| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BASIC ENERGY SERVICES, INC. [ BAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/09/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock, par value $0.01 per share | (1)(2) | 03/09/2020 | J | 118,805 | (3) | (3) | Common Stock | 118,805,000 | (4)(5) | 118,805 | D(6)(7) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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). |
| 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). |
| 3. 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. |
| 4. 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). |
| 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. |
| 6. 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. |
| 7. 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 | 03/10/2020 | |
| Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director | 03/10/2020 | |
| American Securities LLC, By: /s/ Michael G. Fisch, as Chief Executive Officer | 03/10/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||