0000899243-17-009678.txt : 20170406 0000899243-17-009678.hdr.sgml : 20170406 20170406174635 ACCESSION NUMBER: 0000899243-17-009678 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20161215 FILED AS OF DATE: 20170406 DATE AS OF CHANGE: 20170406 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEY ENERGY SERVICES INC CENTRAL INDEX KEY: 0000318996 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 042648081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-651-4300 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: KEY ENERGY GROUP INC DATE OF NAME CHANGE: 19950217 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL ENVIRONMENTAL GROUP INC DATE OF NAME CHANGE: 19921228 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE COMPANIES INC DATE OF NAME CHANGE: 19891012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PLATINUM EQUITY LLC CENTRAL INDEX KEY: 0001228754 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 17746986 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121195 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III, LLC CENTRAL INDEX KEY: 0001676357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 17746987 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 228-9602 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Tom CENTRAL INDEX KEY: 0001471783 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 17746988 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soter Capital Holdings, LLC CENTRAL INDEX KEY: 0001702983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 17746990 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Partners III, LLC CENTRAL INDEX KEY: 0001676358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 17746984 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 228-9602 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PE Soter Holdings, LLC CENTRAL INDEX KEY: 0001702990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 17746989 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Capital Soter Partners, L.P. CENTRAL INDEX KEY: 0001702980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 17746985 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soter Capital, LLC CENTRAL INDEX KEY: 0001703043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 17746991 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-12-15 0 0000318996 KEY ENERGY SERVICES INC KEG 0001703043 Soter Capital, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001702983 Soter Capital Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 0 0 1 0 0001702990 PE Soter Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001702980 Platinum Equity Capital Soter Partners, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001676358 Platinum Equity Partners III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001676357 Platinum Equity Investment Holdings III, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001228754 PLATINUM EQUITY LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001471783 Gores Tom C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 Common Stock, par value $0.01 per share 9800630 D These shares were issued to Soter Capital, LLC ("Soter") in connection with the issuer's emergence from bankruptcy on December 15, 2016 and Soter's participation in the related rights offering. Soter Capital Holdings, LLC ("SCH") is the sole member of Soter and may be deemed to beneficially own the common stock beneficially owned by Soter. PE Soter Holdings, LLC ("PESH") holds a majority membership interest in SCH and may be deemed to beneficially own the common stock beneficially owned by SCH. Platinum Equity Capital Soter Partners, L.P. ("PECSP") holds a majority membership interest in PESH and may be deemed to beneficially own the common stock beneficially owned by PESH. Platinum Equity Partners III, LLC ("PEP III") is the general partner of PECSP and may be deemed to beneficially own the common stock beneficially owned by PECSP. (Continued from Footnote 2) Platinum Equity Investment Holdings III, LLC ("PEIH III") is the senior managing member of PEP III and may be deemed to beneficially own the common stock beneficially owned by PEP III. Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH III and may be deemed to beneficially own the common stock beneficially owned by PEIH III. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the common stock beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all the shares of common stock held by each of the entities listed above with respect to which he does not have a pecuniary interest. 1. Exhibit 24 - Power of Attorney 2. Exhibit 99.1 - Signatures See Exhibit 99.1 - Signatures 2017-04-06 EX-24 2 attachment1.htm EX-24 DOCUMENT 
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Mary Ann Sigler as the undersigned's true and lawful
attorney-in-fact, with full power of substitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to:

         (1) prepare and execute for and on behalf of the undersigned Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder, including any joint filing agreement thereunder, and
do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, or
complete and execute any amendment or amendments thereto;

         (2) prepare and execute for and on behalf of the undersigned reports of
ownership on Schedule 13D or 13G under the Securities Exchange Act of 1934 and
the rules thereunder, including any joint filing agreement thereunder, and do
and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such reports or schedules,
and complete and execute any amendment or amendments thereto; and

         (3) timely file such forms with the U.S. Securities and Exchange
Commission and any stock exchange or similar authority, and to take any other
action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.

         The undersigned hereby grants to such attorney-in-fact 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, as fully to all intents and purposes as
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 28th day of October, 2010.

                                         Tom Gores

                                         /s/ Tom Gores
                                         ----------------
EX-99.1 3 attachment2.htm EX-99.1 DOCUMENT 
SIGNATURES OF REPORTING PERSONS:

SOTER CAPITAL, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  President and Treasurer

SOTER CAPITAL HOLDINGS, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  President and Treasurer

PE SOTER HOLDERS, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  President and Treasurer

PLATINUM EQUITY CAPITAL SOTER PARTNERS, L.P.
By:  Platinum Equity Partners III, LLC, its general partner
By:  Platinum Equity Investment Holdings III, LLC, its senior
managing member

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY PARTNERS III, LLC
By:  Platinum Equity Investment Holdings III, LLC, its senior
managing member

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY INVESTMENT HOLDINGS III, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Executive Vice President, Chief Financial Officer and
        Treasurer

Tom Gores

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Attorney-in-Fact for Tom Gores