0000895345-20-000308.txt : 20200310
0000895345-20-000308.hdr.sgml : 20200310
20200310154658
ACCESSION NUMBER: 0000895345-20-000308
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200309
FILED AS OF DATE: 20200310
DATE AS OF CHANGE: 20200310
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: AMERICAN SECURITIES LLC
CENTRAL INDEX KEY: 0001475483
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32693
FILM NUMBER: 20701402
BUSINESS ADDRESS:
STREET 1: 299 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10171
BUSINESS PHONE: 212 476-8000
MAIL ADDRESS:
STREET 1: 299 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10171
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ascribe III Investments LLC
CENTRAL INDEX KEY: 0001673023
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32693
FILM NUMBER: 20701403
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 Capital LLC
CENTRAL INDEX KEY: 0001673022
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32693
FILM NUMBER: 20701404
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: BASIC ENERGY SERVICES, INC.
CENTRAL INDEX KEY: 0001109189
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 542091194
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 801 CHERRY STREET
STREET 2: SUITE 2100
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-334-4100
MAIL ADDRESS:
STREET 1: 801 CHERRY STREET
STREET 2: SUITE 2100
CITY: FORT WORTH
STATE: TX
ZIP: 76102
FORMER COMPANY:
FORMER CONFORMED NAME: BASIC ENERGY SERVICES INC
DATE OF NAME CHANGE: 20000523
FORMER COMPANY:
FORMER CONFORMED NAME: SIERRA WELL SERVICE INC
DATE OF NAME CHANGE: 20000313
4
1
form4.xml
X0306
4
2020-03-09
0001109189
BASIC ENERGY SERVICES, INC.
BAS
0001673022
Ascribe Capital LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK
NY
10171
true
0001673023
Ascribe III Investments LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK
NY
10171
true
0001475483
AMERICAN SECURITIES LLC
299 PARK AVENUE
NEW YORK
NY
10171
true
Series A Preferred Stock, par value $0.01 per share
2020-03-09
4
J
0
118805
A
Common Stock
118805000
118805
D
A holder of Series A Preferred Stock, par value $0.01 per share ("Series A Preferred Stock") may elect to convert all or any portion of the outstanding shares of Series A Preferred Stock held by such holder into a number of shares of Common Stock equal to the product of (1) the number of shares of Series A Preferred Stock being so converted and (2) a conversion multiple (the "Conversion Multiple"), with fractional shares of Common Stock rounded up or down as provided herein. The number of shares of Common Stock to which such holder may be entitled upon conversion shall be the number of shares of Series A Preferred Stock held of record by such holder to be converted on the date of conversion multiplied by the Conversion Multiple, with any fractional share of Common Stock to which such holder is entitled being rounded up or down to the nearest whole share (with 0.5 being rounded up). (Cont'd in footnote 2).
(Cont'd from footnote 1). The initial Conversion Multiple, which is subject to anti-dilution adjustment provisions laid out in the Certificate of Designations of Series A Participating Preferred Stock (the "Certificate of Designation") of Basic Energy Services, Inc. (the "Issuer"), is one thousand (1,000).
The Series A Preferred Stock may be converted, at the option of the holder, at any time in such holder's sole discretion, subject to the conversion procedures set forth in the Certificate of Designation and the limitations, if any, imposed by the General Corporation Law of the State of Delaware, all or any portion of the outstanding shares of Series A Preferred Stock held by such holder into authorized but unissued shares of the Issuer's Common Stock out of, as of any date of determination, all authorized but unissued shares of Common Stock less any shares of Common Stock reserved by the Issuer for issuances for other purposes, including, without limitation, pursuant to options and other awards granted under the Issuer's incentive plans or other securities exercisable or exchangeable for, or convertible into, shares of Common Stock. The Series A Preferred Stock has no expiration date.
On March 9, 2020, Ascribe III Investments LLC ("Fund III") entered into a purchase agreement (the "Purchase Agreement") by and among Fund III, the Issuer, NexTier Holding Co. ("NexTier") and C&J Well Services Inc. (the "Company"), pursuant to which NexTier sold, transferred and delivered to the Issuer, and the Issuer acquired from NexTier, all of the Company's issued and outstanding shares of capital stock. As part of the consideration paid by the Issuer to NexTier pursuant to the Purchase Agreement, Fund III, pursuant to an exchange agreement with the Issuer (the "Exchange Agreement") transferred and delivered to NexTier 10.75% senior secured notes due October 2023, issued by the Issuer to Fund III, in an aggregate amount equal to $34,350,000 ("Senior Notes"). (Cont'd in footnote 5).
(Cont'd from footnote 4). Pursuant to the Exchange Agreement, the Issuer issued to Fund III, in exchange for the transfer of Fund III's Senior Notes to NexTier, 118,805 shares of Series A Preferred Stock and made a cash payment of $1,466,792.71 representing accrued but unpaid interest payments on the Senior Notes. The underlying shares of Common Stock acquired by Fund III pursuant to the Exchange Agreement were acquired at an implied price per share of $0.29.
Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital. Each of Ascribe Capital and American Securities may be deemed to share beneficial ownership of the Common Stock reported herein.
Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Ascribe Capital LLC, By: /s/ Lawrence First, as Managing Director
2020-03-10
Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director
2020-03-10
American Securities LLC, By: /s/ Michael G. Fisch, as Chief Executive Officer
2020-03-10