Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Key Energy Services, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

49309J103

(CUSIP Number)

David S. Thomas, Esq.

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

(212) 902-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Peter C. Marshall

Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3900

Dallas, TX 75201

(214) 220-7700

April 16, 2019

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required in 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, as amended (the Exchange 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).

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The title and class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.01 par value (the Common Stock), of Key Energy Services, Inc. (the Company). The principal executive office of the Company is located at 1301 McKinney Street, Suite 1800, Houston, Texas 77010.

This statement on Schedule 13D is being filed by The Goldman Sachs Group, Inc. (GS Group) and Goldman Sachs & Co. LLC (Goldman Sachs, and together with GS Group, the Reporting Persons).

GS Group is a Delaware corporation and a bank holding company that (directly or indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking, securities and investment management firm. Goldman Sachs, a New York limited liability company, is a member of the New York Stock Exchange and other national exchanges. Goldman Sachs is wholly-owned subsidiary of GS Group. The principal address of each Reporting Person is 200 West Street, New York, NY 10282.

The name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the board of managers of Goldman Sachs are set forth in Schedule II hereto and are incorporated herein by reference.

During the last five years, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedules I and II hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii), except as set forth in Schedule III, has been 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.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of April 18, 2019, a copy of which is attached hereto as Exhibit 99.1.

The funds for shares of Common Stock acquired for investment purposes and in ordinary course trading activities by Goldman Sachs and reported as beneficially owned in this Schedule 13D came from the working capital of Goldman Sachs. The funds for shares of Common Stock which may be deemed to be beneficially owned by the Reporting Persons held in client accounts, if any, with respect to which Goldman Sachs or another wholly-owned subsidiary of GS Group or their employees have investment discretion (Managed Accounts) came from client funds. The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.

Goldman Sachs acquired approximately 1.5 million shares of the Issuer for investment purposes by an investing and lending desk (the Desk) and the remainder by other business units of the Reporting Persons in the ordinary course of their market making activities.

The Reporting Persons intend to review their holdings in the Issuer on a continuing basis. In addition, without limitation, the Desk and its representatives expect, from time to time, to engage in discussions with management of the Issuer, the board of directors of the Issuer, stockholders of the Issuer, other current or prospective stockholders of the Issuer, existing or potential strategic partners of the Issuer, financing or potential financing sources and other relevant parties regarding the Issuers business, operations and operating performance, the Issuers strategy, future plans, prospects, corporate structure, board composition, management and governance, the Issuers assets, corporate expenses, capitalization and dividend policy, the Issuers organizational documents and agreements, strategic transactions and other extraordinary corporate transactions (including, but not limited to, asset sales, carve-out transactions, mergers, reorganizations or sales) as a means of enhancing stockholder value and/or the de-listing or de-registration of the Issuer. The Desk and its representatives may also exchange information with the Issuer or other persons pursuant to confidentiality or similar agreements in connection with the foregoing discussions.

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In addition, the Desk and its representatives: (i) intend to consider, explore and/or develop plans and/or make proposals with respect to, among other things, the foregoing matters and may take other steps seeking to bring about changes with respect to the Issuer to increase stockholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D; and (ii) may take steps to explore and prepare for various plans and actions, and propose transactions regarding the foregoing matters, before forming an intention to engage in such plans or actions or proceed with such transactions.

Depending on various factors, including, without limitation, the outcome of any such discussions referenced above, the Issuers financial position, results and strategic direction, actions taken by the Issuers management and the board of directors of the Issuer, price levels of the Common Stock, other investment opportunities available to the Desk, conditions in the securities markets, and general economic and industry conditions, the Desk may in the future take such actions with respect to the investment in the Issuer as the Desk deem appropriate, including without limitation, acquiring additional equity, debt or other securities of the Issuer or disposing of some or all such securities beneficially owned by the Desk, in the public market, in privately negotiated transactions or otherwise or entering into derivative transactions (both long and short) with respect to the Issuer or its securities and hedging or otherwise monetizing its positions.

In addition, the other business units at each of the Reporting Persons anticipate that they will purchase and sell securities of (and derivatives related to) the Issuer and its securities in the ordinary course of their business, including market making activities, and asset management affiliates of the Reporting Persons may purchase and sell securities of (and derivative related to) the Issuer in the ordinary course of their activities.

(a) As of February 15, 2019 there were 20,363,198 shares of Common Stock outstanding as reported by the Issuer in its latest form 10-K filed with the SEC on March 15, 2019. As of April 16, 2019, GS Group and Goldman Sachs may be deemed to have beneficially owned 1,529,223 shares of Common Stock in the aggregate, representing approximately 7.5% of the shares of Common Stock outstanding.

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the Release), this filing reflects the securities beneficially owned by certain operating units (collectively, the Goldman Sachs Reporting Units) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, GSG). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting Units acts as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

No Reporting Person or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I and II hereto may be deemed to beneficially own any shares of Common Stock other than as set forth herein.

(b) Each Reporting Person shares the power to vote or direct the vote and to dispose or direct the disposition of shares of Common Stock beneficially owned by such Reporting Person as indicated herein.

(c) Schedule IV sets forth transactions in the Common Stock which were effected during the sixty day period from February 15, 2019 through April 16, 2019, all of which were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group. The transactions in the Common Stock, described in Schedule IV, were effected for cash on the New York Stock Exchange.

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(d) Except for clients of Goldman Sachs or another investment advisor subsidiary of GS Group who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock, if any, held in Managed Accounts, no person, other than the Reporting Persons is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Goldman Sachs or another subsidiary of GS Group (collectively, GS) may, from time to time, in the ordinary course of business, including as a broker, dealer, bank or investment advisor, be party to, enter into or unwind certain cash settled equity derivatives or similar contractual arrangements which provide indirect economic exposure to, but do not give GS direct or indirect voting, investment or dispositive power over, securities of the Issuer and which may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the securities of the Issuer, the relative value of securities of the Issuer in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the securities of the Issuer may be included, or a combination of any of the foregoing. Accordingly, GS disclaims any beneficial ownership in the securities that may be referenced in such contracts.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 18, 2019

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SCHEDULE I

The name of each director of The Goldman Sachs Group, Inc. is set forth below.

The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.

Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Mark O. Winkelman, who is a citizen of the Netherlands, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.

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SCHEDULE II

The name of each member of the board of managers of Goldman Sachs & Co. LLC is set forth below.

The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.

Each person is a citizen of the United States of America, except Mr. Stein who is a citizen of South Africa. The present principal occupation or employment of each of the listed persons is set forth below.

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SCHEDULE III

The Securities and Exchange Commission (the SEC) has alleged that Goldman Sachs & Co. LLC (Goldman Sachs) conducted inadequate due diligence in certain offerings and, as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official statements issued in connection with those offerings. This resulted in Goldman Sachs offering and selling municipal securities on the basis of materially misleading disclosure documents. The SEC alleged that Goldman Sachs willfully violated Section 17(a)(2) of the Securities Act of 1933, as amended (the Securities Act). The violations discussed in the Order were self-reported by Goldman Sachs to the SEC pursuant to the Division of Enforcements Municipalities Continuing Disclosure Cooperation Initiative. Without admitting or denying the violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act and Section 15(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on June 18, 2015 by the SEC pursuant to which Goldman Sachs: (I) shall cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act; (II) paid a civil money penalty in the amount of $500,000 on June 25, 2015; and (III) shall comply with the undertakings enumerated in the Order, including retaining an independent consultant to conduct a review of Goldman Sachss policies and procedures as they relate to municipal securities underwriting due diligence and requires Goldman Sachs to adopt the independent consultants recommendations (unless the SEC finds a recommendation unduly burdensome, impractical, or inappropriate, in which case Goldman Sachs shall not be required to abide by, adopt, or implement that recommendation).

The SEC has found that Goldman Sachs did not have a system of risk management controls and supervisory procedures reasonably designed to manage the financial, regulatory, and other risks of market access in relation to its listed equity options business, which contributed to the entry of erroneous electronic options orders on multiple options exchanges on August 20, 2013. The SEC found that Goldman Sachs willfully violated Section 15(c)(3) of the Exchange Act and Rule 15c3-5 thereunder in relation to its controls and supervisory procedures addressing (I) the entry of orders that exceed appropriate pre-set credit or capital thresholds; (II) the entry of erroneous orders that exceed appropriate price or size parameters or that indicate duplicative orders; and (III) the management of software changes that impact order flow. Without admitting or denying the violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on June 30, 2015 by the SEC pursuant to which Goldman Sachs: (I) shall cease and desist from committing or causing any violations and any future violations of Section 15(c)(3) of the Exchange Act and Rule 15c3-5 thereunder; (II) is censured; and (III) paid a total civil money penalty of $7 million on June 30, 2015.

The SEC alleged that Goldman Sachs violated Regulation SHO under the Exchange Act by improperly relying on Goldman Sachss automated locate function in the order management system without having confirmed the availability of the securities to be located. In addition, the SEC alleged that Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachss locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The SEC alleged that Goldman Sachs willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act. Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting Administrative and Cease-and-Desist Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016). Pursuant to the Order, Goldman Sachs must cease and desist from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b)(1)(iii) thereunder relating to short sale locate records. Also pursuant to the Order, Goldman Sachs was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016. The SEC stated that, in determining to accept Goldman Sachss offer of settlement, it considered certain remedial acts taken by Goldman Sachs.

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SCHEDULE IV

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