Basic Energy Services, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
06985P209
|
(CUSIP Number)
|
Eric L. Schondorf
Ascribe Capital LLC
299 Park Avenue, 34th Floor
New York, NY 10171
(212) 476-8000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
November 28, 2018
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 06985P209
|
13D
|
Page 2
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe Capital LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.7%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon
26,561,124 shares of Common Stock outstanding as of November 5, 2018, as reported in Basic Energy Services, Inc.’s quarterly report on Form 10-Q for the quarter ended September 30, 2018, filed on November 5, 2018.
|
CUSIP No. 06985P209
|
13D
|
Page 3
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Ascribe III Investments LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.7%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon
26,561,124 shares of Common Stock outstanding as of November 5, 2018, as reported in Basic Energy Services, Inc.’s quarterly report on Form 10-Q for the quarter ended September 30, 2018, filed on November 5, 2018.
|
CUSIP No. 06985P209
|
13D
|
Page 4
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
American Securities LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,165,238
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.7%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1)
|
This percentage is calculated based upon 26,561,124
shares of Common Stock outstanding as of November 5, 2018, as reported in Basic Energy Services, Inc.’s quarterly report on Form 10-Q for the quarter ended September 30, 2018, filed on November 5, 2018.
|
(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 26,561,124 shares of Common Stock outstanding as of
November 5. 2018, as reported in Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2018, filed on November 5, 2018. The
shares of Common Stock reported herein represents approximately 15.7% 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. Fund III beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 4,165,238 shares of Common Stock, representing 15.7% of the outstanding
shares of Common Stock. Ascribe Capital, as the investment manager to Fund III, beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 4,165,238 shares of
Common Stock, representing 15.7% of the outstanding shares of Common Stock. American Securities, as the sole owner of Ascribe Capital, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to
dispose or direct the disposition of, 4,165,238 shares of Common Stock, representing 15.7% of the outstanding shares of Common Stock.
|
|
|
|
(c)
|
Within the past sixty days, the Reporting Persons have engaged in the following transactions in the Common Stock, which were affected by Fund III:
Open market purchases of 50,000 shares of Common Stock on October 29, 2018 at a price per share of $7.4246 per share.
Open market purchases of 4,328 shares of Common Stock on October 30, 2018 at a price per share of $7.4038 per share.
Open market purchases of 5,174 shares of Common Stock on November 2, 2018 at a price per share of $7.4052 per share.
Open market purchases of 15,900 shares of Common Stock on November 9, 2018 at a price per share of $7.4299 per share.
Open market purchases of 30,000 shares of Common Stock on November 12, 2018 at a price per share of $7.1826 per share.
Open market purchases of 35,000 shares of Common Stock on November 13, 2018 at a price per share of $6.9716 per share.
Open market purchases of 19,900 shares of Common Stock on November 14, 2018 at a price per share of $6.961 per share.
Open market purchases of 50,900 shares of Common Stock on November 20, 2018 at a price per share of $6.8608 per share.
Open market purchases of 25,000 shares of Common Stock on November 26, 2018 at a price per share of $6.2474 per share.
Open market purchases of 8,100 shares of Common Stock on November 27, 2018 at a price per share of $6.0489 per share.
Open market purchases of 13,400 shares of Common Stock on November 28, 2018 at a price per share of $5.8088 per
share.
|
|
||
(d)
|
Not applicable.
|
|
|
|
|
|
|
|
|
(e)
|
Not applicable.
|
|
|
|
ASCRIBE CAPITAL LLC
|
|||
By:
|
/s/ Lawrence First
|
||
Name:
|
Lawrence First
|
||
Title: |
Managing Director
|
||
ASCRIBE III INVESTMENTS LLC
|
|||
By:
|
/s/ Lawrence First
|
||
Name:
|
Lawrence First
|
||
Title: |
Managing Director
|
||
AMERICAN SECURITIES LLC
|
|||
By:
|
/s/ Michael G. Fisch
|
||
Name:
|
Michael G. Fisch
|
||
Title: |
Chief Executive Officer
|
||