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