FORT WORTH, Texas, Dec. 22, 2016 /PRNewswire/ -- Basic Energy
Services, Inc. (NYSE: BAS) ("Basic" or the "Company") today
announced that the Company received approval to list its new common
stock with the new CUSIP number 06985P 209 (the "New Common
Shares") on the New York Stock Exchange (the "NYSE") under the same
NYSE ticker symbol "BAS" as the existing shares of the Company's
issued common stock (the "Existing Shares"), in conjunction with
its anticipated emergence from chapter 11 reorganization in
accordance with the First Amended Joint Prepackaged Chapter 11 Plan
of Basic Energy Services, Inc. and its Affiliated Debtors (as
confirmed, the "Prepackaged Plan") that was confirmed on
December 9, 2016 by the United States
Bankruptcy Court for the District of Delaware.
The Company currently anticipates emerging from bankruptcy on
December 23, 2016 (the "Effective
Date"). The stockholders of record at the close of business
on the Effective Date will be entitled to receive New Common Shares
and warrants with the CUSIP number 06985P 118 (the "Warrants") in
accordance with the Prepackaged Plan. In addition, participants in
the Company's previously announced rights offering (the "Rights
Offering') who have properly exercised their rights pursuant
thereto, and/or are backstop parties to the Rights Offering, will
also receive New Common Shares on the Effective Date. All
Existing Shares (with the CUSIP number 06985P 100) will be
cancelled after the close of business on the Effective Date, and
the New Common Shares and Warrants will be issued at such time.
Assuming emergence on the Effective Date of December 23, 2016, trading in the New Common
Shares is expected to commence on December
27, 2016, under the ticker symbol "BAS," which is the same
trading symbol used for the Company's common stock previously
listed on the NYSE. The Warrants will not be listed on the
NYSE or any other exchange at this time.
Because the Company will retain the ticker symbol "BAS" after
the effective date of the Prepackaged Plan, holders of Existing
Shares, and brokers, dealers and agents effecting trades in
Existing Shares, and persons who expect to receive New Common
Shares or effect trades in New Common Shares, should take note of
the anticipated cancellation of the Existing Shares and issuance of
New Common Shares, and the two different CUSIP numbers signifying
the Existing Shares and the New Common Shares, in trading or taking
any other actions in respect of shares of the Company that trade
under the "BAS" ticker.
Pro Forma Ownership Summary
As previously disclosed, under the Prepackaged Plan,
pre-petition holders of the Company's unsecured notes will receive
14,925,000 New Common Shares, representing approximately 57.8% of
the New Common Shares after giving effect to shares issuable in
connection with the rights offering and before giving effect to the
shares issuable under the management incentive plan (the "MIP") and
the Warrants. The pre-petition Basic stockholders will
receive 75,000 New Common Shares, or an equivalent of an
approximate 1-for-570.093480 reverse stock split, and Warrants to
purchase 2,066,598 New Common Shares, or approximately 1 Warrant
for each 20.689564 Existing Shares (each based on approximately
42.8 million Existing Shares issued and outstanding and subject to
rounding).
The table below summarizes the new ownership structure of
Basic.
|
|
|
|
Shares Excluding
MIP & Warrants
|
|
|
Shares Including
MIP & Warrants
|
|
Holder
|
|
|
|
Shares
|
|
%
Ownership
|
|
|
Shares
|
|
%
Ownership
|
|
New Common Shares
Issued to Unsecured Noteholders
|
|
|
|
14,925,000
|
|
57.8
|
%
|
|
14,925,000
|
|
47.9
|
%
|
New Common Shares
Issued to Existing Stockholders
|
|
|
|
75,000
|
|
0.3
|
%
|
|
75,000
|
|
0.2
|
%
|
New Common Shares
Issued to Rights Offering Parties
|
|
(1)
|
|
10,825,802
|
|
41.9
|
%
|
|
10,825,802
|
|
34.8
|
%
|
New Common Shares
Issued Under MIP
|
|
(2)
|
|
--
|
|
0.0
|
%
|
|
3,237,671
|
|
10.4
|
%
|
New Warrants Issued
to Existing Stockholders
|
|
(3)
|
|
--
|
|
0.0
|
%
|
|
2,066,598
|
|
6.6
|
%
|
Total
|
|
|
|
25,825,802
|
|
100.0
|
%
|
|
31,130,071
|
|
100.0
|
%
|
|
|
|
Note:
Final share allocations may vary slightly
from the amounts set forth above due to rounding in accordance with
the Prepackaged Plan.
|
|
|
(1) Shares issued pursuant to rights offering
contemplated by the Prepackaged Plan and a deemed conversion.
Includes shares issued to backstop parties as a backstop put
premium.
|
|
|
(2) Shares authorized under the MIP include 3,237,671
shares, of which the Company expects to issue time-based restricted
stock unit awards ("RSUs") for 809,416 shares and stock option
awards for 323,770 shares on the Effective Date vesting in 1/3
tranches on the Effective Date, and the first and second
anniversaries of the Effective Date. From the immediately
vested RSUs, the Company anticipates issuing 269,810 shares on the
Effective Date. The remainder of the authorized awards,
including 809,416 performance- based RSUs and 323,770
performance-based stock options contemplated by the Prepackaged
Plan, may be awarded in the future at the discretion of the
Company's board of directors.
|
|
|
(3) The
Warrants have an exercise price of $55.25 and a term of seven
years.
|
The occurrence of the Effective Date is subject to conditions
set forth in the Prepackaged Plan, and the Company can make no
assurances as to whether the Effective Date will occur on
December 23, 2016.
About Basic Energy Services
Basic Energy Services provides well site services essential to
maintaining production from the oil and gas wells within its
operating area. The Company employs more than 3,500 employees
in more than 100 service points throughout the major oil and gas
producing regions in Texas,
Louisiana, Oklahoma, New
Mexico, Arkansas,
Kansas, California and the Rocky Mountain and
Appalachian regions. Additional information on Basic Energy
Services is available on the Company's website at
www.basicenergyservices.com.
Contacts:
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Alan Krenek, Chief
Financial Officer
|
|
Basic Energy
Services, Inc.
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817-334-4100
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Jack
Lascar
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Dennard-Lascar
Associates
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713-529-6600
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visit:http://www.prnewswire.com/news-releases/basic-energy-services-inc-to-continue-listing-new-shares-of-common-stock-and-resume-trading-under-ticker-bas-following-emergence-from-chapter-11-reorganization-300383108.html
SOURCE Basic Energy Services, Inc.