HOUSTON, TX – February 11, 2022 – Nuverra Environmental Solutions, Inc. (“Nuverra”) (NYSE American: NES) today announced that it has submitted written notice to the New York Stock Exchange (the “NYSE”) of its intention to voluntarily delist its common stock, $0.01 par value, from the NYSE American pending the successful closing of the acquisition by Select Energy Services, Inc. (“Select”) (NYSE: WTTR) of Nuverra by way of merger (the “Closing”).
As previously announced, Nuverra entered into an Agreement and Plan of Merger, dated as of December 12, 2021 (the “Merger Agreement”), by and among Nuverra, Select and certain subsidiaries of Select, providing for (i) the merger of a direct wholly owned subsidiary of Select with and into Nuverra, with Nuverra surviving the merger as a direct wholly owned subsidiary of Select (the “Initial Merger” and the surviving entity, the “Surviving Corporation”), and (ii) immediately following the Initial Merger, the merger of the Surviving Corporation with and into an indirect wholly owned subsidiary of Select (“Holdco”), with Holdco surviving the merger as an indirect wholly owned subsidiary of Select (the “Subsequent Merger” and, together with the Initial Merger, the “Mergers”).
Upon the Closing, subject to the satisfaction or waiver of all Closing conditions, Nuverra intends to have the NYSE American file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about February 23, 2022 to delist its common stock. Also in connection with the Closing, Nuverra intends to file a Form 15 with the SEC on or about March 7, 2022, or at least ten days after the filing of Form 25, in order to terminate the registration of Nuverra’s common stock under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to notify the SEC of the automatic suspension of its public reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
Pursuant to the Merger Agreement, upon consummation of the Mergers: (i) each share of Nuverra’s common stock then issued and outstanding will be converted into the right to receive a number of shares of Class A common stock of Select, par value $0.01 per share (“Select Class A Common Stock”), equal to 0.2551 per share (the “Exchange Ratio”) and (ii) the holders of the 118,137 warrants exercisable for shares of Nuverra common stock (“Nuverra Warrants”) shall, upon the exercise of such Nuverra Warrants and payment of the exercise price therefor, have the right to acquire and receive the number of shares of Select Class A Common Stock that would have been issued by means of a cash exercise immediately prior to the effective time of the Initial Merger (the “Effective Time”), and receive a number of shares of Select Class A Common Stock equal to the Exchange Ratio. Certain other equity awards covering Nuverra’s common stock will be canceled and/or converted into: (x) the right to receive a number of shares of Select Class A Common Stock equal to the product of (1) the number of shares of Nuverra common stock subject to each such award immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio; or (y) comparable awards covering Select Class A Common Stock, as applicable and in accordance with the terms of the Merger Agreement.
As a result of the Mergers, a trading market for Nuverra’s common stock will no longer exist. In addition, upon the delisting, Nuverra will qualify to terminate the registration of its common stock under Section 12 of the Exchange Act and exit the SEC periodic reporting system. The common stock will not be listed or registered on another national securities exchange or for quotation in a quotation medium. As of the date of the filing of the Form 15, Nuverra’s obligation to file certain reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended, and other filing requirements will terminate upon the effectiveness of the deregistration, which should occur 90 days after the filing of the Form 15.
About Nuverra Environmental Solutions, Inc.
Nuverra provides water logistics and oilfield services to customers focused on the development and ongoing production of oil and natural gas from shale formations in the United States. Nuverra’s services include the delivery, collection, and disposal of solid and liquid materials that are used in and generated by the drilling, completion, and ongoing production of shale oil and natural gas. Nuverra provides a suite of solutions to customers who demand safety, environmental compliance and accountability from their service providers. For more information, please visit Nuverra’s website at https://www.nuverra.com.
Cautionary Statement Regarding Forward-Looking Statements
All statements in this communication other than statements of historical facts are forward-looking statements which contain current expectations about future results. Statements using words such as “believe,” “expect,” “will,” “estimate” and other similar expressions help identify forward-looking statements. Although Nuverra and Select believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable, Nuverra and Select can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. These risks and uncertainties include the risks that the proposed transaction may not be consummated or the benefits contemplated therefrom may not be realized. Additional risks include: the satisfaction of the conditions to the consummation of the proposed transaction, the ability of Select to successfully integrate Nuverra’s operations and employees and realize anticipated synergies and cost savings, the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers, competitors and credit rating agencies, and volatility in the price of oil, natural gas, and natural gas liquids. Factors that could materially impact such forward-looking statements include, but are not limited to: the severity and duration of world health events, including the COVID-19 pandemic, related economic repercussions and the resulting severe disruption in the oil and gas industry and negative impact on demand for oil and gas; actions by the members of OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with supply limitations; operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of employees, remote work arrangements, performance of contracts and supply chain disruptions; the level of capital spending and access to capital markets by oil and gas companies, including significant recent reductions and potential additional reductions in capital expenditures by oil and gas producers in response to commodity prices and dramatically reduced demand; trends and volatility in oil and gas prices, and the ability to manage through such volatility; and other factors discussed in more detail in filings made by Nuverra and Select with the SEC. Actual results and outcomes may differ materially from those expressed in such forward-looking statements. Investors should not place undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and Nuverra and Select undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.
Additional Information and Where to Find It
In connection with the proposed transaction, Select filed the Registration Statement, including a consent statement/prospectus of Select and Nuverra, with the SEC on January 6, 2022, and the Registration Statement was declared effective on January 19, 2022. The consent statement/prospectus was filed by Nuverra with the SEC on January 25, 2022. INVESTORS AND SECURITY HOLDERS OF SELECT AND NUVERRA ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND CONSENT STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY SELECT AND NUVERRA WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND THE RISKS ASSOCIATED WITH THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the consent statement/prospectus and other relevant documents filed by Select and Nuverra with the SEC from the SEC’s website at www.sec.gov. Security holders and other interested parties may also obtain, without charge, a copy of the consent statement/prospectus and other relevant documents from http://www.nuverra.com under the tab “Investors” and then under the heading “SEC Filings.”
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Nuverra, Select and their respective directors, executive officers and other members of management may be deemed to be participants in the solicitation of consents in connection with the proposed transaction. Information regarding the directors and executive officers of Nuverra is contained in Nuverra’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 16, 2021, Nuverra’s Annual Report on Form 10-K/A for the year ended December 31, 2020, which was filed with the SEC on April 26, 2021, Nuverra’s definitive proxy statement for the 2021 annual meeting of stockholders filed with the SEC on May 17, 2021, each of which is attached as an annex to the Registration Statement and consent statement/prospectus, and certain of its Current Reports on Form 8-K. You can obtain a free copy of these documents at the SEC’s website at http://www.sec.gov or by accessing Nuverra’s website at http://www.nuverra.com. Information regarding the directors and executive officers of Select is contained in Select’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 24, 2021, Select’s definitive proxy statement for the 2021 annual meeting of stockholders filed with the SEC on March 25, 2021, each of which is attached as an annex to the Registration Statement and consent statement/prospectus, and certain of its Current Reports on Form 8-K. You can obtain a free copy of these documents at the SEC’s website at www.sec.gov or by accessing Select’s website at http://www.selectenergy.com. Additional information regarding the interests of participants in the solicitation of consents in connection with the proposed transaction is included in the consent statement/prospectus.