Sec Form 13G Filing - Newport Global Advisors LP filing for Nuverra Environmental Solutions Inc. (NES) - 2020-02-11

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 67091K302

1

Names of Reporting Persons
Newport Global Advisors LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
833,922

7

Sole Dispositive Power
0

8

Shared Dispositive Power
833,922

9

Aggregate Amount Beneficially Owned by Each Reporting Person
833,922

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
5.3%

12

Type of Reporting Person (See Instructions)
IA

CUSIP No. 67091K302

1

Names of Reporting Persons
Timothy T. Janszen

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
833,922

7

Sole Dispositive Power
0

8

Shared Dispositive Power
833,922

9

Aggregate Amount Beneficially Owned by Each Reporting Person
833,922

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
5.3%

12

Type of Reporting Person (See Instructions)
HC

CUSIP No. 67091K302

1

Names of Reporting Persons
Ryan L. Langdon

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
833,922

7

Sole Dispositive Power
0

8

Shared Dispositive Power
833,922

9

Aggregate Amount Beneficially Owned by Each Reporting Person
833,922

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
5.3%

12

Type of Reporting Person (See Instructions)
HC

CUSIP No. 67091K302

Item 1.

(a)

Name of Issuer:
Nuverra Environmental Solutions, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:
6720 N. Scottsdale Rd., Suite 0190

Scottsdale, AZ 85253

Item 2.

(a)

Name of Person Filing:
Newport Global Advisors LP

Timothy T. Janszen

Ryan L. Langdon

Newport Global Advisors LP (“Newport”), Timothy T. Janszen and Ryan L. Langdon have entered into a Joint Filing Agreement, dated February 7, 2020, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934.

(b)

Address of Principal Business Office or, if none, Residence
The principal business office of each reporting person is 21 Waterway Avenue, Suite 150, The Woodlands, TX 77380-3098.

(c)

Citizenship:
See Item 4 of the cover pages attached hereto.

(d)

Title of Class of Securities:
Common stock, par value $0.01 per share

(e)

CUSIP Number:
67091K302

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

In the aggregate, the reporting persons beneficially own 833,922 shares of common stock, consisting of 461,506 shares of common stock held directly by Newport Global Opportunities Fund I-A LP, 61,112 shares of common stock held directly by Newport Global Credit Fund (Master) LP and 311,304 shares of common stock held directly by Fidelity National Financial Title Insurance Company (together, the “Funds”). Voting and investment power over the securities held directly by the Funds is exercised by Newport pursuant to management agreements between each Fund and Newport. Newport is controlled by Timothy T. Janszen and Ryan L. Langdon. Each of the reporting persons disclaim beneficial ownership of the shares held directly by the Funds and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for any purpose.

(b)

Percent of class:   

5.3% (based on the Issuer’s aggregate of 15,729,934 shares of common stock outstanding as of October 31, 2019, as reported in the Issuer’s Form 10-Q, filed with the SEC on November 6, 2019).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

See item 5 of the attached covered pages.

(ii)

Shared power to vote or to direct the vote:    

See item 6 of the attached covered pages.

(iii)

Sole power to dispose or to direct the disposition:

See item 7 of the attached covered pages.

(iv)

Shared power to dispose or to direct the disposition:

See item 8 of the attached covered pages.

Item 5.

Ownership of Five Percent or Les s of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o:

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.

NEWPORT GLOBAL ADVISORS LP

Signature:

/S/ Anthony L. Longi, Jr.

By: Anthony L. Longi, Jr.

Title: Managing Director, Chief Operating Officer and Chief Compliance Officer

TIMOTHY T. JANSZEN

Signature:

/S/ Timothy T. Janszen

RYAN L. LANGDON

Signature:

/S/ Ryan L. Langdon