This Amendment No. 12 amends and
supplements the statement on Schedule 13D originally filed by
Ascribe Capital LLC (“Ascribe Capital”), Ascribe III Investments
LLC (“Fund III”) and American Securities LLC (“American Securities”
and, collectively with Ascribe Capital and Fund III, the “Reporting
Persons”) on January 3, 2017 (as amended, the “Schedule 13D”), with
respect to the common stock, par value $0.01 per share (“Common
Stock”), of Basic Energy Services, Inc. (the “Issuer”). All
capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as
Purchase and Exchange Agreements
On March 31, 2021, Fund III consummated the purchase (the
“Purchase”) from NexTier Holding Co. (“NexTier”) of $34,350,000 of
10.75% senior secured notes due October 2023 of the Issuer (the
“Senior Notes”) at par value, in accordance with the terms of the
Purchase Agreement by and among Fund III, the Issuer, NexTier and
C&J Well Services Inc.
Also on March 31, 2021, Fund III and the Issuer entered into a
Second Amendment to Exchange Agreement (the “Second Exchange
Agreement Amendment”), which amends certain provisions of the
Exchange Agreement. The Second Exchange Agreement Amendment
provides that, as soon as practicable after the consummation of the
Purchase, the Issuer will pay to Fund III an amount equal to
$47,500,000 (the “Make-Whole Reimbursement Amount”), payable in
additional Senior Notes with an aggregate principal amount (rounded
to the nearest $1,000) equal to the Make-Whole Reimbursement
Amount, in full and final settlement of any and all liability or
obligation of the Issuer with respect to the Make-Whole
The summary of the Second Exchange Agreement Amendment contained in
this Item 4 is qualified in its entirety by reference to the
underlying agreement, which is filed as an exhibit hereto and
incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
6 of the Schedule 13D is hereby amended and supplemented as
The response set forth in Item 4, and the agreement to which that
response refers (which is filed in connection with Item 7 hereto as
an exhibit), is incorporated by reference in its entirety.
Except as referenced above and herein, there are no contracts,
arrangements, understandings or relationships among the Reporting
Persons or between such persons and any other person with respect
to any securities of the Issuer.
Item 7. Material to Be Filed As Exhibits.
Item 7 of the Schedule 13D is
hereby amended and supplemented as follows:
Exhibit 99.1 – Joint Filing Agreement, dated as of January 3, 2017,
by and among the Reporting Persons (filed in original Schedule 13D,
dated January 3, 2017).
Exhibit 99.2 – 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 99.3 – Purchase Agreement, dated as of March 9, 2020, by
and among Ascribe III Investments LLC, Basic Energy Services, Inc.,
Nextier Holding Co. and C&J Well Services, Inc.
Exhibit 99.4 – Exchange Agreement, dated as of March 9, 2020, by
and between Basic Energy Services, Inc. and Ascribe III Investments
Exhibit 99.5 – Stockholders Agreement, dated as of March 9, 2020,
by and between Basic Energy Services, Inc. and Ascribe III
Exhibit 99.6 – Guaranty Agreement, dated as of March 9, 2020, by
and between Ascribe Opportunities Fund III, L.P., Ascribe
Opportunities Fund III (B), L.P. and NexTier Holding Co.
Exhibit 99.7 – Senior Secured Promissory Note, dated as of
March 9, 2020, by and between Ascribe III Investments LLC and Basic
Energy Services, Inc.
Exhibit 99.8 – Commitment Agreement, dated November 5, 2020, by and
between Basic Energy Services, Inc. and Ascribe III Investments
Exhibit 99.9 – First Amendment to Exchange Agreement, dated
November 5, 2020, by and between Basic Energy Services, Inc. and
Ascribe III Investments LLC.