Daily News: February 4, 2014

Wells, RBS, BofA Arrange Nuverra $200MM Revolver

Nuverra Environmental Solutions announced that it converted its existing bank credit facility into a $200 million revolving credit facility designed to enhance liquidity and financial flexibility, as well as reduce the company’s overall cost of debt.

All of the lead banks in the current facility participated in the revised facility. Wells Fargo Bank served as the joint lead arranger, joint bookrunner and the administrative agent and RBS Citizens and Bank of America both served as joint lead arrangers and joint bookrunners.

The revised facility amends the company’s existing facility and will be used to replace debt drawn under the existing facility and support ongoing working capital needs and other general corporate purposes, including growth initiatives and the potential repurchase of a portion of the company’s currently outstanding 9.875% senior notes due 2018.

The $200 million revised facility also includes a $25 million accordion feature. The revised facility does not include various financial covenants contained in the existing facility, such as maximum total leverage and minimum interest coverage ratios. The revised facility contains a 3.0x maximum ratio of senior secured debt to adjusted EBITDA covenant, among other customary covenants. The company’s $400 million senior notes are not secured and thus not included in the senior secured debt ratio covenant calculation.

Jay Parkinson, EVP & CFO, said, “On our third-quarter 2013 earnings conference call, we outlined several key initiatives we were taking to strengthen our balance sheet and position us for future growth in our core shale solutions business. These steps included restructuring our credit facility and divesting our Industrial Solutions segment. This revision of our facility represents the first pillar of our strategy and provides us additional financial flexibility to execute on our growth plan and potentially repurchase a portion of our Senior Notes to reduce our overall cost of debt. We are very pleased that all of our lead banks participated in this revised facility and appreciate their ongoing support.”

The revised facility, which matures at the earlier of five years from closing date or 90 days prior to the maturity of other material indebtedness including the senior notes due 2018, is secured by substantially all of the company’s assets. Pricing is based on a grid depending on excess availability, ranging from LIBOR + 1.75% to LIBOR + 2.50%, with anticipated pricing at close of LIBOR + 2.25%. The availability of the facility is determined by a borrowing base formula determined by advance rates against the company’s accounts receivable and equipment. The full $200 million facility will be immediately available to the company, based on the borrowing base as of the closing date. In addition, the company’s borrowing base as of the closing date would be sufficient to support further expansion of the facility up to the full $25 million accordion feature, subject to the satisfaction of the other terms and conditions contained in the credit documents.

Nuverra Environmental Solutions provides environmental solutions to customers in energy and industrial end-markets.