FORT WORTH, Texas, Dec. 23, 2016 /PRNewswire/ -- Basic Energy
Services, Inc. (NYSE: BAS) ("Basic" or the "Company") today
announced that the Company and its affiliated chapter 11 debtors
have successfully completed their prepackaged restructuring and
recapitalization plan (the "Prepackaged Plan") and emerged from
chapter 11 bankruptcy protection.
Through its Prepackaged Plan, Basic equitized over $800 million of unsecured debt, including accrued
interest, eliminated over $60 million
in annual cash interest, and raised $125
million of new capital. Existing shareholders of
record as of the close of trading on December 23, 2016 will receive new common stock
and warrants in the reorganized Company. The Company believes
that its substantially deleveraged balance sheet and capital
infusion position Basic for long-term success for the benefit of
all of its stakeholders.
"Today marks the completion of a restructuring and
recapitalization that allows the Company to move forward with a
solid financial foundation from which we expect to continue to
strengthen our business and grow," said Roe Patterson, Chief
Executive Officer. "We now have the financial flexibility to
continue to provide our customers with industry-leading expertise
and safe, efficient services. Basic is thankful for the
continued support of our employees, customers and suppliers and for
the support of our secured term loan lenders, secured ABL lenders
and unsecured bondholders. That support has been integral to
the successful outcome of the chapter 11 process."
The Company's new common stock (CUSIP number 06985P 209) (the
"New Common Shares") has been approved for listing on the New York
Stock Exchange (the "NYSE") under the NYSE ticker symbol "BAS," the
same as the symbol for existing shares of the Company's issued
common stock (CUSIP number 06985P 100), which will be cancelled as
of the close of business on December
23, 2016. Trading in the New Common Shares on the NYSE
is expected to commence on Tuesday, December
27, 2016. The Company's warrants will not be listed on
the NYSE or any other exchange at this time.
Pro Forma Capital Structure
The table below summarizes Basic's cash, debt and liquidity
values as of September 30, 2016 on a
historical basis, as well as a pro forma basis after giving effect
to the restructuring.
|
As of September
30, 2016
|
|
(in
millions)
|
|
|
Recognition
|
|
|
Actual
|
Adjustments
|
Pro
Forma
|
Cash
|
|
|
|
Cash and Cash
Equivalents
|
$
34
|
$
66
|
$
100
|
Restricted
Cash
|
29
|
(27)
|
2
|
Total
Cash
|
$
63
|
$
39
|
$
102
|
|
|
|
|
Debt
|
|
|
|
Term Loan
|
$
164
|
$
-
|
$
164
|
7.75% Senior Notes
due 2019
|
475
|
(475)
|
-
|
7.75% Senior Notes
due 2022
|
300
|
(300)
|
-
|
Capital Leases and
Other Notes
|
79
|
-
|
79
|
Term Loan issuance
costs
|
(15)
|
-
|
(15)
|
Senior Notes premium
and issuance costs
|
(7)
|
7
|
-
|
Total
Debt
|
$
996
|
$
(768)
|
$
228
|
|
|
|
|
Liquidity
|
|
|
|
Borrowing
Base
|
$
51
|
$
24
|
$
75
|
Less: Letters
of Credit
|
(51)
|
-
|
(51)
|
Cash
|
34
|
66
|
100
|
Total
Liquidity
|
$
34
|
$
90
|
$
124
|
As of September 30, 2016, Basic
was considered to be in default on its $100
million ABL Credit Facility. As such, the only amount
eligible under the borrowing base was the amounts associated with
the Company's letters of credit.
Board of Directors
The Company also announced today a newly constituted Board of
Directors, effective in conjunction with the Company's emergence
from chapter 11:
- T.M. "Roe" Patterson - Mr. Patterson has 21 years of
related industry experience. He was named our President and Chief
Executive Officer and appointed as a Director in September 2013. From 2006 to September 2013, Mr. Patterson worked for Basic in
positions of increasing responsibility. Prior to joining Basic, he
was President of TMP Companies, Inc. He was a Contracts/Sales
Manager at Patterson Drilling Company from 1996 to 2000.
- Timothy H. Day - Mr. Day
is currently a private investor and director of several private
companies. Prior to this, Mr. Day joined First Reserve in 2000 as a
Vice President, served as Managing Director since 2007 and Co-Head
of Buyout since 2012 until December
2015. Mr. Day currently serves as a director on the board of
Diamond S Shipping, TNT Crane & Rigging and TPC Group. Mr. Day
previously served as a Director of PBF Energy Inc. and Crestwood
Midstream Partners LP. Mr. Day has been named Chairman of the Board
of the Company.
- John Jackson - Mr.
Jackson has served as Chief Executive Officer of Spartan Energy
Partners since March 2010. Prior to
that, from January 2008 through
October 2009, Mr. Jackson was the
Chairman and CEO of Price Gregory Services, Inc. Mr. Jackson
currently sits on the board of directors of Seitel, Inc., Main
Street Capital Corp. and Cone Midstream. He has previously served
on the board of directors of Select Energy Services (2012 to 2015),
RSH Energy (2013 to 2014), Encore Energy Partners (2009 to 2011)
and Exterran Holdings, Inc. (2007 to 2009).
- James D. Kern - Mr. Kern
has served as Managing Partner of Majestic Ventures 1 LLC, a
consulting and investment partnership focused on early stage growth
companies since May 2014. In
addition, Mr. Kern has served on the board of directors of
PlaySight Interactive Ltd. since May
2014. From 2010 to mid-2014, Mr. Kern was a Managing
Director at Nomura Securities, serving as Head of Global Finance
FIG and Specialty Finance Investment Banking for the Americas.
- Samuel E. Langford -
Since January 2015, Mr. Langford has
performed services as a consultant regarding upstream energy
investments, strategies and management. Previously, Mr. Langford
was employed by Newfield Exploration Co. as Senior Corporate
Advisor-Corporate Office. In addition to Newfield, Mr. Langford has
worked with Cockrell Oil & Gas, British Gas Exploration
America, Tenneco Oil Company, Tenneco Inc and Exxon USA in various technical and managerial
positions. TESO
- Julio Quintana - Mr.
Quintana served as the President and Chief Executive Officer of
Tesco Corporation, from 2005 until his retirement in January 2015 and was a member of the Tesco board
from September 2004 to May 2015. Mr. Quintana brings 36 years of
experience in various aspects of the oil and gas exploration and
production industry. He is currently member of the board of
Directors of SM Energy and Newmont Mining. Mr. Quintana has also
been a board member of Pipeline Pressure Isolation LLC, a private
company, since April 2016.
The Prepackaged Plan provides that the initial Board of
Directors will have a total of seven members. As of the
Effective Date, six of the seven member of the Board of Directors
have been designated. The Company anticipates that the
remaining member of the Board of Directors will be designated
shortly after the Effective Date.
Mr. Patterson said, "Our newly constituted Board is comprised of
a diverse group of individuals with a range of backgrounds and
expertise, each of whom will bring fresh perspective to
Basic. We look forward to benefitting from their guidance as
we embark on our new beginning."
As previously announced, the Company's Prepackaged Plan was
confirmed by the United States Bankruptcy Court for the District of
Delaware on December 9, 2016.
Weil, Gotshal & Manges LLP is serving as legal counsel, and
Moelis & Company LLC is serving as investment banker to
Basic. AP Services, LLC is acting as restructuring advisors
to the Company in connection with its restructuring efforts.
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 over 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.
Safe Harbor Statement
This release includes forward-looking statements and
projections, made in reliance on the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including
statements regarding the status of the negotiations and our
liquidity. Basic has made every reasonable effort to ensure
that the information and assumptions on which these statements and
projections are based are current, reasonable, and complete.
However, a variety of factors could cause actual results to differ
materially from the projections, anticipated results or other
expectations expressed in this release, including (i) changes
in demand for our services and any related material impact on our
pricing and utilizations rates, (ii) Basic's ability to execute,
manage and integrate acquisitions successfully, (iii) changes in
our expenses, including labor or fuel costs and financing costs,
(iv) continued volatility of oil or natural gas prices, and any
related changes in expenditures by our customers, (v) competition
within our industry, (vi) Basic's ability to comply with its
financial and other covenants and metrics in its debt agreements,
as well as any cross-default provisions, and (vii) the ability to
execute the requirements of the Prepackaged Plan subsequent to its
effective date. Additional important risk factors that could
cause actual results to differ materially from expectations are
disclosed in Item 1A of Basic's Form 10-K for the year ended
December 31, 2015 and subsequent Form
10-Qs filed with the SEC. While Basic makes these statements
and projections in good faith, neither Basic nor its management can
guarantee that anticipated future results will be achieved.
Basic assumes no obligation to publicly update or revise any
forward-looking statements made herein or any other forward-looking
statements made by Basic, whether as a result of new information,
future events, or otherwise.
Contacts:
|
Alan Krenek, Chief
Financial Officer
|
|
Basic Energy
Services, Inc.
|
|
817-334-4100
|
|
|
|
Jack
Lascar
|
|
Dennard-Lascar
Associates
|
|
713-529-6600
|
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SOURCE Basic Energy Services, Inc.