0001123292-19-001228.txt : 20191017 0001123292-19-001228.hdr.sgml : 20191017 20191017165233 ACCESSION NUMBER: 0001123292-19-001228 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191017 DATE AS OF CHANGE: 20191017 GROUP MEMBERS: EDWARD A. MULE GROUP MEMBERS: ROBERT J. O'SHEA SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81236 FILM NUMBER: 191155626 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Silver Point Capital L.P. CENTRAL INDEX KEY: 0001332784 IRS NUMBER: 223844936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLAZA, FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 542-4000 MAIL ADDRESS: STREET 1: TWO GREENWICH PLAZA, FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 silverpoint13da_10112019.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)


Basic Energy Services, Inc.
Common Stock, par value $0.01 per share
(Title of Class of Securities)

06985P209
(CUSIP Number)

Steven Weiser
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
203-542-4200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 15, 2019
(Date of Event Which Requires Filing of this Statement)





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.


* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D
 
 
 
 
CUSIP NO. 06985P209
 
 
 
 
 
 
 
 
 
 
  1 
 
NAMES OF REPORTING PERSONS
 
Silver Point Capital, L.P.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☒
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)  ☐
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER*
 
2,266,788
  
  8
  
SHARED VOTING POWER*
 
-0-
  
  9
  
SOLE DISPOSITIVE POWER*
 
2,266,788
  
10
  
SHARED DISPOSITIVE POWER*
 
-0-
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
2,266,788
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
13
 
PERCENT OF CLASS REPRESENTED IN ROW (11)*
 
8.8%(1)
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA, PN
 
*
See Item 5.
1 
This percentage is calculated based upon 25,816,692 shares of Common Stock outstanding as of July 31, 2019, as reported in the Issuer's Form 10-Q filed on August 2, 2019.
 
 
SCHEDULE 13D
 
 
 
 
CUSIP NO. 06985P209
 
 
 
 
 
 
 
 
 
 
  1 
 
NAMES OF REPORTING PERSONS
 
Edward A. Mulé
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☒
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)  ☐
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER*
 
-0-
  
  8
  
SHARED VOTING POWER*
 
2,266,788
  
  9
  
SOLE DISPOSITIVE POWER*
 
-0-
  
10
  
SHARED DISPOSITIVE POWER*
 
2,266,788
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
2,266,788
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
13
 
PERCENT OF CLASS REPRESENTED IN ROW (11)*
 
8.8%(1)
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
*
See Item 5
 
 

SCHEDULE 13D
 
 
 
 
CUSIP NO. 06985P209
 
 
 
 
 
 
 
 
 
 
  1 
 
NAMES OF REPORTING PERSONS
 
Robert J. O'Shea
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ☐        (b)  ☒
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
  5
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)  ☐
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER*
 
-0-
  
  8
  
SHARED VOTING POWER*
 
2,266,788
  
  9
  
SOLE DISPOSITIVE POWER*
 
-0-
  
10
  
SHARED DISPOSITIVE POWER*
 
2,266,788
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
2,266,788
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
 
13
 
PERCENT OF CLASS REPRESENTED IN ROW (11)*
 
8.8%(1)
14
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
*
See Item 5.
 


Explanatory Note

This Amendment No. 11 (the "Amendment") amends the statement on Schedule 13D originally filed by the Reporting Persons on January 3, 2017, as amended by Amendment No. 1 filed by the Reporting Persons on January 25, 2017, as further amended by Amendment No. 2 filed by the Reporting Persons on March 15, 2017, as further amended by Amendment No. 3 filed by the Reporting Persons on July 3, 2017, as further amended by Amendment No. 4 filed by the Reporting Persons on November 9, 2017, as further amended by Amendment No. 5 filed by the Reporting Persons on December 22, 2017, as further amended by Amendment No. 6 filed by the Reporting Persons on December 26, 2017, as further amended by Amendment No. 7 filed by the Reporting Persons on January 24, 2018, as further amended by Amendment No. 8 filed by the Reporting Persons on February 7, 2018, as further amended by Amendment No. 9 filed by the Reporting Persons on October 4, 2019 and as further amended by Amendment No. 10 filed by the Reporting Persons on October 11, 2019 (as amended, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
 

Item 5. Interests in Securities of the Issuer.

Item 5(c) is hereby amended as follows:

(a)  The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons beneficially own the Common Stock reported herein. There were 25,816,692 shares of Common Stock outstanding as of July 31, 2019, as reported in the Issuer's Form 10-Q filed on August 2, 2019.  The shares of Common Stock reported herein represent approximately 8.8% of the outstanding Common Stock.

(b)  The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. Silver Point has sole voting and dispositive power with respect to the Common Stock reported herein.  Messrs. Mulé and O’Shea may be deemed to have shared voting and dispositive power with respect thereto by reason of their status as members of Management.

(c)  Within the past sixty days, the Reporting Persons have engaged in the following transactions in the Common Stock:
 
Transaction Date
Transaction Type
 
Number of Shares
 
 
Price Per Share
 
 
 
 
 
 
 
 
 
 
 
October 4, 2019
Open Market Sale
 
 
53,499
 
 
$
1.32
 
October 7, 2019
Open Market Sale
 
 
25,000
 
 
$
1.21
 
October 8, 2019
Open Market Sale
 
 
275,000
 
 
$
1.07
 
October 9, 2019
Open Market Sale
 
 
79,665
 
 
$
1.02
 
October 10, 2019
Open Market Sale
 
 
55,299
 
 
$
1.05
 
October 11, 2019
Open Market Sale
 
 
 100,000
 
 
$
1.03
 
October 15, 2019
Open Market Sale
    
325,000
    
$
0.86
  
October 16, 2019
Open Market Sale
    
100,000
    
$
0.88
  

(d)  Not applicable.

(e)  Not applicable.


Item 7.
Material to be filed as Exhibits.
 
 
 
 
 
 
Exhibit 1
  
Joint Filing Agreement, dated as of October 17, 2019, by and among the Reporting Persons.
 
 
Exhibit 2
  
Registration Rights Agreement, dated as of December 23, 2016, by and among Basic Energy Services, Inc. and the parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer's form 8-A filed on December 23, 2016).
 
 
Exhibit 3
  
Power of Attorney of Edward A. Mulé (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).
 
 
Exhibit 4
  
Power of Attorney of Robert O'Shea (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).



SIGNATURES


After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 11 to Schedule 13D is true, complete and correct.
Dated: October 17, 2019
 
 
Silver Point Capital, L.P.
 
 
 
 
 
 
By:
/s/ Steven Weiser
 
 
Name:
Steven Weiser
 
 
Title:
Authorized Signatory
 
 
 
 
 
 
Edward A. Mulé
 
 
 
 
By:
/s/ Steven Weiser
 
 
Name:
Steven Weiser
 
 
Title:
Attorney-in-fact
 
 
 
 
 
 
Robert J. O'Shea
 
 
 
 
 
 
By:
/s/ Steven Weiser
 
 
Name:
Steven Weiser
 
 
Title:
Attorney-in-fact
 




Exhibit 1


The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Amendment No. 11 to Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Amendment No. 10 to Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: October 17, 2019
 
 
Silver Point Capital, L.P.
 
 
 
 
By:
/s/ Steven Weiser
 
Name:
Steven Weiser
 
Title:
Authorized Signatory
 
 
 
 
Edward A. Mulé
 
 
By:
/s/ Steven Weiser
 
Name:
Steven Weiser
 
Title:
Attorney-in-fact
 
 
 
 
Robert J. O'Shea
 
 
 
 
By:
/s/ Steven Weiser
 
Name:
Steven Weiser
 
Title:
Attorney-in-fact