0000895345-19-000005.txt : 20190102 0000895345-19-000005.hdr.sgml : 20190102 20190102171052 ACCESSION NUMBER: 0000895345-19-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181228 FILED AS OF DATE: 20190102 DATE AS OF CHANGE: 20190102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Associates II, LLC CENTRAL INDEX KEY: 0001703862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 19502534 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Opportunities Fund II(B), LP CENTRAL INDEX KEY: 0001497220 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 19502535 BUSINESS ADDRESS: STREET 1: C/O ASOF ASSOCIATES II, LLC, STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: C/O ASOF ASSOCIATES II, LLC, STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 FORMER NAME: FORMER CONFORMED NAME: American Securities Opportunities Fund II(B), LP DATE OF NAME CHANGE: 20100721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Opportunities Fund II, LP CENTRAL INDEX KEY: 0001482747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 19502536 BUSINESS ADDRESS: STREET 1: C/O ASOF ASSOCIATES II, LLC, STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: C/O ASOF ASSOCIATES II, LLC, STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 FORMER NAME: FORMER CONFORMED NAME: American Securities Opportunities Fund II, LP DATE OF NAME CHANGE: 20100129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe II Investments LLC CENTRAL INDEX KEY: 0001704285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 19502537 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Management LLC CENTRAL INDEX KEY: 0001704286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 19502538 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuverra Environmental Solutions, Inc. CENTRAL INDEX KEY: 0001403853 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6720 N. SCOTTSDALE ROAD STREET 2: SUITE 190 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 602-903-7802 MAIL ADDRESS: STREET 1: 6720 N. SCOTTSDALE ROAD STREET 2: SUITE 190 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann Corp DATE OF NAME CHANGE: 20111205 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann CORP DATE OF NAME CHANGE: 20070620 4 1 form4.xml X0306 4 2018-12-28 0001403853 Nuverra Environmental Solutions, Inc. NONE 0001704286 Ascribe Management LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 true 0001704285 Ascribe II Investments LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 true 0001482747 Ascribe Opportunities Fund II, LP 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 true 0001497220 Ascribe Opportunities Fund II(B), LP 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 true 0001703862 Ascribe Associates II, LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 true Common Stock 2018-12-28 4 X 0 1495607 9.61 A 6905566 D Common Stock 2018-12-28 4 P 0 116313 9.61 A 7021879 D Subscription Rights (Right to buy) 9.61 2018-12-28 4 X 0 1495607 0 D 2018-12-10 2018-12-28 Common Stock 1495607 0 D Represents the exercise of subscription rights in the Nuverra Environmental Solutions, Inc. ("Nuverra") rights offering, as described in Nuverra's prospectus dated December 10, 2018, 2018 (the "Rights Offering") by Ascribe II Investments LLC ("Fund II") and Ascribe III Investments LLC ("Fund III"), with each right entitling the holder to purchase one share of Nuverra's common stock, resulting in the purchase by Fund II and Fund III of 121,534 and 1,374,073 shares of Nuverra's common stock, respectively. Represents the purchase by Fund II and Fund III of 9,444 and 106,869 shares, respectively, of Nuverra's common stock, pursuant to the backstop commitment letter, dated October 5, 2018, filed as exhibit 10.11 to Nuverra's Current Report on Form 8-K filed with the SEC on October 11, 2018. Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. Ascribe Management LLC ("Ascribe Management") is the investment manager of Fund II (Fund II, together with Fund III, the "Funds"). The Funds hold common stock, par value $0.01, of the issuer. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Fund II. Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B). Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of its pecuniary interests. Due to the limitations of the Securities and Exchange Commission's EDGAR system, Ascribe Capital, American Securities, Fund III, Associates III, Opportunities III and Opportunities III(B), have filed a separate Form 4. Ascribe Management LLC, By: /s/ Lawrence First, as Managing Director 2019-01-02 Ascribe II Investments LLC, By Ascribe Management LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2019-01-02 Ascribe Opportunities Fund II, L.P., By Ascribe Management LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2019-01-02 Ascribe Opportunities Fund II (B), L.P., By Ascribe Management LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2019-01-02 Ascribe Associates II, LLC, By American Securities LLC, its managing member, By: /s/ Michael G. Fisch, as Chief Executive Officer 2019-01-02