Nuverra Environmental Solutions, Inc. (OTCMKTS:NESC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
DIP Revolving Facility Agreement
On May3, 2017 (the Effective Date), following authorization of
the United States Bankruptcy Court for the District of Delaware
(the Bankruptcy Court), Nuverra Environmental Solutions, Inc.
(the Company) closed a Debtor-in-Possession Credit Agreement (the
DIP Revolving Facility), dated as of April30, 2017, by and among
the Company, the lenders party thereto (the DIP Revolving
Facility Lenders), Wells Fargo Bank, National Association, as
administrative agent, and other agents party thereto, to which
the DIP Revolving Facility Lenders agreed to provide the Company
a secured revolving credit facility up to a maximum amount of
$31.5million to, among other things, refinance obligations under
the Companys prepetition asset-based lending facility, and to
finance the ongoing general corporate needs of the Company and
certain of its affiliates (the Nuverra Parties) during the course
of the chapter 11 proceedings.
A summary of the key features of the DIP Revolving Facility was
included in Item 1.01 (incorporated by reference from Item 1.03)
to our Current Report on Form 8-K filed on May1, 2017. That
description of the DIP Revolving Facility does not purport to be
complete and is qualified in its entirety by reference to the DIP
Revolving Facility, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K.
DIP Term Loan Agreement
Also on the Effective Date, following authorization of the
Bankruptcy Court, the Company closed a Debtor-in-Possession Term Loan
Credit Agreement (the DIP Term Loan Agreement), dated as of
April30, 2017, by and among the Company, the lenders party
thereto (the DIP Term Loan Lenders), and Wilmington Savings Fund
Society, FSB, as administrative agent, to which the DIP Term Loan
Lenders agreed to provide the Company with up to $12.5million in
financing in the form of an initial term loan in the amount equal
to $2.5million, 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.
A summary of the
key features of the DIP Term Loan Agreement was included in Item
1.01 (incorporated by reference from Item 1.03) to our Current
Report on Form 8-K filed on May1, 2017. That description of the
DIP Term Loan Agreement does not purport to be complete and is
qualified in its entirety by reference to the DIP Term Loan
Agreement, a copy of which is filed as Exhibit 10.2 to this
Current Report on Form 8-K.
| Item8.01. | Other Events. |
As previously
disclosed by the Company on its Current Report on Form
8-K filed on May1,
2017, the Nuverra Parties filed voluntary petitions under chapter
11 of the United States Bankruptcy Code in the Bankruptcy Court
to pursue prepackaged plans of reorganization (together, the
Plan). The Nuverra Parties chapter 11 cases are being jointly
administered under the caption In re Nuverra Environmental
Solutions, Inc., et al. (Case Nos. 17-10949 through
17-10962).
On May2, 2017, the Bankruptcy
Court entered an interim order (the DIP Order) in connection with
the filing of the Nuverra Parties chapter 11 cases and their
entry into debtor-in-possession financing agreements. The DIP
Order, among other things, authorized the Nuverra Parties to
(i)enter into, execute, and deliver the DIP Revolving Facility
and the DIP Term Loan Agreement, and (ii)borrow, on an interim
basis, $2.5million under the DIP Term Loan Agreement on the
Effective Date, $10million under the DIP Revolving Facility in
the aggregate, and $7.5million under the DIP Term Loan Agreement
in the aggregate (including the $2.5million initial advance on
the Effective Date) during the interim period before the
Bankruptcy Court considers entry of the DIP Order on a final
basis. The Bankruptcy Court set a hearing for May31, 2017 to
consider approval of the DIP Order on a final
basis.
As previously disclosed by the
Company on its Current Report on Form 8-K filed on May1, 2017,
the Company notified the OTCQB U.S. Market (the OTCQB) on May1,
2017 that it had filed the Plan and commenced the chapter 11
cases. As a result of the filing of the chapter 11 cases, on
May2, 2017, the Company was removed from listing on the OTCQB and
began trading on the OTC Pink Marketplace as
NESCQ.
| Item9.01. | Financial Statements and Exhibits. |
(d)
Exhibits
|
Exhibit Number |
Description |
|
| 10.1 |
Debtor in Possession Credit Agreement, dated as of April30, 2017, by and among the Company, DIP Revolving Facility Lenders, Wells Fargo Bank, National Association, as administrative agent, and other agents party thereto |
|
| 10.2 |
Debtor in Possession Term Loan Credit Agreement, dated as of April30, 2017, by and among the Company, DIP Term Loan Lenders, Wilmington Savings Fund Society, FSB, as administrative agent |
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 -0.0048 at 0.0202 with shares trading hands.