Nuverra Environmental Solutions, Inc.
|
(Name of Issuer)
|
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
|
67091K302
|
(CUSIP Number)
|
|
Eric L. Schondorf
Ascribe Capital LLC
299 Park Avenue, 34th Floor
New York, NY 10171
(212) 476-8000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
December 28, 2018
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 67091K302
|
13D
|
Page 2
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Capital LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.31%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as Exhibit
99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 3
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
American Securities LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
7,021,879
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,021,879
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,021,879
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.97%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as
Exhibit 99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 4
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe III Investments LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.31%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as Exhibit
99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 5
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Opportunities Fund III, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.31%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as
Exhibit 99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Opportunities Fund III(B), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.31%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as Exhibit
99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Associates III, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,451,282
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.31%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January
3, 2019, filed as Exhibit 99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 8
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Management LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
570,597
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
570,597
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
570,597
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.65%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as Exhibit
99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 9
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe II Investments LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
570,597
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
570,597
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
570,597
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.65%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January
3, 2019, filed as Exhibit 99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 10
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Opportunities Fund II, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
570,597
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
570,597
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
570,597
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.65%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as Exhibit
99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 11
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Opportunities Fund II(B), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
570,597
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
570,597
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
570,597
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.65%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as
Exhibit 99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
CUSIP No. 67091K302
|
13D
|
Page 12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Associates II, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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
|
|
|
||
570,597
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
570,597
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
570,597
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.65%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated
January 3, 2019, filed as Exhibit 99.1 to the Issuer’s Form 8-K filed on January 3, 2019.
|
(a)
|
This Schedule 13D is being filed jointly by the following (each a “Reporting Person,” and,
collectively, the “Reporting Persons”):
|
||
(i)
|
Ascribe Capital LLC (“Ascribe
Capital”);
|
||
(ii)
|
American Securities LLC (“American
Securities”);
|
||
(iii)
|
Ascribe III Investments LLC (“Fund
III”);
|
||
(iv)
|
Ascribe Opportunities Fund III (“Opportunities III”);
|
||
(v)
|
Ascribe Opportunities Fund III(B), L.P. (“Opportunities III(B)”);
|
||
(vi)
|
Ascribe Associates III LLC (“Associates
III”);
|
||
(vii)
|
Ascribe Management LLC (“Ascribe
Management”);
|
||
(viii)
|
Ascribe II Investments LLC (“Fund
II” and, together with Fund III, the “Ascribe Funds”);
|
||
(ix)
|
Ascribe Opportunities Fund II, L.P. (“Opportunities II”);
|
||
(x)
|
Ascribe Opportunities Fund II(B), L.P. (“Opportunities II(B)”); and
|
||
(xi)
|
Ascribe Associates II LLC (“Associates
II”).
|
||
Fund II is the record owner of 570,597 shares of the Common Stock, and Fund III is the record owner of 6,451,282 shares of the Common
Stock. Ascribe Capital is the investment manager of Fund III. Ascribe Management is the investment manager of Fund II. American Securities is the 100% owner of Ascribe Capital and Ascribe Management. Opportunities III and Opportunities
III(B) are the sole members of Fund III. Associates III is the general partner of Opportunities III and Opportunities III(B). Opportunities II and Opportunities II(B) are the sole members of Fund II. 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 reported herein.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of January 7, 2019, a copy of which is attached hereto as
Exhibit 1.
|
|||
(b)
|
The address of the principal business office of each of the Reporting Persons is 299 Park Avenue, 34th Floor, New York, NY
10171.
|
||
(c)
|
The principal business of each of Ascribe Capital, Fund II and Fund III is to invest in the securities of companies that may be stressed
or undergoing operations, financial, or other challenges, and in securities trading at a discount to intrinsic value. The principal business of American Securities is to provide investment advisory services to a series of private funds.
|
||
(d)
|
During the last five years, none of the Reporting Persons or any of their respective executive officers or directors has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
||
(e)
|
During the last five years, none of the Reporting Persons or any of their respective executive officers or directors was 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)
|
Ascribe Capital, American Securities, Fund III, Associates III, Ascribe Management, Fund II and Associates II are each limited liability
companies organized under the laws of the State of Delaware. Opportunities II, Opportunities II(B), Opportunities III and Opportunities III(B) are each limited partnerships organized under the laws of the State of Delaware.
|
(a)
|
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by
reference. The Reporting Persons beneficially own the Common Stock reported herein. There were 15,614,981 shares of Common Stock outstanding, as reported in the Press Release, dated January 3, 2019, filed as Exhibit 99.1 to the Issuer’s Form 8-K filed on January 3, 2019. The shares of Common Stock reported herein represent approximately 44.97% of the outstanding Common Stock.
|
(b)
|
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by
reference. Fund II beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 570,597 shares of Common Stock, representing 3.65% of the outstanding shares of
Common Stock. Ascribe Management, as the investment manager to Fund II, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 570,597 shares of Common Stock,
representing 3.65% of the outstanding shares of Common Stock.
Fund III beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the
disposition of, 6,451,282 shares of Common Stock, representing 41.31% of the outstanding shares of Common Stock. Ascribe Capital, as the investment manager to Fund III, beneficially owns and has the shared power to vote or direct the vote
of, and the shared power to dispose or direct the disposition of, 6,451,282 shares of Common Stock, representing 41.31% of the outstanding shares of Common Stock.
American Securities, as the sole owner of both Ascribe Management and Ascribe Capital, beneficially owns, and has the shared power to
vote or direct the vote of, and the shared power to dispose or direct the disposition of, 7,021,879 shares of Common Stock, representing 44.97% of the outstanding shares of Common Stock.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of
the Act, the beneficial owner of the Common Stock reported herein.
|
(c)
|
Except as disclosed herein, the Reporting Persons have not effected any transactions in the Common Stock during the past sixty days.
|
(d)
|
Not applicable.
|
(e)
|
Not applicable.
|
|
ASCRIBE CAPITAL LLC
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
AMERICAN SECURITIES LLC
|
|||
|
By:
|
/s/ Michael G. Fisch
|
||
|
Name:
|
Michael G. Fisch
|
||
|
Title:
|
Chief Executive Officer
|
|
ASCRIBE III INVESTMENTS LLC
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE OPPORTUNITIES FUND III, L.P.
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE OPPORTUNITIES FUND III(B), L.P.
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE ASSOCIATES III, LLC
|
|||
|
By:
|
/s/ Michael G. Fisch
|
||
|
Name:
|
Michael G. Fisch
|
||
|
Title:
|
Chief Executive Officer
|
|
ASCRIBE MANAGEMENT LLC
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE II INVESTMENTS LLC
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE OPPORTUNITIES FUND II, L.P.
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE OPPORTUNITIES FUND II(B), L.P.
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE ASSOCIATES II, LLC
|
|||
|
By:
|
/s/ Michael G. Fisch
|
||
|
Name:
|
Michael G. Fisch
|
||
|
Title:
|
Chief Executive Officer
|
|
ASCRIBE CAPITAL LLC
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
AMERICAN SECURITIES LLC
|
|||
|
By:
|
/s/ Michael G. Fisch
|
||
|
Name:
|
Michael G. Fisch
|
||
|
Title:
|
Chief Executive Officer
|
|
ASCRIBE III INVESTMENTS LLC
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE OPPORTUNITIES FUND III, L.P.
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE OPPORTUNITIES FUND III(B), L.P.
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE ASSOCIATES III, LLC
|
|||
|
By:
|
/s/ Michael G. Fisch
|
||
|
Name:
|
Michael G. Fisch
|
||
|
Title:
|
Chief Executive Officer
|
|
ASCRIBE MANAGEMENT LLC
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE II INVESTMENTS LLC
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE OPPORTUNITIES FUND II, L.P.
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE OPPORTUNITIES FUND II(B), L.P.
|
|||
|
By:
|
/s/ Lawrence First
|
||
|
Name:
|
Lawrence First
|
||
|
Title:
|
Managing Director
|
|
ASCRIBE ASSOCIATES II, LLC
|
|||
|
By:
|
/s/ Michael G. Fisch
|
||
|
Name:
|
Michael G. Fisch
|
||
|
Title:
|
Chief Executive Officer
|