed as Exhibit 10.1 to this Form 8-K. The description of the
Plan therein is only a summary and does not purport to be
complete and is qualified in its entirety by the provisions of
the disclosure statement (the Disclosure Statement) accompanying
the Solicitation and the Plan. Court filings and other
information related to the chapter 11 cases, including the
Disclosure Statement and the Plan, are available at a website
administered by the Companys claims agent, Prime Clerk LLC, at
http://cases.primeclerk.com/nuverra. The information provided on
the claims agents website is not incorporated by reference into
this Form 8-K.

DIP Revolving Facility

In connection with the filing of the Plan, the Nuverra Parties
have sought Bankruptcy Court approval of a debtor-in-possession
revolving credit facility on the terms set forth in a
Debtor-in-Possession Credit

Agreement (the DIP Revolving Facility), to be entered into by and
among the Company, the lenders party thereto (the DIP Revolving
Facility Lenders), and Wells Fargo Bank, National Association
(Wells Fargo), to which the DIP Revolving Facility Lenders will
agree to provide the Company a secured revolving credit facility
up to a maximum amount of $31.5 million to, among other things,
refinance obligations under the Companys existing asset-based
lending facility, and to finance the ongoing general corporate
needs of the Nuverra Parties during the course of the chapter 11
proceedings.

The maturity date of the DIP Revolving Facility will be the
earliest to occur of: (i)August7, 2017, (ii)the occurrence of an
Event of Default (as defined in the DIP Revolving Facility), and
(iii)the effective date of any chapter 11 plan of reorganization
confirmed in connection with the chapter 11 cases. The DIP
Revolving Facility will contain customary events of default,
including events related to the chapter 11 proceedings, the
occurrence of which could result in the acceleration of the
Nuverra Parties obligation to repay the outstanding indebtedness
under the DIP Revolving Facility. The Nuverra Parties obligations
under the DIP Revolving Facility will be secured by a senior
security interest in, and lien on, substantially all the assets
of the Nuverra Parties.

The foregoing description of the proposed DIP Revolving Facility
is only a summary and the DIP Revolving Facility is subject in
all respects to Bankruptcy Court approval in a form satisfactory
to the DIP Revolving Facility Lenders.

DIP Term Loan Agreement

In connection with the filing of the Plan, the Nuverra Parties
have also sought Bankruptcy Court approval of a
debtor-in-possession term loan on the terms set forth in a
Debtor-in-Possession Term Loan Credit Agreement (the DIP Term
Loan Agreement), to be entered into by and among the Company, the
lenders party thereto (the DIP Term Loan Lenders), and
Wilmington, to which the DIP Term Loan Lenders will agree to
provide the Company with up to $12.5 million in financing in the
form of an initial term loan in the amount equal to the lesser of
(i)$2.5 million and (ii)the amount authorized by the Bankruptcy
Court in its interim order, and subsequent term loans to, among
other things, finance the ongoing general corporate needs of the
Nuverra Parties during the course of the chapter 11 proceedings.

The maturity date of the DIP Term Loan Agreement will be the
earliest to occur of: (i)August7, 2017, (ii)the occurrence of an
Event of Default (as defined in the DIP Term Loan Agreement), and
(iii)the effective date of any chapter 11 plan of reorganization
confirmed in connection with the chapter 11 cases. The DIP Term
Loan Agreement will contain customary events of default,
including events related to the chapter 11 proceedings, the
occurrence of which could result in the acceleration of the
Nuverra Parties obligation to repay the outstanding indebtedness
under the DIP Term Loan Agreement. The Nuverra Parties
obligations under the DIP Term Loan Agreement will be secured by
a security interest in, and lien on, substantially all the assets
of the Nuverra Parties.

The foregoing description of the proposed DIP Term Loan Agreement
is only a summary and the DIP Term Loan Agreement is subject in
all respects to Bankruptcy Court approval in a form satisfactory
to the DIP Term Loan Lenders.

Amendment to Restructuring Support
Agreement

On April28, 2017, the Nuverra Parties entered into a Second
Amendment to Restructuring Support Agreement (the RSA Amendment)
with the holders of approximately 86% (the Supporting
Noteholders) of the Companys 2021 Notes, which further amends the
Restructuring Support Agreement, dated as of April9, 2017, by and
among the Nuverra Parties and the Supporting Noteholders, as
amended by that certain First Amendment to Restructuring Support
Agreement, dated as of April20,

2017 (the RSA). The RSA Amendment amends the term sheet (the
Amended Term Sheet) attached to the RSA by, among other things,
providing the separate prepackaged plans of reorganization for
certain of the Companys subsidiaries, which plans may be
confirmed and consummated separate and apart from, and
independent of, confirmation and consummation of each other. In
addition, the RSA Amendment changes the timing of the
contemplated rights offering from immediately after filing of the
Plan to following confirmation of the Plan, and requires Mark D.
Johnsrud, the Companys Chief Executive Officer and Chairman, to
enter into a new employment agreement with the Company on terms
mutually acceptable to Mr.Johnsrud and the Supporting
Noteholders, which shall be assumed by the Nuverra Parties under
the Plan.

The foregoing description of the RSA Amendment, including the
Amended Term Sheet, is only a summary and does not purport to be
complete, and such description is qualified in its entirety by
reference to the full text of the RSA Amendment (to which the
Amended Term Sheet is attached), a copy of which is filed as
Exhibit 10.1 to this Form 8-K and is incorporated by reference
into this Item1.03.

The filing of the Plan described in Item1.03 constitutes an event
of default that accelerated the Companys obligations under the
following debt instruments (the Debt Instruments):

The Debt Instruments provide that as a result of the filing of
the Plan, the principal and accrued interest due thereunder shall
be immediately due and payable; however, any efforts to enforce
such payment obligations under the Debt Instruments are
automatically stayed as a result of the filing of the Plan, and
the holders rights of enforcement in respect of the Debt
Instruments are subject to the applicable provisions of the
Bankruptcy Code.

to the RSA Amendment, on April28, 2017, the Company and
Mr.Johnsrud entered into an Amended and Restated Employment
Agreement (the Amended Employment Agreement), which amends and
restates in its entirety the Employment Agreement between the
Company and Mr.Johnsrud, dated as of November30, 2012, as amended
by the First Amendment to Employment Agreement effective as of
January1, 2017. to the Amended Employment Agreement, Mr.Johnsrud
will continue to serve as the Companys President, Chief Executive
Officer, and Chairman of the board of directors (the Board) for a
three year term, with such term to be extended for an additional
year beginning on the first day after the initial term and on
each anniversary thereafter, unless either the Company or
Mr.Johnsrud provide written notice of termination to the terms of
the Amended Employment Agreement.

For Mr.Johnsruds services, he will continue to be paid his
current annual base salary of $700,000, which may be increased by
the Board at any time. In addition, Mr.Johnsrud will receive an
annual bonus based on terms to be determined by the Board,
insurance benefits, and shall be entitled to participate in any
of the Companys current or future incentive compensation and
stock option plans. Upon executing the Amended Employment
Agreement, Mr.Johnsrud is entitled to receive an incentive bonus
in the amount equal to $700,000, payable in two installments,
subject to Mr.Johnsruds continued employment through each payment
date, as follows: (i)$233,333, payable as soon as practicable,
and (ii)$466,664, payable within fifteen days following the
effectiveness of the Plan.

Following the consummation of the chapter 11 cases, Mr.Johnsrud
will receive an award of stock options in two tranches to
purchase (i)2.5% of the outstanding equity securities of the
reorganized Company, on a fully diluted basis, at a premium
exercise price equal to the value of a share of the reorganized
Companys common stock at an enterprise valuation of $475 million
and (ii)2.5% of the outstanding equity securities of the
reorganized Company, on a fully diluted basis, at a premium
exercise price equal to the value of a share of the reorganized
Companys common stock at an enterprise valuation of $525 million.
Each tranche of options will vest in substantially equal
installments on the first three anniversaries following the date
of the consummation of the chapter 11 cases. The Amended
Employment Agreement also requires the Company to establish a
management incentive plan under which shares of common stock of
the Company equal to 12.5% of the outstanding equity securities
of the Company will be available for issuance, and to issue
Mr.Johnsrud, as soon as reasonably practicable following the
consummation of the chapter 11 cases, restricted stock units that
represent 7.5% of the outstanding equity securities of the
reorganized Company, on a fully diluted basis.

Mr.Johnsrud may terminate his employment under the Amended
Employment Agreement upon at least thirty days written notice,
for good reason (as defined in the Amended Employment Agreement),
or a Change of Control (as defined in the Amended Employment
Agreement). The Amended Employment Agreement also restricts
Mr.Johnsrud from engaging in competitive activities during the
term of his employment and thereafter until the later of (i)the
end of the initial three year term or any applicable one year
extension and (ii)one year following Mr.Johnsruds termination of
employment.

The foregoing description of the Amended Employment Agreement is
only a summary and does not purport to be a complete description
of the terms and conditions under the Amended Employment
Agreement, and such description is qualified in its entirety by
reference to the full text of the Amended Employment Agreement, a
copy of which is filed as Exhibit 10.2 to this Form 8-K and is
incorporated by reference into this Item5.02.

On May1, 2017, the Company issued a press release announcing that
it had commenced the Solicitation on April28, 2017 and filed the
Plan on May1, 2017, a copy of which is furnished hereto as
Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item7.01 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 liability of such
section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended (the Securities Act), or the Exchange Act, except as
shall be expressly set forth by specific reference in such a
filing.

On May 1, 2017, the Company notified the OTCQB U.S. Market (the
OTCQB) that it had filed the Plan and commenced the chapter 11
cases. As an issuer may not be listed on the OTCQB if it is
subject to bankruptcy or reorganization proceedings, the OTCQB
will remove the Company from listing on the OTCQB and the Company
will be moved to and continue trading on the OTC Pink Open Market
(the OTC Pink). The Company expects its securities to begin
trading on the OTC Pink beginning on May2, 2017.

Cautionary Note Regarding Forward-Looking
Statements

This Form 8-K and the exhibits hereto contain forward-looking
statements within the meaning of Section27A of the Securities
Act, and Section21E of the Exchange Act. 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 or the
exhibits hereto are based on information available to us as of
the date of this Form 8-K, or the date of the applicable exhibit,
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: risks and uncertainties associated with the restructuring
process, including our inability to obtain confirmation of a plan
under chapter 11 of the Bankruptcy Code; failure to successfully
consummate the restructuring to improve our liquidity and
long-term capital structure, and to address our debt service
obligations; failure to timely satisfy certain conditions and
milestones under the RSA (as amended) or the Plan; our inability
to maintain relationships with suppliers, customers, employees
and other third parties as a result of our chapter 11 filing;
difficulties encountered in restructuring our debt in the chapter
11 bankruptcy proceeding, including our ability to obtain
approval of the Bankruptcy Court with respect to motions or other
requests made to the Bankruptcy Court, including maintaining
strategic control as debtor-in-possession; the Bankruptcy Courts
rulings in our chapter 11 cases and the outcome of our chapter 11
cases in general; the effects of the restructuring on the Company
and the interests of various constituents, including the holders
of our common stock and 2018 Notes and 2021 Notes; the length of
time that the Company will operate under chapter 11 protection
and the availability of financing during the pendency of the
proceedings; compliance with the terms of the agreements
governing our debtor-in-possession financing; risks associated
with third-party motions in the chapter 11 cases, which may
interfere with the Companys ability to develop and consummate the
Plan; potential impact of litigation; uncertainty relating to
successful negotiation, execution and consummation of all
necessary definitive agreements in connection with our strategic
initiatives; whether certain markets grow as anticipated; pricing
pressures; current and projected future uncertainties in
commodities markets, including low oil and/or natural gas prices;
changes in customer drilling and completion activities and
capital expenditure plans; shifts in production in shale areas
where we operate and/or shale areas where we currently do not
have operations; control of costs and expenses, including
uncertainty regarding the ability to successfully implement
cost-management initiatives; liquidity and access to capital; and
the competitive and regulatory environment. The forward-looking
statements contained, or incorporated by reference, in this Form
8-K or the exhibits hereto are also subject generally to other
risks and uncertainties that are described from time to time in
the Companys filings with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
reflect managements views as of the date of this Form 8-K or the
applicable exhibit. 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 Companys
filings with the SEC, including the Annual Report on Form 10-K
for the fiscal year ended December31, 2016, as well as Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K.

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 up +0.0017 at 0.0430 with shares trading hands.