Filing Details
- Accession Number:
- 0000895345-19-000243
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-07 16:46:21
- Filed By:
- Ascribe Capital Llc
- Company:
- Basic Energy Services Inc. (NYSE:BASX)
- Filing Date:
- 2019-06-07
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Ascribe Capital | 0 | 4,492,208 | 0 | 4,492,208 | 4,492,208 | 16.7% |
| Ascribe III Investments | 0 | 4,492,208 | 0 | 4,492,208 | 4,492,208 | 16.7% |
| American Securities | 0 | 4,492,208 | 0 | 4,492,208 | 4,492,208 | 16.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 7*)
Under the Securities Exchange Act of 1934
| Basic Energy Services, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 06985P209 |
| (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) |
| June 5, 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 §240.13d-7 for other parties to whom copies are to be sent.
* 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. 06985P209 | 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 | | | ||
| 4,492,208 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| -0- | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,492,208 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,492,208 | | | |||
| | | ||||
| 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) | | | ||
| 16.7%(1) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA | | | |||
| | | ||||
| (1) | This percentage is calculated based
upon 26,957,350 shares of Common Stock outstanding as of May 9, 2019, as reported in Basic Energy Services, Inc.’s quarterly report on Form 10-Q for the quarter ended March 31, 2019, filed on May 9, 2019. |
| CUSIP No. 06985P209 | 13D | Page 3 |
| 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 | | | ||
| 4,492,208 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| -0- | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,492,208 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,492,208 | | | |||
| | | ||||
| 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) | | | ||
| 16.7%(1) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | This percentage is calculated based upon 26,957,350 shares of Common Stock outstanding as of May 9, 2019, as reported in Basic Energy
Services, Inc.’s quarterly report on Form 10-Q for the quarter ended March 31, 2019, filed on May 9, 2019. |
| CUSIP No. 06985P209 | 13D | Page 4 |
| 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 | | | ||
| New York | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| -0- | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,492,208 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| -0- | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,492,208 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,492,208 | | | |||
| | | ||||
| 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) | | | ||
| 16.7%(1) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| (1) | This percentage is calculated based upon 26,957,350 shares of Common Stock outstanding as of May 9, 2019, as reported in Basic Energy
Services, Inc.’s quarterly report on Form 10-Q for the quarter ended March 31, 2019, filed on May 9, 2019. |
Explanatory Note
This Amendment No. 7 amends and supplements the statement on Schedule 13D originally filed by Ascribe Capital LLC (“Ascribe
Capital”), Ascribe III Investments LLC (“Fund III”) and American Securities LLC (“American Securities” and, collectively with Ascribe Capital and Fund III, the “Reporting Persons”) on January 3, 2017 (as amended, the “Schedule 13D”), with
respect to the common stock, par value $0.01 per share (“Common Stock”), of Basic Energy Services, Inc. (the “Issuer”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
As of June 7, 2019, as reflected in this Schedule 13D, the Reporting Persons beneficially own an aggregate of 4,492,208 shares of
Common Stock. As described in Item 4 below, the shares of Common Stock reported herein were acquired (a) in connection with the Issuer’s chapter 11 case in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”) and (b) in the purchase transactions described in Item 5(c) below. The purchases described in Item 5(c) were funded from cash on hand of Fund III.
Item 4. Purpose of Transaction.
Prior to the Effective Date of the Plan (as such terms are defined below), the Reporting Persons or their affiliates were holders
of the Issuer’s existing 7.75% senior notes due 2019 and 7.75% senior notes due 2022 (collectively, the “Existing Notes”). On October 25, 2016, the Issuer and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions
for relief under chapter 11 of the United States Bankruptcy Code. The Debtors’ plan of reorganization (as it has been amended, modified and supplemented, the “Plan”) provided for, among other things, the equitization of the Existing Notes into
Common Stock. On December 9, 2016, the Bankruptcy Court entered an order confirming the Plan. As a result, on December 23, 2016 (the “Effective Date”), the claims of the Reporting Persons and their affiliates in respect of their Existing Notes
were converted into Common Stock.
The Reporting Persons and certain of their affiliates agreed to participate in the Issuer’s $90 million debtor in possession credit
facility prior to the Effective Date.
On the Effective Date, the Debtors consummated the Plan through a series of transactions and the Plan became effective pursuant to
its terms. Upon emergence from chapter 11 on the Effective Date, all of the Issuer’s outstanding common stock, par value $0.01 per share, was cancelled and the Issuer authorized 80,000,000 shares of new Common Stock. In connection with the
Plan, as of the Effective Date, the Issuer has expanded its board of directors to include a nominee of the Reporting Persons, and the Reporting Persons (in coordination with another holder of Common Stock) had a right to designate an additional
nominee to the board of directors which has been subsequently waived.
On January 18, 2017, Fund III filed a Form 144 with the Commission disclosing its ability to sell up to one percent of the shares
of Common Stock outstanding as of December 23, 2016, as reported in the Press Release dated December 22, 2016 filed as Exhibit 99.2 to the Issuer’s Form 8-K filed on December 27, 2016, as permitted under the volume restrictions of Rule 144(e)
under the Securities Act of 1933, as amended. On January 24, 2017, Fund III filed a new Form 144 to reflect an increase in the maximum number of shares of Common Stock that may be sold under Rule 144(e) as a result of recent trading volume of
the Common Stock. On each of April 29, 2017, November 6, 2017 and February 21, 2018, Fund III filed a new Form 144 to reflect the maximum number of shares of Common Stock that may be sold under Rule 144(e) based on the recent trading volume of
the Common Stock prior to the date of each such filing. The number of shares of Common Stock purchased or sold by the Reporting Persons within the past sixty days are set forth in Item 5(c) below. In general, the shares of Common Stock reported
herein are held for investment purposes. The Reporting Persons do not have any current plan or proposal that relates to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D,
except as otherwise described herein.
Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business,
operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at
any time, as it deems appropriate.
Item 5. Interests in Securities of the Issuer.
| (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 26,957,350 shares of Common Stock outstanding as of May
9, 2019, as reported in Issuer’s quarterly report on Form 10-Q for the quarter ended March 31, 2019, filed on May 9, 2019. The shares of
Common Stock reported herein represents approximately 16.7% 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 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, 4,492,208 shares of Common Stock, representing 16.7% 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,
4,492,208 shares of Common Stock, representing 16.7% of the outstanding shares of Common Stock. American Securities, as the sole owner of 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, 4,492,208 shares of Common Stock, representing 16.7% of the outstanding shares of Common Stock. |
| (c) | Within the past sixty days, the Reporting Persons have engaged in the following transactions in the Common Stock, which
were affected by Fund III: Open market purchases of 150,000 shares of Common Stock on June 4, 2019 at a price per share of $2.5173 per share. Open market purchases of 161,970 shares of Common Stock on June 5, 2019 at a price per share of $2.4338 per share. |
| (d) | Not applicable. |
| | |
| (e) | Not applicable. |
Item 7. Material to Be Filed As Exhibits.
Exhibit 1 – Joint Filing Agreement, dated as of January 3, 2017, by and among the Reporting Persons (filed in original Schedule 13D, dated January 3, 2017).
Exhibit 2 – Registration Rights Agreement, dated as of December 23, 2016, by and among Basic Energy Services, Inc. and the parties
thereto (incorporated by reference to Exhibit 10.1 to the Issuer's form 8-A filed on December 23, 2016).
SIGNATURE
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.
Dated: June 7, 2019
| ASCRIBE CAPITAL LLC | |||
| By: | /s/ Lawrence First | ||
| Name: | Lawrence First | ||
| Title: | Managing Director | ||
| ASCRIBE III INVESTMENTS 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 | ||