SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 12*)

Under the Securities Exchange Act of 1934

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

590 Madison Avenue, 38th Floor

New York, New York 10022

(212) 476-8000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 31, 2021

(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).

Explanatory Note

This Amendment No. 12 amends and supplements the statement on Schedule 13D originally filed by Ascribe Capital LLC (“Ascribe Capital”), Ascribe III Investments LLC (“Fund III”) and American Securities LLC (“American Securities” and, collectively with Ascribe Capital and Fund III, the “Reporting Persons”) on January 3, 2017 (as amended, the “Schedule 13D”), with respect to the common stock, par value $0.01 per share (“Common Stock”), of Basic Energy Services, Inc. (the “Issuer”).  All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Purchase and Exchange Agreements

On March 31, 2021, Fund III consummated the purchase (the “Purchase”) from NexTier Holding Co. (“NexTier”) of $34,350,000 of 10.75% senior secured notes due October 2023 of the Issuer (the “Senior Notes”) at par value, in accordance with the terms of the Purchase Agreement by and among Fund III, the Issuer, NexTier and C&J Well Services Inc.

Also on March 31, 2021, Fund III and the Issuer entered into a Second Amendment to Exchange Agreement (the “Second Exchange Agreement Amendment”), which amends certain provisions of the Exchange Agreement. The Second Exchange Agreement Amendment provides that, as soon as practicable after the consummation of the Purchase, the Issuer will pay to Fund III an amount equal to $47,500,000 (the “Make-Whole Reimbursement Amount”), payable in additional Senior Notes with an aggregate principal amount (rounded to the nearest $1,000) equal to the Make-Whole Reimbursement Amount, in full and final settlement of any and all liability or obligation of the Issuer with respect to the Make-Whole Reimbursement Amount.

The summary of the Second Exchange Agreement Amendment contained in this Item 4 is qualified in its entirety by reference to the underlying agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response set forth in Item 4, and the agreement to which that response refers (which is filed in connection with Item 7 hereto as an exhibit), is incorporated by reference in its entirety.

Except as referenced above and herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such persons and any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed As Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 99.1 – Joint Filing Agreement, dated as of January 3, 2017, by and among the Reporting Persons (filed in original Schedule 13D, dated January 3, 2017).

Exhibit 99.2 – 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).

Exhibit 99.3 – Purchase Agreement, dated as of March 9, 2020, by and among Ascribe III Investments LLC, Basic Energy Services, Inc., Nextier Holding Co. and C&J Well Services, Inc.

Exhibit 99.4 – Exchange Agreement, dated as of March 9, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC.

Exhibit 99.5 – Stockholders Agreement, dated as of March 9, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC.

Exhibit 99.6 – Guaranty Agreement, dated as of March 9, 2020, by and between Ascribe Opportunities Fund III, L.P., Ascribe Opportunities Fund III (B), L.P. and NexTier Holding Co.

Exhibit 99.7 –  Senior Secured Promissory Note, dated as of March 9, 2020, by and between Ascribe III Investments LLC and Basic Energy Services, Inc.

Exhibit 99.8 – Commitment Agreement, dated November 5, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC.

Exhibit 99.9 – First Amendment to Exchange Agreement, dated November 5, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC.

Exhibit 99.10 – Second Amendment to Exchange Agreement, dated March 31, 2021, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 5, 2021

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

EX-99.10

Exhibit 99.10

SECOND AMENDMENT TO EXCHANGE AGREEMENT

This SECOND AMENDMENT TO EXCHANGE AGREEMENT (this “Amendment”), is made and entered into as of March 31, 2021, by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and Ascribe III Investments LLC, a Delaware limited liability company (the “Noteholder”).  Each of the Company and the Noteholder shall be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties are party to that certain Exchange Agreement dated as of March 9, 2020 (the “Exchange Agreement”), as amended by that certain First Amendment to Exchange Agreement dated as of November 5, 2020 (the “First Amendment”);

WHEREAS, (i) the First Amendment is void ab initio because the Exchange Offer (as defined in the First Amendment) expired in accordance with its terms and no Settlement Date (as defined in the Offering Memorandum (as defined in the First Amendment)) occurred, and (ii) the amendments to the Exchange Agreement set forth in the First Amendment did not become effective or operative because the Proposed Amendments (as defined in the Offering Memorandum) never became effective and operative;

WHEREAS, pursuant to Section 7(a) of the Exchange Agreement, amendments or modifications to the Exchange Agreement may be made upon the written consent of each party thereto; and

WHEREAS, the Parties desire to make certain amendments to the Exchange Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1.Defined Terms.  Except as otherwise defined in this Amendment, capitalized terms used herein shall have the meanings given to them in the Exchange Agreement.

2.Amendments to the Exchange Agreement.  Section 5(c) of the Exchange Agreement is hereby amended and restated in its entirety as follows:

Make-Whole Payment.  As soon as practicable after the Noteholder purchases $34,350,000 aggregate principal amount of the Company’s 10.75% Senior Secured Notes due 2023 from NexTier pursuant to Section 7.1 of the NexTier PSA, the Company shall pay to the Noteholder an amount equal to $47,500,000 (the “Make-Whole Reimbursement Amount”), payable in Additional Notes with an aggregate principal amount (rounded to the nearest $1,000) equal to the Make-Whole Reimbursement Amount (the “Make-Whole Notes”).  Each of the Company and Noteholder acknowledge and agree that the issuance of the Make-Whole Notes in accordance with this Section 5(c) shall be in full and final settlement of any and all liability or obligation of the Company with respect to the Make-Whole Reimbursement Amount.

3.Representations and Warranties of the Noteholder.  The Noteholder represents and warrants to the Company as follows:

(a)Senior Notes Purchase.  As of the date of this Amendment, the Noteholder has purchased from NexTier $34,350,000 aggregate principal amount of the Company’s 10.75% Senior Secured Notes due 2023, for cash, in an amount equal to $34,350,000.

(b)Transfer Restrictions.  The offer and sale of the Additional Notes to be purchased or issued, as applicable, pursuant to this Amendment are intended to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act.  The Noteholder acknowledges and agrees that (i) the Additional Notes are “restricted securities” (as such term is commonly used with regard to federal and state securities laws) and (ii) the Additional Notes may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and otherwise in accordance with applicable state securities laws.

(c)Ability to Bear Risk and Sophistication.  The Noteholder understands that the transactions contemplated hereby and ownership and investment in Additional Notes involves substantial risk. The Noteholder has such knowledge and experience in financial and business matters, and its financial situation is such, that it is capable of evaluating the merits and risks of its participation in the transactions contemplated hereby and of bearing the economic risk of its investment in Additional Notes (including the complete loss of such investment).

(d)Qualified Institutional Buyer.  The Noteholder is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is acquiring the Additional Notes for investment purposes and solely for its account and not with a view to further distribution or resale in violation of the Securities Act.

(e)Advice.  The Noteholder has completed its own independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other advisors in determining the legal, tax, financial and other consequences of this Amendment and the Exchange Agreement and the transactions contemplated hereby and the suitability of this Amendment and the Exchange Agreement and the transactions contemplated hereby and thereby for the Noteholder and its particular circumstances.

(f)No Other Representations or Warranties.  Neither the Company nor any Affiliate or Representative of the Company nor any other Person on behalf of the Company, its Affiliates or Representatives has made or is making any representation or warranty of any kind or nature whatsoever, oral or written, express or implied with respect to the Company, this Amendment or the transactions contemplated hereby or thereby and the Noteholder disclaims any reliance on any representation or warranty of the Company or any Affiliate or Representative of the Company.

4.Ratification.  Except as specifically provided for in this Amendment, no changes, amendments, waivers or other modifications have been or are being made to the terms of the Exchange Agreement, which such terms are hereby ratified and confirmed and remain in full force and effect.

5.Effect of Amendment.  Whenever the Exchange Agreement is referred to in the Exchange Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the Exchange Agreement as amended by this Amendment.

6.Miscellaneous.  Sections 7(a) through 7(f) and 7(h) through 7(j) of the Exchange Agreement are hereby incorporated (mutatis mutandis) by reference in their entirety to this Amendment.

7.Expenses.  No later than April 1, 2021, the Company shall pay all reasonable expenses of counsel to the Noteholder in connection with the transactions contemplated by the Exchange Agreement, the First Amendment and the exchange offer and rights offering contemplated thereby, and this Amendment.

[Remainder of page intentionally left blank; Signature pages follow.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

COMPANY:
BASIC ENERGY SERVICES, INC.
By:	/s/ Keith Schilling
Name:	Keith Schilling
Title:	President and Chief Executive Officer

[Signature Page to Second Amendment to Exchange Agreement]

NOTEHOLDER:
ASCRIBE III INVESTMENTS LLC
By:	/s/Lawrence First
Name:	Lawrence First
Title:	Chief Investment Officer

[Signature Page to Second Amendment to Exchange Agreement]