UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13D
(Rule
13d-101)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
Basic
Energy Services, Inc.
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
06985P209
(CUSIP
Number)
Steven
Weiser
Silver
Point Capital, L.P.
2
Greenwich Plaza, First Floor
Greenwich, CT 06830
203-542-4200
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October
8, 2019
(Date of
Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other parties to whom
copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the
remainder of this cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Silver Point
Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
2,691,788
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8
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SHARED VOTING POWER*
-0-
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9
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SOLE DISPOSITIVE POWER*
2,691,788
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10
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SHARED DISPOSITIVE POWER*
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON*
2,691,788
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN
ROW (11)*
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IA, PN
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*
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See Item 5.
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1
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This percentage
is calculated based upon 25,816,692 shares of Common Stock
outstanding as of July 31, 2019, as reported in the Issuer's Form
10-Q filed on August 2, 2019. |
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Edward A.
Mulé
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
-0-
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8
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SHARED VOTING POWER*
2,691,788
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9
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SOLE DISPOSITIVE POWER*
-0-
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10
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SHARED DISPOSITIVE POWER*
2,691,788
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON*
2,691,788
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN
ROW (11)*
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
Robert J.
O'Shea
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
-0-
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8
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SHARED VOTING POWER*
2,691,788
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9
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SOLE DISPOSITIVE POWER*
-0-
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10
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SHARED DISPOSITIVE POWER*
2,691,788
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON*
2,691,788
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN
ROW (11)*
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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Explanatory Note
This
Amendment No. 10 (the "Amendment") amends the statement on
Schedule 13D originally filed by the Reporting Persons on
January 3, 2017, as amended by Amendment No. 1 filed by
the Reporting Persons on January 25, 2017, as further amended
by Amendment No. 2 filed by the Reporting Persons on
March 15, 2017, as further amended by Amendment No. 3 filed by
the Reporting Persons on July 3, 2017, as further amended by
Amendment No. 4 filed by the Reporting Persons on November 9, 2017,
as further amended by Amendment No. 5 filed by the Reporting
Persons on December 22, 2017, as further amended by Amendment No. 6
filed by the Reporting Persons on December 26, 2017, as further
amended by Amendment No. 7 filed by the Reporting Persons on
January 24, 2018, as further amended by Amendment No. 8 filed by
the Reporting Persons on February 7, 2018 and as further amended by
Amendment No. 9 filed by the Reporting Persons on October 4, 2019
(as amended, the "Schedule 13D"). Capitalized terms used but not
otherwise defined in this Amendment shall have the meanings
ascribed to such terms in the Schedule 13D. Except as
otherwise provided herein, each Item of the Schedule 13D remains
unchanged.
Item 5. Interests
in Securities of the Issuer.
Item 5(c) is hereby amended as
follows:
(a) The responses of the
Reporting Persons to rows (7) through (13) of the cover pages of
this Schedule 13D are incorporated herein by reference. The
Reporting Persons beneficially own the Common Stock reported
herein. There were 25,816,692 shares of Common Stock outstanding as
of July 31, 2019, as reported in the Issuer's Form 10-Q filed on
August 2, 2019. The shares of Common Stock reported herein
represent approximately 10.4% of the outstanding Common
Stock.
(b) The responses of the
Reporting Persons to rows (7) through (13) of the cover pages of
this Schedule 13D are incorporated herein by reference. Silver
Point has sole voting and dispositive power with respect to
the Common Stock reported herein. Messrs. Mulé and
O’Shea may be deemed to have shared voting and dispositive power
with respect thereto by reason of their status as members of
Management.
(c) Within the past sixty days, the Reporting Persons have
engaged in the following transactions in the Common Stock:
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Transaction
Date
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Transaction
Type
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Number of
Shares
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Price Per
Share
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October 8, 2019
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Open Market Sale
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275,000
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$
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1.07
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October 11, 2019 |
Open Market Sale
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100,000 |
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$ |
1.03
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(d) Not applicable.
(e) Not applicable.
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Item 7.
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Material to be
filed as Exhibits.
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Exhibit 1
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Joint Filing Agreement, dated as of
October 11, 2019, by and among the Reporting Persons.
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Exhibit 2
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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).
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Exhibit 3
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Power of Attorney of Edward A. Mulé
(incorporated here by reference to Exhibit B to Schedule 13G filed
by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea
with the Securities and Exchange Commission on February 16,
2016 relating to TopBuild Corp.).
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Exhibit 4
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Power of Attorney of Robert O'Shea
(incorporated here by reference to Exhibit B to Schedule 13G filed
by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea
with the Securities and Exchange Commission on February 16,
2016 relating to TopBuild Corp.).
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this Amendment No. 10 to Schedule 13D is true, complete and
correct.
Dated: October 11, 2019
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Silver Point
Capital, L.P.
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Authorized Signatory
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Edward A.
Mulé
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Robert J.
O'Shea
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Exhibit 1
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D
to which this Exhibit is attached, and such Amendment No. 10 to
Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such
Amendment No. 10 to Schedule 13D and any amendments thereto, and
for the completeness and accuracy of the information concerning
such person contained therein; but none of them is responsible for
the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
Date: October 11, 2019
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Silver Point
Capital, L.P.
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Authorized Signatory
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Edward A.
Mulé
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Robert J.
O'Shea
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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