sv3asr
As filed with the Securities and Exchange
Commission on July 25, 2011
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Basic Energy Services,
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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54-2091194
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer Identification
Number)
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500 W. Illinois, Suite 100
Midland, Texas 79701
(432) 620-5500
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Kenneth V. Huseman
President
500 W. Illinois, Suite 100
Midland, Texas 79701
(432) 620-5500
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(Address, including zip code,
and telephone number,
including area code, of registrants principal executive
offices)
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(Name, address, including zip
code, and telephone number,
including area code, of agent for service)
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Copy
to:
David C.
Buck
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
Approximate date of commencement of proposed sale to the
public: From time to time after this registration
statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act.
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Large
accelerated
filer o
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Accelerated
filer þ
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Non-accelerated
filer o
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Smaller reporting
company o
(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Amount to
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Proposed Maximum Offering
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Proposed Maximum Aggregate
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Amount of
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Title of Securities to be Registered
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be Registered
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Price(1)
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Offering Price(1)
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Registration Fee
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Common stock, par value $0.01 per share
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18,059,424
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$36.77
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$664,045,020
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$77,096
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(1)
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Estimated solely for the purpose of
calculating the registration fee in accordance with
Rule 457(c) under the Securities Act of 1933. The price of
$36.77 per share represents the average of the high and low
price per share of the registrants common stock, as
reported on the New York Stock Exchange on July 21, 2011.
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PROSPECTUS
18,059,424
SHARES OF COMMON STOCK
This prospectus relates to an aggregate of up to
18,059,424 shares of common stock, par value $0.01 per
share, of Basic Energy Services, Inc. (Basic) that
may be resold from time to time by the selling stockholders
named on page 7 of this prospectus for their own account.
We will not receive any proceeds from the sale of shares offered
by the selling stockholders. See Selling
Stockholders and Plan of Distribution.
The selling stockholders may sell the shares directly to
purchasers or through underwriters, broker-dealers or agents,
who may receive compensation in the form of commissions,
discounts or concessions. The selling stockholders may sell the
shares at any time at market prices prevailing at the time of
sale, at prices related to such market prices, at fixed prices
or prices subject to change or at privately negotiated prices.
This prospectus describes the general matter in which the shares
may be offered and sold by the selling stockholders. If
necessary, the specific manner in which the shares may be
offered and sold will be described in a supplement to this
prospectus. You should carefully read this prospectus, any
applicable prospectus supplement and any information under the
headings Where You Can Find More Information and
Incorporation by Reference before you purchase any
of our shares of common stock.
Our common stock is listed on the New York Stock Exchange under
the symbol BAS. On July 22, 2011, the last reported
sale price of our common stock was $34.67 per share.
Investing in our securities involves risks. You should
carefully consider the risk factors beginning on page 4 of
this prospectus, as well as the documents we file with the
Securities and Exchange Commission that are incorporated by
reference herein.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is July 25, 2011
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement on
Form S-3
that we filed with the Securities and Exchange Commission, or
the SEC, using a shelf registration process. Under
this shelf registration process, the selling stockholders may
offer from time to time up to 18,059,424 shares of our
common stock. If necessary, the specific manner in which the
shares may be offered and sold will be described in a supplement
to this prospectus or a free writing prospectus. Any prospectus
supplement or free writing prospectus may add, update or change
information contained or incorporated by reference in this
prospectus. Any statement made or incorporated by reference in
this prospectus will be modified or superseded by any
inconsistent statement made in a prospectus supplement or a free
writing prospectus. Therefore, you should read this prospectus
(including any documents incorporated by reference) and any
prospectus supplement or free writing prospectus before you
invest in our common stock.
Additional information about us, including our financial
statements and the notes thereto, is incorporated in this
prospectus by reference to our reports filed with the SEC.
Please read Where You Can Find More Information
below. You are urged to read this prospectus carefully,
including Risk Factors below, and our SEC reports in
their entirety before investing in our securities.
You should rely only on the information contained or
incorporated by reference in this prospectus, in any
accompanying prospectus supplement or in any free writing
prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with
different or inconsistent information, you should not rely on
it. We are not making an offer of the securities covered by this
prospectus in any jurisdiction where the offer is not permitted.
You should assume that the information appearing in this
prospectus, any prospectus supplement, any free writing
prospectus and any other document incorporated by reference is
accurate only as of the date on the front cover of those
documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.
Under no circumstances should the delivery to you of this
prospectus, any prospectus supplement or any free writing
prospectus create any implication that the information contained
or incorporated by reference therein is correct as of any time
after the date thereof.
Unless this prospectus otherwise indicates or the context
otherwise requires, the terms we, our,
us, Basic or other similar terms as used
in this prospectus refer to Basic Energy Services, Inc.,
together with its subsidiaries.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
herein contain certain statements that are, or may be deemed to
be, forward-looking statements within the meaning of
the U.S. federal securities laws. We have based these
forward-looking statements largely on our current expectations
and projections about future events and financial trends
affecting the financial condition of our business. These
forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including, among other things,
the risk factors discussed in this prospectus under the caption
Risk Factors and in our most recent annual report on
Form 10-K
and quarterly reports on
Form 10-Q
and other factors, most of which are beyond our control.
The words believe, may,
estimate, continue,
anticipate, intend, plan,
expect and similar expressions are intended to
identify forward-looking statements. All statements other than
statements of current or historical fact contained in this
prospectus and the documents incorporated by reference herein
are forward looking-statements. Although we believe that the
forward-looking statements contained in this prospectus and the
documents incorporated by reference herein are based upon
reasonable assumptions, the forward-looking events and
circumstances discussed in this prospectus and the documents
incorporated by reference herein may not occur and actual
results could differ materially from those anticipated or
implied in the forward-looking statements.
1
Important factors that may affect our expectations, estimates or
projections include:
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a decline in, or substantial volatility of, oil or natural gas
prices, and any related changes in expenditures by our customers;
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the effects of future acquisitions on our business;
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changes in customer requirements in markets or industries we
serve;
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competition within our industry;
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general economic and market conditions;
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our access to current or future financing arrangements;
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our ability to replace or add workers at economic rates; and
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environmental and other governmental regulations.
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Our forward-looking statements speak only as of the date of this
prospectus. Unless otherwise required by law, we undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise.
2
BASIC
ENERGY SERVICES, INC.
We provide a wide range of well site services to oil and natural
gas drilling and producing companies, including completion and
remedial services, fluid services and well site construction
services, well servicing and contract drilling. These services
are fundamental to establishing and maintaining the flow of oil
and natural gas throughout the productive life of a well. Our
broad range of services enables us to meet multiple needs of our
customers at the well site. Our operations are managed
regionally and are concentrated in major United States onshore
oil and natural gas producing regions located in Texas, New
Mexico, Oklahoma, Arkansas, Kansas, Louisiana, Wyoming, North
Dakota, Colorado, Utah, Montana, West Virginia and Pennsylvania.
Our operations are focused on liquids rich basins that exhibit
strong drilling and production economics as well as natural
gas-focused shale plays characterized by prolific reserves and
attractive economics. Specifically, we have significant presence
in the Permian Basin and the Bakken, Eagle Ford, Haynesville and
Marcellus shales. We provide our services to a diverse group of
over 2,000 oil and natural gas companies.
Our four operating segments are Completion and Remedial
Services, Fluid Services, Well Servicing and Contract Drilling.
The following is a description of these segments:
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Completion and Remedial Services. Our
completion and remedial services segment operates our fleet of
pressure pumping units, an array of specialized rental equipment
and fishing tools, air compressor packages specially configured
for underbalanced drilling operations and cased-hole wireline
units and snubbing units. The largest portion of this business
segment consists of pressure pumping services focused on
cementing, acidizing and fracturing services in niche markets.
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Fluid Services. Our fluid services segment
utilizes our fleet fluid service trucks and related assets,
including specialized tank trucks, storage tanks, water wells,
disposal facilities, construction and other related equipment.
These assets provide, transport, store and dispose of a variety
of fluids, as well as provide well site construction and
maintenance services. These services are required in most
workover, completion and remedial projects and are routinely
used in daily producing well operations.
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Well Servicing. Our well servicing segment
operates our fleet of well servicing rigs and related equipment.
This business segment encompasses a full range of services
performed with a mobile well servicing rig, including the
installation and removal of downhole equipment and elimination
of obstructions in the well bore to facilitate the flow of oil
and natural gas. These services are performed to establish,
maintain and improve production throughout the productive life
of an oil and natural gas well and to plug and abandon a well at
the end of its productive life. Our well servicing equipment and
capabilities also facilitate most other services performed on a
well.
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Contract Drilling. Our contract drilling
segment operates drilling rigs and related equipment. We use
these assets to penetrate the earth to a desired depth and
initiate production from a well.
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Our principal executive offices are located at
500 W. Illinois, Suite 100, Midland, Texas 79701,
and our phone number is
(432) 620-5500.
3
RISK
FACTORS
Investing in our common stock involves risk. See the risk
factors described in our annual report on
Form 10-K
for our fiscal year ended December 31, 2010 as well as our
quarterly report for the quarter ended June 30, 2011, which
are incorporated by reference in this prospectus. Before making
an investment decision, you should carefully consider these
risks, the risks described below and the other information we
include or incorporate by reference in this prospectus. If
applicable, we will include in a prospectus supplement a
description of the significant factors relating to the offering
described in that prospectus supplement, including any
additional risk factors. If one or more of the events discussed
in these risk factors were to occur, our business, financial
condition and results of operations, cash flow and prospects
could be materially affected.
The
market price for shares of our common stock may be highly
volatile and could be subject to wide
fluctuations.
The market price for shares of our common stock may be highly
volatile and could be subject to wide fluctuations. Some of the
factors that could negatively affect our share price include:
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actual or anticipated variations in our quarterly operating
results;
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changes in oil and natural gas prices;
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changes in our cash flows from operations or earnings estimates;
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publication of research reports about us or the oilfield
services or exploration and production industries generally;
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increases in market interest rates, which may increase our cost
of capital;
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changes in applicable laws or regulations, court rulings and
enforcement and legal actions;
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changes in the market valuations of similar companies;
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adverse market reaction to any increased indebtedness we incur
in the future;
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additions or departures of key management personnel;
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actions, including sales of common stock, by our stockholders;
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speculation in the press or investment community regarding our
business;
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general market and economic conditions; and
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domestic and international economic, legal and regulatory
factors unrelated to our performance.
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The
selling stockholders may continue to have a substantial
influence on the outcome of stockholder voting and may exercise
this voting power in a manner that may not be in the best
interest of our other stockholders.
As of July 22, 2011, the selling stockholders, which are
managed by affiliates of Credit Suisse AG, a Swiss Bank, and
Credit Suisse Securities (USA) LLC, beneficially owned
approximately 42.7% of our outstanding common stock.
Notwithstanding any sales that the selling stockholders may make
pursuant to this prospectus, they may continue to be in a
position to have a substantial influence on the outcome of
matters requiring a stockholder vote, including the election of
directors, adoption of amendments to our certificate of
incorporation or bylaws or approval of transactions involving a
change of control. The interests of the selling stockholders may
differ from those of our other stockholders, and the selling
stockholders may vote their common stock in a manner that may
adversely affect our other stockholders.
4
Future
sales of shares of our common stock could adversely affect the
market price of our common stock.
The registration statement of which this prospectus forms a part
is registering for resale all of the 18,059,424 shares of
our common stock held by the selling stockholders, and upon
effectiveness of the registration statement, such shares will be
available for immediate sale. Future sales of substantial
amounts of our common stock in the public market following this
offering, whether by us or our existing stockholders, or the
perception that such sales could occur, may adversely affect the
market price of our common stock, which could decline
significantly. Sales by our existing stockholders might also
make it more difficult for us to raise equity capital by selling
new common stock at a time and price that we deem appropriate.
Additional
issuances of equity securities by us would dilute the ownership
of our existing stockholders.
We may issue equity in the future in connection with
acquisitions or strategic transactions, to adjust our ratio of
debt to equity, to fund expansion of our operations or for other
purposes. We may issue shares of our common stock at prices or
for consideration that is greater or less than the price at
which the shares of common stock are being offered by this
prospectus. To the extent we issue additional equity securities,
your percentage ownership of our common stock would be reduced.
USE OF
PROCEEDS
Any proceeds from the sale of the shares offered by this
prospectus will be received by the selling stockholders, and we
will not receive any proceeds from the sale of such shares.
We will incur all of the costs associated with the registration
of the shares offered by this prospectus other than underwriting
discounts and commissions, if any. Please read Plan of
Distribution.
5
SELLING
STOCKHOLDERS
The following table sets forth information regarding the selling
stockholders and the shares that may be offered and sold from
time to time by them pursuant to this prospectus. The
information set forth below is based on written representations
provided to us by the selling stockholders. The selling
stockholders named below are referred to in this prospectus as
the selling stockholders.
The shares of common stock that may be offered and sold pursuant
to this prospectus were issued to the selling stockholders in
private placements of such shares, or upon the exercise of
warrants issued in private placements, prior to our initial
public offering in 2005.
The selling stockholders may offer from time to time some, all
or none of their shares pursuant to this prospectus. Since the
selling stockholders are not obligated to sell, transfer or
otherwise dispose of their shares, and because the selling
stockholders may acquire our publicly-traded common stock, we
cannot estimate how many shares each selling stockholder will
actually own after this offering. The table below assumes that
the selling stockholders will sell all of the shares of common
stock covered by this prospectus and will not acquire any
additional shares on the open market or otherwise.
Credit Suisse AG, a Swiss bank, owns the majority of the voting
stock of Credit Suisse Holdings (USA), a Delaware corporation
which in turn owns all of the voting stock of Credit Suisse
(USA) Inc., a Delaware corporation (CS-USA). The
selling stockholders are merchant banking funds managed by
indirect subsidiaries of CS-USA and form part of Credit
Suisses Asset Management Division. The ultimate parent
company of Credit Suisse AG is Credit Suisse Group AG. Credit
Suisse Group AG disclaims beneficial ownership of the common
stock that is beneficially owned by its direct and indirect
subsidiaries. Credit Suisse AG, its executive officers and
directors, and its direct and indirect subsidiaries may
beneficially own shares that are not included in this
prospectus. Based on representations made to us by the selling
stockholders, to our knowledge, none of the selling stockholders
has, or within the past three years has had, any position,
office or other material relationship with us or any of our
affiliates, except that an affiliate of the selling stockholders
was a lender under a revolving credit facility that we
terminated in 2009. Each of the selling stockholders is an
affiliate of a registered U.S. broker-dealer. Based on
written representations received from the selling stockholders,
to our knowledge, each of the selling stockholders acquired its
shares of common stock in the ordinary course of its business,
and at the time of acquisition, none of the selling stockholders
had any direct or indirect agreements or understandings with any
person to distribute its shares. We have determined beneficial
ownership in accordance with the rules of the SEC.
Voting and dispositive power over the shares owned by the
selling stockholders are exercised by an investment committee of
the general partner of each of the selling stockholders. The
members of such investment committee are Nicole Arnaboldi, Susan
Schanabel, Colin Taylor, Thompson Dean and Neal Pomroy, each of
whom disclaims beneficial ownership of the shares held by the
selling stockholders and their affiliated entities, except to
the extent of his or her pecuniary interest therein.
6
All of the entities listed below can be contacted at Eleven
Madison Avenue, New York, New York
10010-3629
except for the three Offshore Partners entities,
which can be contacted at John B. Gosiraweg, 14, Willemstad,
Curacao, Netherlands Antilles.
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Number of Shares of
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Number of Shares
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Common Stock
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Number of Shares
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of Common Stock
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Beneficially Owned
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of Common Stock
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Beneficially Owned
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Selling Stockholder
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Prior to the Offering
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to be Offered
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After the Offering
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DLJ Merchant Banking Partners III, L.P.
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12,650,117
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12,650,117
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DLJ ESC II, L.P.
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1,493,185
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1,493,185
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DLJ Offshore Partners III, C.V.
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884,531
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884,531
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DLJ Offshore Partners III-1, C.V.
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228,284
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228,284
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DLJ Offshore Partners III-2, C.V.
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162,622
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162,622
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DLJ MB Partners III GmbH & Co. KG
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107,898
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107,898
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DLJ MB Funding III, Inc.
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132,220
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132,220
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Millennium Partners II, L.P.
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21,516
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21,516
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MBP III Plan Investors, L.P.
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2,379,051
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2,379,051
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The shares of common stock owned by the selling stockholders are
being registered for resale pursuant to the Third Amended and
Restated Stockholders Agreement, dated December 20,
2010 (the Stockholders Agreement), by and
among Basic and the selling stockholders. The Stockholders
Agreement provides for certain informational and consultation
rights, along with confidentiality obligations, and registration
rights for the selling stockholders. As long as (i) any
selling stockholder remains an Affiliate (as defined in the
Stockholders Agreement) of Basic or (ii) the selling
stockholders, collectively, beneficially hold at least ten
percent of the outstanding shares of Basics common stock,
the selling stockholders can require Basic to register shares of
common stock on up to three occasions, provided that the
proposed offering proceeds for the offering equal or exceed
$10 million (or $5 million if Basic is able to
register such securities on
Form S-3).
In addition to such demand registration rights, the
Stockholders Agreement provides the selling stockholders
with piggyback registration rights with respect to any proposed
offering of equity securities pursuant to a registration
statement filed by Basic (other than a registration statement on
Form S-4
or
Form S-8).
Basic is also obligated under the Stockholders Agreement
to perform certain other actions in connection with a demand
registration or piggyback registration request by any of the
selling stockholders.
The Stockholders Agreement terminates upon the earliest of
(i) the dissolution, liquidation or
winding-up
of Basic, (ii) the date all of the selling stockholders
cease to be Affiliates of Basic and the selling stockholders,
collectively, beneficially hold less than ten percent of the
outstanding shares of common stock of Basic, or
(iii) December 21, 2015.
7
DESCRIPTION
OF COMMON STOCK
The following summary of the rights, preferences and privileges
of our common stock and certificate of incorporation and bylaws
does not purport to be complete and is qualified in its entirety
by reference to the provisions of applicable law and to our
certificate of incorporation and bylaws.
Our authorized capital stock consists of:
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80,000,000 shares of common stock, $0.01 par
value; and
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5,000,000 shares of preferred stock, $0.01 par value,
none of which are currently designated.
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Holders of common stock are entitled to one vote per share on
all matters to be voted upon by the stockholders. Because
holders of common stock do not have cumulative voting rights,
the holders of a majority of the shares of common stock can
elect all of the members of the board of directors standing for
election. The holders of common stock are entitled to receive
dividends as may be declared by the board of directors. Upon our
liquidation, dissolution or winding up, and subject to any prior
rights of outstanding preferred stock, the holders of our common
stock will be entitled to share pro rata in the distribution of
all of our assets available for distribution to our stockholders
after satisfaction of all of our liabilities and the payment of
the liquidation preference of any preferred stock that may be
outstanding. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common
stock are fully paid and non-assessable. The holders of our
common stock have no preemptive or other subscription rights to
purchase our common stock.
Subject to the provisions of the certificate of incorporation
and limitations prescribed by law, the board of directors has
the authority to issue up to 5,000,000 shares of preferred
stock in one or more series and to fix the rights, preferences,
privileges and restrictions of the preferred stock, including
dividend rights, dividend rates, conversion rates, voting
rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or
the designation of the series, which may be superior to those of
the common stock, without further vote or action by the
stockholders. We have no present plans to issue any shares of
preferred stock.
One of the effects of undesignated preferred stock may be to
enable the board of directors to render more difficult or to
discourage an attempt to obtain control of us by means of a
tender offer, proxy contest, merger or otherwise, and, as a
result, protect the continuity of our management. The issuance
of shares of the preferred stock under the board of
directors authority described above may adversely affect
the rights of the holders of common stock. For example,
preferred stock issued by us may rank prior to the common stock
as to dividend rights, liquidation preference or both, may have
full or limited voting rights and may be convertible into shares
of common stock. Accordingly, the issuance of shares of
preferred stock may discourage bids for the common stock or may
otherwise adversely affect the market price of the common stock.
Delaware
Anti-Takeover Law and Charter and Bylaw Provisions
We are subject to the provisions of Section 203 of the
Delaware General Corporation Law. In general, Section 203
prohibits a publicly held Delaware corporation from engaging in
a business combination with an interested
stockholder for a period of three years after the date of
the transaction in which the person became an interested
stockholder, unless the business combination is approved in a
prescribed manner.
Section 203 defines a business combination as a
merger, asset sale or other transaction resulting in a financial
benefit to the interested stockholders. Section 203 defines
an interested stockholder as a person who, together
with affiliates and associates, owns, or, in some cases, within
three years prior, did own, 15% or more of the
corporations voting stock. Under Section 203, a
business combination between us and an interested stockholder is
prohibited unless:
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our board of directors approved either the business combination
or the transaction that resulted in the stockholder becoming an
interested stockholder prior to the date the person attained the
status;
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upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of our voting stock outstanding
at the time the transaction commenced, excluding, for purposes
of determining the number of shares outstanding, shares owned by
(1) persons who are directors and also officers and
(2) employee stock plans, under which employee participants
do not have the right to determine confidentially whether shares
held under the plan will be tendered in a tender or exchange
offer; or
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the business combination is approved by our board of directors
on or subsequent to the date the person became an interested
stockholder and authorized at an annual or special meeting of
the stockholders by the affirmative vote of the holders of at
least
662/3%
of the outstanding voting stock that is not owned by the
interested stockholder.
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This provision has an anti-takeover effect with respect to
transactions not approved in advance by our board of directors,
including discouraging takeover attempts that might result in a
premium over the market price for the shares of our common
stock. With approval of our stockholders, we could amend our
certificate of incorporation in the future to elect not to be
governed by the anti-takeover law. This election would be
effective 12 months after the adoption of the amendment and
would not apply to any business combination between us and any
person who became an interested stockholder on or before the
adoption of the amendment.
Provisions
of Our Certificate of Incorporation and Bylaws
Our certificate of incorporation and bylaws provide that any
action required or permitted to be taken by our stockholders
must be taken at a duly called meeting of stockholders and not
by written consent. Under Delaware law, the power to adopt,
amend or repeal bylaws is conferred upon the stockholders. A
corporation may, however, in its certificate of incorporation
also confer upon the board of directors the power to adopt,
amend or repeal its bylaws. Our charter and bylaws grant our
board the power to adopt, amend and repeal our bylaws on the
affirmative vote of a majority of the directors then in office.
Our stockholders may adopt, amend or repeal our bylaws but only
at any regular or special meeting of stockholders by the holders
of not less than
662/3%
of the voting power of all outstanding voting stock. Also, our
bylaws preclude the ability of our stockholders to call special
meetings of stockholders. Advance notice is required for
stockholders to nominate directors or to submit proposals for
consideration at meetings of stockholders. In addition, the
ability of our stockholders to remove directors without cause is
precluded.
Our board of directors is divided into three classes, and
directors serve staggered three-year terms. Any vacancies on the
board of directors shall be filled by vote of the board of
directors until the next meeting of stockholders when the
election of directors is in the regular course of business, and
until a successor has been duly elected and qualified.
The foregoing provisions of our certificate of incorporation and
bylaws and the provisions of Section 203 of the Delaware
General Corporation Law could have the effect of delaying,
deferring or preventing a change of control of our company.
Liability
and Indemnification of Officers and Directors
Our certificate of incorporation and bylaws provide that
indemnification shall be to the fullest extent permitted by the
Delaware General Corporation Law, or DGCL, for all current or
former directors or officers of Basic Energy Services. As
permitted by the DGCL, the certificate of incorporation provides
that directors of Basic Energy Services shall have no personal
liability to Basic Energy Services or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the directors duty of
loyalty to Basic Energy Services or its stockholders,
(2) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law,
(3) under Section 174 of the DGCL or (4) for any
transaction from which a director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to
authorize the further elimination or limitation of
directors liability, then the liability of our directors
will automatically be limited to the fullest extent provided by
law.
9
We have also entered into indemnification agreements with all of
our directors and some of our executive officers (including each
of our named executive officers). These indemnification
agreements are intended to permit indemnification to the fullest
extent now or hereafter permitted by the General Corporation Law
of the State of Delaware. It is possible that the applicable law
could change the degree to which indemnification is expressly
permitted. The indemnification agreements cover expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement incurred as a result of the fact that such
person, in his or her capacity as a director or officer, is made
or threatened to be made a party to any suit or proceeding. The
indemnification agreements generally cover claims relating to
the fact that the indemnified party is or was an officer,
director, employee or agent of us or any of our affiliates, or
is or was serving at our request in such a position for another
entity. The indemnification agreements also obligate us to
promptly advance all reasonable expenses incurred in connection
with any claim. The indemnitee is, in turn, obligated to
reimburse us for all amounts so advanced if it is later
determined that the indemnitee is not entitled to
indemnification. The indemnification provided under the
indemnification agreements is not exclusive of any other
indemnity rights; however, double payment to the indemnitee is
prohibited.
We have also agreed to obtain and maintain director and officer
liability insurance for the benefit of each of the above
indemnitees. These policies include coverage for losses for
wrongful acts and omissions and to ensure our performance under
the indemnification agreements. Each of the indemnitees are
named as an insured under such policies and provided with the
same rights and benefits as are accorded to the most favorably
insured of our directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, or the Securities Act, may be permitted
to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, we have been informed that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Transfer
Agent and Registrar
The transfer agent and registrar for the common stock is
American Stock Transfer & Trust Company.
10
PLAN OF
DISTRIBUTION
We are registering the common stock covered by this prospectus
to permit the selling stockholders to conduct public secondary
trading of such shares from time to time after the date of this
prospectus. We will not receive any of the proceeds of the sale
of the shares of common stock offered by this prospectus. The
aggregate proceeds to the selling stockholders from the sale of
such common stock will be the purchase price of the common stock
less any discounts and commissions. The selling stockholders
reserve the right to accept and, together with their agents, to
reject, any proposed purchases of common stock to be made
directly or through agents.
The common stock offered by this prospectus may be sold from
time to time to purchasers:
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directly by the selling stockholders and their successors, which
includes their donees, pledgees or transferees or their
successors-in-interest; or
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through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, commissions or
concessions from the selling stockholders or the purchasers of
the common stock. These discounts, commissions or concessions
may be in excess of those customary in the types of transactions
involved.
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Any underwriters, broker-dealers or agents who participate in
the sale or distribution of the common stock may be deemed to be
underwriters within the meaning of the Securities
Act. Any affiliate of a selling stockholder that is a registered
broker-dealer may be deemed to be an underwriter. As a result,
any profits on the sale of the common stock by such selling
stockholders and any discounts, commissions or concessions
received by it may be deemed to be underwriting discounts and
commissions under the Securities Act. Affiliates of selling
stockholders who are deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act
will be subject to prospectus delivery requirements of the
Securities Act. Underwriters are subject to certain statutory
liabilities, including, but not limited to, Sections 11, 12
and 17 of the Securities Act.
The common stock may be sold in one or more transactions at:
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fixed prices;
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prevailing market prices at the time of sale;
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prices related to such prevailing market prices;
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varying prices determined at the time of sale; or
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negotiated prices.
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These sales may be effected in one or more transactions:
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on any national securities exchange or quotation service on
which the common stock may be listed or quoted at the time of
the sale;
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in the
over-the-counter
market;
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in transactions other than on such exchanges or services or in
the
over-the-counter
market;
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through the writing of options (including the issuance by the
selling stockholders of derivative securities), whether the
options or such other derivative securities are listed on an
options exchange or otherwise;
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through the settlement of short sales; or
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through any combination of the foregoing.
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These transactions may include block transactions or crosses.
Crosses are transactions in which the same broker acts as an
agent on both sides of the trade.
11
In connection with the sales of the common stock, the selling
stockholders may enter into hedging transactions with
broker-dealers or other financial institutions which in turn may:
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engage in short sales of the common stock in the course of
hedging their positions;
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sell the common stock short and deliver the common stock to
close out short positions;
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loan or pledge the common stock to broker-dealers or other
financial institutions that in turn may sell the common stock;
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enter into option or other transactions with broker-dealers or
other financial institutions that require the delivery to the
broker-dealer or other financial institution of the common
stock, which the broker-dealer or other financial institution
may resell under the prospectus; or
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enter into transactions in which a broker-dealer makes purchases
as a principal for resale for its own account or through other
types of transactions.
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There can be no assurance that any selling stockholder will sell
any or all of its common stock pursuant to this prospectus.
Further, we cannot assure you that any such selling stockholder
will not transfer, devise or gift the common stock by other
means not described in this prospectus. In addition, any common
stock covered by this prospectus that qualifies for sale under
Rule 144 or Rule 144A of the Securities Act may be
sold under Rule 144 or Rule 144A rather than pursuant
to this prospectus. The common stock covered by this prospectus
may also be sold to
non-U.S. persons
outside the U.S. in accordance with Regulation S under
the Securities Act rather than pursuant to this prospectus. The
common stock may be sold in some states only through registered
or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or
qualification is available and complied with.
The selling stockholders and any other person participating in
the sale of the common stock will be subject to the applicable
provisions of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, or the
Exchange Act. The Exchange Act rules include, without
limitation, Regulation M, which may limit the timing of
purchases and sales of any of the common stock by the selling
stockholders and any other such person. In addition,
Regulation M may restrict the ability of any person engaged
in the distribution of the common stock to engage in
market-making activities with respect to the particular common
stock being distributed. This may affect the marketability of
the common stock and the ability of any person or entity to
engage in market-making activities with respect to the common
stock.
We will pay all expenses of the registration of the shares
pursuant to the Stockholders Agreement, including, without
limitation, SEC filing fees and expenses of compliance with
state securities or blue sky laws; provided,
however, that the selling stockholders will pay all underwriting
discounts and commissions, if any. Pursuant to the
Stockholders Agreement, we will indemnify the selling
stockholders against certain liabilities, including some
liabilities under the Securities Act. Pursuant to the
Stockholders Agreement, we may be indemnified by the
selling stockholders against certain liabilities, including
liabilities under the Securities Act, that may arise from any
written information furnished to us by the selling stockholders
specifically for use in this prospectus.
12
LEGAL
MATTERS
The validity of the shares of common stock offered pursuant to
this prospectus will be passed upon by Andrews Kurth LLP. Any
underwriter will be advised about other issues relating to any
offering by its own legal counsel.
EXPERTS
The consolidated financial statements and related financial
statement schedules of Basic Energy Services, Inc. as of
December 31, 2010 and 2009, and for each of the years in
the three-year period ended December 31, 2010, and the
effectiveness of internal control over financial reporting as of
December 31, 2010 have been incorporated by reference
herein in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on
Form S-3
that we filed with the SEC using a shelf
registration process. This prospectus does not contain all of
the information set forth in the registration statement, or the
exhibits that are a part of the registration statement, parts of
which are omitted as permitted by the rules and regulations of
the SEC. For further information about us and about our common
stock, please refer to the information below and to the
registration statement and the exhibits that are a part of the
registration statement.
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
materials that we have filed with the SEC at the SECs
Public Reference Room at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by
calling the SEC at
1-800-SEC-0330.
The SEC maintains an internet site that contains reports, proxy
and information statements, and other information regarding us.
The SECs website address is www.sec.gov. You may also
inspect our SEC reports and other information at the New York
Stock Exchange, 20 Broad Street, New York, New York 10005,
or at our website at www.basicenergyservices.com. Information
contained on our website is not incorporated by reference into
this prospectus.
INCORPORATION
BY REFERENCE
We are incorporating by reference the information we file with
the SEC, which means that we can disclose important information
to you by referring you to those documents. The information
incorporated by reference is an important part of this
prospectus, and information that we file after the date of this
prospectus with the SEC will automatically update and supersede
the information in the prospectus and in our other filings with
the SEC.
We incorporate by reference in this prospectus the documents
listed below which we filed with the SEC and any future filings
that we may make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act (excluding any information
furnished pursuant to Item 2.02 or Item 7.01 on any
Current Report on
Form 8-K)
subsequent to the date of this prospectus and prior to the
completion of the offering of the securities pursuant to this
prospectus.
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Our annual report on
Form 10-K
for the year ended December 31, 2010, filed with the SEC on
February 25, 2011, which we refer to as our 2010
Form 10-K;
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The portions of our Definitive Proxy Statement on
Schedule 14A filed on April 21, 2011 that are
incorporated by reference into Part III of our 2010
Form 10-K;
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Our quarterly reports on
Form 10-Q
for the quarters ended March 31 and June 30, 2011, filed
with the SEC on April 27, 2011 and July 25, 2011,
respectively;
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Our current reports on
Form 8-K
and 8-K/A,
filed with the SEC on February 3, 2011 (Item 8.01
only), February 9, 2011, February 18, 2011,
February 23, 2011, March 16, 2011, April 12,
2011, May 27, 2011 (as amended June 1, 2011),
June 7, 2011, June 13, 2011, June 14, 2011,
July 12, 2011 and July 21, 2011; and
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The description of our common stock contained in our
registration statement on Form
8-A filed
with the SEC on December 6, 2005, including any amendment
or report filed for the purpose of updating such description.
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Any statement contained in a document all or a portion of which
is incorporated by reference in this prospectus will be deemed
to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this prospectus or in
any future filings that we incorporate by reference herein
modifies or supersedes the statement. Any such statement or
document so modified or superseded will not be deemed, except as
so modified or superseded, to constitute a part of this
prospectus.
You may request, orally or in writing, a copy of any of these
filings (other than an exhibit to those filings unless we have
specifically incorporated that exhibit by reference into the
filing), at no cost, by contacting us at the following address:
Basic Energy
Services, Inc.
500 W. Illinois, Suite 100
Midland, Texas 79701
Phone:
(432) 620-5500
Attn: Investor Relations
14
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following table sets forth the various expenses payable by
us in connection with the sale and distribution of the
securities being registered. All amounts shown are estimates
except for the Securities and Exchange Commission registration
fee.
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SEC registration fee
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$
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77,277
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Accounting fees and expenses
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$
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40,000
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Legal fees and expenses
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$
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30,000
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Miscellaneous
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$
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5,000
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Total
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$
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152,277
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Item 15.
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Indemnification
of Directors and Officers.
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Basic Energy Services, Inc. is incorporated under the laws of
the State of Delaware. Section 145 of the Delaware General
Corporation Law (DGCL) provides that a corporation
may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 145 further provides that a
corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys fees) actually and reasonably
incurred in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper. Basic Energy
Services certificate of incorporation and bylaws provide
that indemnification shall be to the fullest extent permitted by
the DGCL for all current or former directors or officers of
Basic Energy Services. As permitted by the DGCL, the certificate
of incorporation provides that directors of Basic Energy
Services shall have no personal liability to Basic Energy
Services or its stockholders for monetary damages for breach of
fiduciary duty as a director, except (1) for any breach of
the directors duty of loyalty to Basic Energy Services or
its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or knowing
violation of law, (3) under Section 174 of the DGCL or
(4) for any transaction from which a director derived an
improper personal benefit.
We have also entered into indemnification agreements with all of
our directors and some of our executive officers (including each
of our named executive officers). These indemnification
agreements are intended to permit indemnification to the fullest
extent now or hereafter permitted by the General Corporation Law
of the
II-1
State of Delaware. It is possible that the applicable law could
change the degree to which indemnification is expressly
permitted.
The indemnification agreements cover expenses (including
attorneys fees), judgments, fines and amounts paid in
settlement incurred as a result of the fact that such person, in
his or her capacity as a director or officer, is made or
threatened to be made a party to any suit or proceeding. The
indemnification agreements generally cover claims relating to
the fact that the indemnified party is or was an officer,
director, employee or agent of us or any of our affiliates, or
is or was serving at our request in such a position for another
entity. The indemnification agreements also obligate us to
promptly advance all reasonable expenses incurred in connection
with any claim. The indemnitee is, in turn, obligated to
reimburse us for all amounts so advanced if it is later
determined that the indemnitee is not entitled to
indemnification. The indemnification provided under the
indemnification agreements is not exclusive of any other
indemnity rights; however, double payment to the indemnitee is
prohibited.
We are not obligated to indemnify the indemnitee with respect to
claims brought by the indemnitee against:
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claims regarding the indemnitees rights under the
indemnification agreement;
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claims to enforce a right to indemnification under any statute
or law; and
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counter-claims against us in a proceeding brought by us against
the indemnitee; or
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any other person, except for claims approved by our board of
directors.
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We have also agreed to obtain and maintain director and officer
liability insurance for the benefit of each of the above
indemnitees. These policies will include coverage for losses for
wrongful acts and omissions and to ensure our performance under
the indemnification agreements. Each of the indemnitees will be
named as an insured under such policies and provided with the
same rights and benefits as are accorded to the most favorably
insured of our directors and officers.
The exhibits listed in the accompanying Exhibit Index are
filed (except where otherwise indicated) as part of this
registration statement.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement;
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
II-2
provided, however, that paragraphs A(l)(a), A(l)(b)
and A(1)(c) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(a) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(b) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided,
however, that no statement made in a registration
statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(b) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(c) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(d) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
II-3
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
D. The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of
Rule 14a-3
or
Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of
Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Houston, State of Texas, on the 25th day of July, 2011.
BASIC ENERGY SERVICES, INC.
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By:
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/s/ Kenneth
V. Huseman
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Kenneth V. Huseman
President and Chief Executive Officer
POWER OF
ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of the Registrant hereby constitutes and
appoints Kenneth V. Huseman and Alan Krenek his true and lawful
attorney-in-fact
and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all
capacities, to sign, execute and file this registration
statement under the Securities Act of 1933, as amended, and any
or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities
and Exchange Commission or any regulatory authority, granting
unto such attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he
himself might or could do, if personally present, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or
cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature
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Capacities
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Date
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/s/ Kenneth
V. Huseman
Kenneth
V. Huseman
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President and Chief Executive Officer (Principal Executive
Officer) and Director
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July 25, 2011
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/s/ Alan
Krenek
Alan
Krenek
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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July 25, 2011
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/s/ Steven
A. Webster
Steven
A. Webster
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Chairman of the Board
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July 25, 2011
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/s/ James
S. DAgostino, Jr.
James
S. DAgostino, Jr.
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Director
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July 25, 2011
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/s/ William
E. Chiles
William
E. Chiles
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Director
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July 25, 2011
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/s/ Robert
F. Fulton
Robert
F. Fulton
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Director
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July 25, 2011
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II-5
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Signature
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Capacities
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Date
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/s/ Antonio
O. Garza, Jr.
Antonio
O. Garza, Jr.
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Director
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July 25, 2011
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/s/ Sylvester
P. Johnson, IV
Sylvester
P. Johnson, IV
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Director
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July 25, 2011
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/s/ Thomas
P. Moore, Jr.
Thomas
P. Moore, Jr.
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Director
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July 25, 2011
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II-6
EXHIBIT INDEX
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Number
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Description
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1
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.1**
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Form of Underwriting Agreement.
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2
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.1
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Agreement and Plan of Merger, dated as of January 8, 2007,
by and among Basic Energy Services, Inc., JS Acquisition LLC and
JetStar Consolidated Holdings, Inc. (Incorporated by reference
to Exhibit 2.1 of the Companys Current Report on
Form 8-K
(SEC File
No. 001-32693),
filed on March 8, 2007)
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2
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.2
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Amendment to Merger Agreement, dated as of March 5, 2007,
by and among Basic Energy Services, Inc., JS Acquisition LLC and
JetStar Consolidated Holdings, Inc. (Incorporated by reference
to Exhibit 2.2 of the Companys Current Report on
Form 8-K
(SEC File
No. 001-32693),
filed on March 8, 2007)
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4
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.1
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Amended and Restated Certificate of Incorporation of Basic
Energy Services, Inc., dated September 22, 2005.
(Incorporated by reference to Exhibit 3.1 of the
Companys Registration Statement on
Form S-1
(SEC File
No. 333-127517),
filed on September 28, 2005)
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4
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.2
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Amended and Restated Bylaws of Basic Energy Services, Inc.,
effective as of March 9, 2010. (Incorporated by reference
to Exhibit 3.1 of the Companys Current Report on
Form 8-K
(SEC File
No. 001-32693),
filed on March 15, 2010)
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4
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.3
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Specimen Stock Certificate representing common stock of Basic
Energy Services, Inc. (Incorporated by reference to
Exhibit 4.1 of the Companys Registration Statement on
Form S-1
(SEC File
No. 333-127517),
filed on November 4, 2005)
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4
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.4
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Third Amended and Restated Stockholders Agreement entered
into effective as of December 20, 2010, by and among Basic
Energy Services, Inc., DLJMB Funding III, Inc., DLJ ESC II,
L.P., DLJ Offshore Partners III, C.V., DLJ MB Partners III
GmbH & Co., KG, DLJ Merchant Banking Partners III,
L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners
III-2, C.V., Millennium Partners II, L.P., and MBP Plan
Investors, L.P. (Incorporated by reference to Exhibit 10.1
of the Companys Current Report on
Form 8-K
(SEC File
No. 001-32693),
filed on December 22, 2010)
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5
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.1*
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Opinion of Andrews Kurth LLP regarding the legality of the
common stock being registered.
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23
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.1*
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Consent of KPMG LLP.
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23
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.2*
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Consent of Andrews Kurth LLP (included in Exhibit 5.1).
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24
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.1*
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Powers of Attorney (included in Part II as part of the
signature page of the Registration Statement)
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* |
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Filed herewith. |
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** |
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To be filed by amendment or as an exhibit to Current Report on
Form 8-K
filed at a later date in connection with a specific offering. |
II-7