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): April 20, 2017

Nuverra Environmental Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s 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.):

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).

Restructuring Support Agreement Amendment

On April 20, 2017, Nuverra Environmental Solutions, Inc. (the “Company”) and its subsidiaries (the Company and its subsidiaries, collectively, “Nuverra”) entered into a First Amendment to Restructuring Support Agreement (the “RSA Amendment”) with the holders of over 80% (the “Supporting Noteholders”) of the Company’s outstanding 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the “2021 Notes”), which amends the Restructuring Support Agreement, dated as of April 9, 2017, by and among Nuverra and the Supporting Noteholders (the “RSA”). The RSA Amendment amends the RSA by extending the date by which Nuverra is required to commence a solicitation of votes for its prepackaged plan of reorganization under chapter 11 of the United States Bankruptcy Code (the “Plan”) from April 20, 2017 to April 28, 2017 and extending the date Nuverra is required to commence the chapter 11 cases from April 24, 2017 to May 1, 2017.

The foregoing description of the RSA Amendment is only a summary and does not purport to be a complete description of the terms and conditions under the RSA Amendment, and such description is qualified in its entirety by reference to the full text of the RSA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Term Loan Credit Agreement Amendment

On April 24, 2017 (the “Ninth Amendment Effective Date”), the Company entered into an Ninth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Ninth 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 Bank, National Association (“Wells Fargo”), as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Credit Agreement, dated April 15, 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 $69,320,000 to $75,370,000 (the “Ninth Amendment Additional Term Commitment”). The Ninth Amendment Additional Term Commitment is in partial satisfaction of the requirement to fund Supplemental Term Loans (as defined in the Fifth Amendment to Term Loan Credit Agreement).

Pursuant to the Ninth Term Loan Agreement Amendment, the Company is required to use a portion of the net cash proceeds of the Ninth Amendment Additional Term Commitment of $6.05 million to pay the fees, costs and expenses incurred in connection with the Ninth Term Loan Agreement Amendment. 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. The Company intends to use the additional liquidity provided by the Ninth Amendment Additional Term Commitment to fund its business operations until the filing of the Plan.

As a condition to the effectiveness of the Ninth Term Loan Agreement Amendment, the Company was required to enter into a letter agreement with the agent under the Company’s asset-based lending facility (the “ABL Facility”) providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Ninth Amendment Additional Term Commitment deposited in the Company’s Master Account (as defined in the ABL Facility), subject to the terms of such letter agreement.

The Ninth Term Loan Agreement Amendment requires the Company, among other things, to (i) comply with the terms and conditions of the RSA; and (ii) within 5 days of the Ninth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under the Company’s Term Loan Agreement and to pay all premiums for such title policies.

The foregoing description of the Ninth Term Loan Agreement Amendment is only a summary and does not purport to be a complete description of the terms and conditions under the Ninth Term Loan Agreement Amendment, and such description is qualified in its entirety by reference to the full text of the Ninth Term Loan Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Letter Agreement Regarding Ninth Amendment Additional Term Commitment

On April 24, 2017, in connection with the Ninth Term Loan Agreement Amendment, the Company and Wells Fargo entered into a letter agreement regarding the Ninth Amendment Additional Term Commitment (the “Ninth Amendment Letter Agreement”). Pursuant to the Ninth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Ninth Amendment Additional Term Commitment that are deposited in the Company’s Master Account, subject to the terms of such Ninth Amendment Letter Agreement. In addition, the Ninth Amendment Letter Agreement provides that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Ninth Amendment Additional Term Commitment, such Ninth Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders.

The foregoing description of the Ninth Amendment Letter Agreement is only a summary and does not purport to be a complete description of the terms and conditions under the Ninth Amendment Letter Agreement, and such description is qualified in its entirety by reference to the full text of the Ninth Amendment Letter Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Intercreditor Agreement Amendments

On April 24, 2017, in connection with the Ninth Term Loan Agreement Amendment, the Company acknowledged and agreed to the terms and conditions under Amendment No. 7 to Intercreditor Agreement (the “Seventh Pari Passu Intercreditor Agreement Amendment”), dated April 24, 2017, by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement, which further amends the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as pari passu collateral agent, Wells Fargo, as administrative agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement. On April 24, 2017, in connection with the Ninth Term Loan Agreement Amendment, the Company acknowledged and agreed to the terms and conditions under Amendment No. 7 to Intercreditor Agreement (the “Second Lien Intercreditor Agreement Seventh Amendment”), dated April 24, 2017, by and among Wells Fargo, as revolving credit agreement agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which further amends the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as administrative agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as collateral agent under the indenture governing the 2021 Notes. The Seventh Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Seventh Amendment permit the Ninth Amendment Additional Term Commitment by increasing the Term Loan Cap (as defined therein) from $76,252,000 to $82,907,000. The Term Loan Cap is higher than the commitment under the Term Loan Agreement, as it includes, in addition to the Term Loan Lenders’ commitment under the Term Loan Agreement, origination fees paid in kind and a 10% cushion.

The foregoing descriptions of the Seventh Pari Passu Intercreditor Agreement Amendment and Second Lien Intercreditor Agreement Seventh Amendment are only summaries and do not purport to be a complete description of the terms and conditions under the Seventh Pari Passu Intercreditor Agreement Amendment and Second Lien Intercreditor Agreement Seventh Amendment, and such descriptions are qualified in their entirety by reference to the full text of the Seventh Pari Passu Intercreditor Agreement Amendment and Second Lien Intercreditor Agreement Seventh Amendment, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

(d)

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.

EXHIBIT INDEX