* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
1. | Names of reporting persons Mark D. Johnsrud | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds OO | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨ | |||||
6. | Citizenship or place of organization United States | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 29,948,539 | ||||
8. | Shared voting power 98,889,375 | |||||
9. | Sole dispositive power 29,948,539 | |||||
10. | Shared dispositive power 98,889,375 | |||||
11. | Aggregate amount beneficially owned by each reporting person 128,837,914 (1) | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨ | |||||
13. | Percent of class represented by amount in Row (11) 86.10% (1) | |||||
14. | Type of reporting person IN |
(1) | Based upon 149,637,311 shares of Common Stock outstanding as of July 31, 2016 as reported in Nuverra Environmental Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016. |
1. | Names of reporting persons JPJ LP | ||||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x | ||||||
3. | SEC use only | ||||||
4. | Source of funds OO | ||||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨ | ||||||
6. | Citizenship or place of organization Delaware | ||||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | |||||
8. | Shared voting power 655,000 | ||||||
9. | Sole dispositive power 0 | ||||||
10. | Shared dispositive power 655,000 | ||||||
11. | Aggregate amount beneficially owned by each reporting person 655,000 | ||||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨ | ||||||
13. | Percent of class represented by amount in Row (11) 0.44% (1) | ||||||
14. | Type of reporting person PN |
(1) | Based upon 149,637,311 shares of Common Stock outstanding as of July 31, 2016 as reported in Nuverra Environmental Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016. |
1. | Names of reporting persons Badlands Capital, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds OO | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨ | |||||
6. | Citizenship or place of organization Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 655,000 | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 655,000 | |||||
11. | Aggregate amount beneficially owned by each reporting person 655,000 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨ | |||||
13. | Percent of class represented by amount in Row (11) 0.44% (1) | |||||
14. | Type of reporting person OO |
(1) | Based upon 149,637,311 shares of Common Stock outstanding as of July 31, 2016 as reported in Nuverra Environmental Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016. |
1. | Names of reporting persons Badlands Development II, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x | |||||
3. | SEC use only | |||||
4. | Source of funds OO | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e). ¨ | |||||
6. | Citizenship or place of organization Delaware | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power 0 | ||||
8. | Shared voting power 98,234,375 | |||||
9. | Sole dispositive power 0 | |||||
10. | Shared dispositive power 98,234,375 | |||||
11. | Aggregate amount beneficially owned by each reporting person 98,234,375 | |||||
12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨ | |||||
13. | Percent of class represented by amount in Row (11) 65.65% (1) | |||||
14. | Type of reporting person OO |
(1) | Based upon 149,637,311 shares of Common Stock outstanding as of July 31, 2016 as reported in Nuverra Environmental Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016. |
(a) | This Amendment is filed by Mark D. Johnsrud. |
(b) | The principal business address of the Reporting Person is c/o Nuverra Environmental Solutions, Inc., 14624 N. Scottsdale Road, Suite 300, Scottsdale, Arizona 85254. |
(c) | The Reporting Person’s principal occupation is Chief Executive Officer and Chairman of the Board of Directors of the Company. The Company is principally engaged in the provision of total environmental solutions, including delivery, collection, treatment, recycling, and disposal of water, wastewater, waste fluids, hydrocarbons, and restricted solids that are part of the drilling, completion, and ongoing production of shale oil and natural gas. The Company’s address is 14624 N. Scottsdale Road, Suite 300, Scottsdale, Arizona 85254. |
(d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws |
(f) | The Reporting Person is a citizen of the United States. |
• | Amendment of the Company’s asset-based revolving credit facility to (i) reduce the commitment from $125 million to $100 million, (ii) amend certain rates and covenants, and (iii) permit the transactions contemplated by the Restructuring, among other amendments. |
• | Pursuant to the Exchange Offer, the issuance to tendering holders of the 2018 Notes of (i) $327,221,000 aggregate principal amount of new Second-Lien Notes due 2021 (the “2021 Notes”) under a new indenture to those holders electing to exchange their 2018 Notes for 2021 Notes, (ii) $908,000 in shares of common stock at a conversion price per share of $0.32 (the “Conversion Price”), which resulted in the issuance of 2,837,500 shares of Common Stock (the “Exchange Offer Shares”) to those holders electing to exchange their 2018 Notes for Common Stock, and (iii) 10-year penny warrants (the “Exchange Warrants”) to purchase 10% of the outstanding shares of Common Stock, on a fully diluted basis after taking into account the Common Stock to be issued in connection with the Johnsrud Equity Conversion and the Rights Offering, and the issuance of the Exchange Offer Shares, subject only to dilution by the shares issued or to be issued in connection with a new management incentive plan expected to be implemented. |
• | Entered into a new last out first lien term loan in the aggregate amount of $24.0 million (the “Term Loan”) and in connection therewith the Company issued 10-year penny warrants to the lenders under the Term Loan (the “Term Loan Warrants” and, together with the Exchange Warrants, the “warrants”) to purchase 5% of the outstanding shares of common stock, on a fully diluted basis after taking into account the Common Stock to be issued in connection with the Johnsrud Equity Conversion and the Rights Offering, and the issuance of the Exchange Offer Shares, subject only to dilution by the shares issued or to be issued in connection with a new management incentive plan expected to be implemented. |
(i) | The Reporting Person is the beneficial owner of 128,837,914 shares of Common Stock, constituting approximately 86.10% of the Company’s outstanding shares of Common Stock. The Reporting Person has sole power to vote and direct the vote of 29,948,539 shares of Common Stock, subject to the First Amendment to Escrow Agreement, which requires the Escrow Shares to be voted for and against any matters submitted to the Company’s stockholders in the same proportion as the vote of the Common Stock of the Company on any such matter. The Reporting Person has the sole power to dispose and direct the disposition of 29,948,539 shares of Common Stock. The Reporting Person has shared power to vote and direct the vote, and shared power to dispose and direct the disposition, of 98,889,375 shares of Common Stock, of which such power is shared with respect to 655,000 shares of Common Stock shared with the General Partner and the LP and 98,234,375 shares of Common Stock shared with Badlands Development. |
(ii) | The last sentence of Item 5(a)-(b)(ii) is hereby amended and restated to read as follows: “The Transferred Shares constitute approximately 0.44% of the Company’s outstanding shares of Common Stock.” | |
(iii) | The Reporting Person owns 100% of the units and acts as the sole Managing Member of Badlands Development. The Reporting Person and Badlands Development are deemed to have shared power to vote or to director the vote, and shared power to dispose or direct the disposition, of 98,234,375 shares of Common Stock, constituting 65.65% of the Company’s outstanding shares of Common Stock. |
(c) | Other than as discussed in Item 3 and Item 4 of this Amendment, the Reporting Person has not effected any transactions in the Common Stock of the Company during the sixty days prior to the date of this Amendment. Each of the General Partner, the LP, and Badlands Development have not effected any transactions in the Common Stock of the Company during the sixty days prior to the date of this Amendment. |
(d) | Not applicable. |
(e) | Not applicable. |
6. | Warrant Agreement (Exchange), dated as of April 15, 2016, among Nuverra Environmental Solutions, Inc., Mark D. Johnsrud, and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2016). |
7. | Warrant Agreement (Term Loan), dated as of April 15, 2016, among Nuverra Environmental Solutions, Inc., Mark D. Johnsrud, and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2016). |
8. | Restructuring and Support Agreement, dated March 11, 2016, by and among Nuverra Environmental Solutions, Inc., certain subsidiaries of Nuverra Environmental Solutions, Inc., the Supporting Holders, and Mark D. Johnsrud (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 14, 2016). |
Dated: August 29, 2016 | /s/ Mark D. Johnsrud | |||||
Mark D. Johnsrud | ||||||
JPJ LP | ||||||
By: Badlands Capital, LLC, its general partner | ||||||
/s/ Mark D. Johnsrud | ||||||
Name: | Mark D. Johnsrud | |||||
Title: | Manager | |||||
Badlands Development II, LLC | ||||||
/s/ Mark D. Johnsrud | ||||||
Name: | Mark D. Johnsrud | |||||
Title: | Manager | |||||
Badlands Capital, LLC | ||||||
/s/ Mark D. Johnsrud | ||||||
Name: | Mark D. Johnsrud | |||||
Title: | Manager |