0001209191-19-020127.txt : 20190318 0001209191-19-020127.hdr.sgml : 20190318 20190318194216 ACCESSION NUMBER: 0001209191-19-020127 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171219 FILED AS OF DATE: 20190318 DATE AS OF CHANGE: 20190318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity InvestCo, L.P. CENTRAL INDEX KEY: 0001756331 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19689829 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: 3107121850 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 Investment Holdings IC (Cayman), LLC CENTRAL INDEX KEY: 0001756330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19689830 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: 3107121850 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 Investment Holdings, LLC CENTRAL INDEX KEY: 0001634372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19689831 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310 712 1195 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-12-19 0 0000318996 KEY ENERGY SERVICES INC KEG 0001756331 Platinum Equity InvestCo, L.P. C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001756330 Platinum Equity Investment Holdings IC (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001634372 Platinum Equity Investment Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 Common Stock 10309609 I See footnotes. The 10,309,609 shares of common stock is the amount the reporting persons may be deemed to beneficially own as of the date of this filing. On December 19, 2017, the date of the internal restructuring described below, the reporting persons may have been deemed to beneficially own 9,800,630 shares of common stock. Includes 9,800,630 shares issued to Soter Capital, LLC ("Soter) in connection with 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 3) 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 InvestCo, L.P. ("PEI LP") owns all of the economic interests in PEIH III and may be deemed to beneficially own the common stock beneficially owned by PEIH III. Platinum Equity Investment Holdings IC (Cayman), LLC ("PEIH IC LLC") is the general partner of PEI LP and may be deemed to beneficially own the common stock beneficially owned by PEI LP. Platinum InvestCo (Cayman), LLC ("PIC LLC") holds a controlling interest in PEI LP and may be deemed to beneficially own common stock beneficially owned by PEI LP. (Continued from Footnote 4) Platinum Equity Investment Holdings, LLC ("PEIH LLC") is the sole member of PEIH IC LLC and may be deemed to beneficially own the common stock beneficially owned by PEIH IC LLC. Platinum Equity Investment Holdings III Manager, LLC ("PEIH III Manager") is the sole manager of PEIH III and may be deemed to beneficially own the common stock beneficially owned by PEIH III. Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH III Manager and PEIH LLC and may be deemed to beneficially own the common stock beneficially owned by each of PEIH III Manager and PEIH LLC. Platinum Equity and Tom Gores, together, hold a controlling interest in PIC LLC and may be deemed to beneficially own the common stock beneficially owned by PIC LLC. (Continued from Footnote 5) 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. On December 19, 2017, as part of an internal restructuring by certain of the entities described above, (i) PEI LP obtained ownership of all of the economic interests in PEIH III, (ii) PEIH IC LLC became the general partner of PEI LP and (iii) PEIH LLC became the sole member of PEIH IC LLC. As a result, (i) PEI LP may be deemed to beneficially own the common stock beneficially owned by PEIH III, (ii) PEIH IC LLC may be deemed to beneficially own the common stock beneficially owned by PEI LP and (iii) PEIH LLC may be deemed to beneficially own the common stock beneficially owned by PEIH IC LLC. The internal restructuring did not change or have any effect on the pecuniary interest of any other entity. See Exhibit 99.1 - Signatures 2019-03-18 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

SIGNATURES

Dated: March 18, 2019



PLATINUM EQUITY INVESTCO, L.P.
By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner

By:	/s/ Justin Maroldi
-----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary

PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC

By:	/s/ Justin Maroldi
-----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary


PLATINUM EQUITY INVESTMENT HOLDINGS, LLC

By:	/s/ Justin Maroldi
-----------------------------------
Name:  Justin Maroldi
Title:  Assistant Secretary


[Signature Page to Form 3]