Item 1.
|
Security and Issuer
|
The title and class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.01 par value (the
Common Stock
), of Key Energy Services, Inc. (the
Company
). The principal executive office of the Company is located at 1301 McKinney Street, Suite 1800, Houston, Texas 77010.
Item 2.
|
Identity and Background
|
This statement on Schedule 13D is being filed by The Goldman Sachs Group, Inc. (
GS Group
) and Goldman Sachs & Co.
LLC (
Goldman Sachs
, and together with GS Group, the
Reporting Persons
).
GS Group is a Delaware
corporation and a bank holding company that (directly or indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking, securities and investment management firm. Goldman Sachs, a New York limited liability
company, is a member of the New York Stock Exchange and other national exchanges. Goldman Sachs is wholly-owned subsidiary of GS Group. The principal address of each Reporting Person is 200 West Street, New York, NY 10282.
The name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule
I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the board of managers of Goldman Sachs are set forth in Schedule II hereto and are
incorporated herein by reference.
During the last five years, none of the Reporting Persons nor, to the knowledge of each of the
Reporting Persons, any of the persons listed on Schedules I and II hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii), except as set forth in Schedule III, has been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with respect to such laws.
The Reporting Persons have entered into a
Joint Filing Agreement, dated as of April 18, 2019, a copy of which is attached hereto as Exhibit 99.1.
Item 3.
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Source and Amount of Funds or Other Consideration
|
The funds for shares of Common Stock acquired for investment purposes and in ordinary course trading activities by Goldman Sachs and reported
as beneficially owned in this Schedule 13D came from the working capital of Goldman Sachs. The funds for shares of Common Stock which may be deemed to be beneficially owned by the Reporting Persons held in client accounts, if any, with respect to
which Goldman Sachs or another wholly-owned subsidiary of GS Group or their employees have investment discretion (
Managed Accounts
) came from client funds. The Reporting Persons disclaim beneficial ownership of shares of Common
Stock held in Managed Accounts.
Item 4.
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Purpose of the Transaction
|
Goldman Sachs acquired approximately 1.5 million shares of the Issuer for investment purposes by an investing and lending desk (the
Desk
) and the remainder by other business units of the Reporting Persons in the ordinary course of their market making activities.
The Reporting Persons intend to review their holdings in the Issuer on a continuing basis. In addition, without limitation, the Desk and its
representatives expect, from time to time, to engage in discussions with management of the Issuer, the board of directors of the Issuer, stockholders of the Issuer, other current or prospective stockholders of the Issuer, existing or potential
strategic partners of the Issuer, financing or potential financing sources and other relevant parties regarding the Issuers business, operations and operating performance, the Issuers strategy, future plans, prospects, corporate
structure, board composition, management and governance, the Issuers assets, corporate expenses, capitalization and dividend policy, the Issuers organizational documents and agreements, strategic transactions and other extraordinary
corporate transactions (including, but not limited to, asset sales,
carve-out
transactions, mergers, reorganizations or sales) as a means of enhancing stockholder value and/or the
de-listing
or
de-registration
of the Issuer. The Desk and its representatives may also exchange information with the Issuer or other persons pursuant to confidentiality or
similar agreements in connection with the foregoing discussions.
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