Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - Nuverra Environmental Solutions, Inc. | d636783dex992.htm |
| EX-99.1 - EX-99.1 - Nuverra Environmental Solutions, Inc. | d636783dex991.htm |
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): October 5, 2018
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33816 | 26-0287117 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 6720 N. Scottsdale Road, Suite #190, Scottsdale, Arizona | 85253 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
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.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
☐ Emerging growth company
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 7.01 | Regulation FD Disclosure. |
On October 5, 2018, Nuverra Environmental Solutions, Inc. (“Nuverra” or the “Company”) issued a press release announcing that it has acquired Clearwater Solutions and that it will host a conference call with investors to discuss the acquisition of Clearwater Solutions at 8:30 a.m. EST on Monday, October 8, 2018. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On October 5, 2018, Nuverra also made available on its website at www.nuverra.com, under “Investors”, an investor presentation dated October 5, 2018 relating to the acquisition of Clearwater Solutions that the Company intends to use during its conference call with investors to discuss the acquisition. A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, and including Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. The contents of any URLs referenced in the press release are not incorporated into this Current Report on Form 8-K or any other filings with the Securities and Exchange Commission.
The information contained in the investor presentation is summary information that should be considered in the context of materials filed with, or furnished to, the Securities and Exchange Commission by the Company and other public announcements that the Company may make by news release or otherwise from time to time. The investor presentation speaks only as of the date of this Current Report on Form 8-K. While the Company may elect to update the investor presentation in the future to reflect events and circumstances occurring or existing after the date of this Current Report, the Company expressly disclaims any obligation to do so and cautions that the information set forth therein is only accurate as of the date indicated on such materials.
By filing this Current Report on Form 8-K and furnishing the investor presentation, the Company makes no admission or representation as to the materiality of any information in this Current Report or the investor presentation. The investor presentation may contain forward-looking statements. See Page 2 of the investor presentation for a discussion of certain forward-looking statements that may be included therein and the risks and uncertainties related thereto. Other important risks and uncertainties that may affect the Company’s business, results of operations and financial position are discussed in its most recently filed Annual Report on Form 10-K and in its Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other Securities and Exchange Commission filings. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to any forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated October 5, 2018 | |
| 99.2 | Investor Presentation, dated October 5, 2018 | |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated October 5, 2018 | |
| 99.2 | Investor Presentation, dated October 5, 2018 | |
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.
| NUVERRA ENVIRONMENTAL SOLUTIONS, INC. | ||||||
| Date: October 5, 2018 | By: | /s/ Joseph M. Crabb | ||||
| Name: | Joseph M. Crabb | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||