SEC Form SC 13D/A filed by Nuverra Environmental Solutions Inc. (Amendment)
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
|
Under the Securities Exchange Act of 1934 (Amendment No. 1) | |
|
Nuverra Environmental Solutions, Inc. | |
| (Name of Issuer) | |
|
Common Stock, $0.01 par value | |
| (Title of Class of Securities) | |
|
67091K302 | |
| (CUSIP Number) | |
|
Gates Capital Management, Inc. 1177 Avenue of the Americas, 46th Floor New York, New York 10036
with a copy to: Eleazer Klein, Esq. Adriana Schwartz, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
February 23, 2022 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]
(Page 1 of 7 Pages)
______________________________
* 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.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 67091K302 | SCHEDULE 13D/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON GATES CAPITAL MANAGEMENT, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 -0- | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER -0- | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |||
| 14 |
TYPE OF REPORTING PERSON IA, PN | |||
CUSIP No. 67091K302 | SCHEDULE 13D/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON GATES CAPITAL MANAGEMENT GP, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 -0- | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER -0- | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
CUSIP No. 67091K302 | SCHEDULE 13D/A | Page 4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON GATES CAPITAL MANAGEMENT, INC. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 -0- | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER -0- | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |||
| 14 |
TYPE OF REPORTING PERSON CO, HC | |||
CUSIP No. 67091K302 | SCHEDULE 13D/A | Page 5 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON JEFFREY L. GATES | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER -0- | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER -0- | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 67091K302 | SCHEDULE 13D/A | Page 6 of 7 Pages |
| This Amendment No. 1 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on December 22, 2021, by Gates Capital Management, L.P., Gates Capital Management GP, LLC, Gates Capital Management, Inc. and Jeffrey L. Gates (the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. This Amendment No. 1 is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons. As a result of the consummation of the Transactions (as defined below), the Reporting Persons no longer beneficially own any shares of Common Stock. |
| Item 4. | PURPOSE OF TRANSACTION |
| On February 23, 2022, the Issuer consummated the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions”), dated December 12, 2021, by and among the Issuer, Select, Merger Sub, and Holdco LLC. In connection with the Transactions, (a) Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation, and, immediately thereafter, such surviving corporation was merged with and into Holdco LLC, with Holdco LLC continuing as the surviving entity and a wholly owned subsidiary of Navy Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of Select, and (b) each share of Common Stock was converted into the right to receive a number of shares of class A common stock of Select, par value $0.01 per share (“Select Common Stock”), equal to 0.2551 per share of Common Stock. As a result of the Transactions, the Reporting Persons no longer beneficially own any shares of Common Stock. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) Clauses (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: |
| (a) and (b) As a result of the Transactions, the Reporting Persons ceased to beneficially own any shares of Common Stock. |
| (c) Other than as described in Item 4 above, the Reporting Persons have not effected any transactions in the shares of Common Stock since the filing of the Schedule 13D. |
| (d) Not applicable |
| (e) February 23, 2022 |
CUSIP No. 67091K302 | SCHEDULE 13D/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 25, 2022.
| Gates Capital Management, L.P. | ||
| By: Gates Capital Management GP, LLC, its general partner | ||
| By: Gates Capital Management, Inc., its managing member | ||
| By: | /s/ Jeffrey L. Gates | |
| Jeffrey L. Gates | ||
| President | ||
| Gates Capital Management GP, LLC | ||
| By: Gates Capital Management, Inc., its managing member | ||
| By: | /s/ Jeffrey L. Gates | |
| Jeffrey L. Gates | ||
| President | ||
| Gates Capital Management, Inc. | ||
| By: | /s/ Jeffrey L. Gates | |
| Jeffrey L. Gates | ||
| President | ||
| By: | /s/ Jeffrey L. Gates | |
| Jeffrey L. Gates | ||