Form SC 13D BASIC ENERGY SERVICES Filed by: Silver Point Capital L.P.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D
(Rule 13d-101)

(Title of Class of Securities)

2 Greenwich Plaza, First Floor

Greenwich, CT 06830
203-542-4200

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 23, 2016

 

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SCHEDULE 13D

 

 

SCHEDULE 13D

As of January 3, 2017, as reflected in this Schedule 13D, the Reporting Persons beneficially own an aggregate of 5,360,196  shares of Common Stock.  As described in Item 4 below, the shares of Common Stock reported herein were acquired in connection with the Issuer's chapter 11 bankruptcy case in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").

Item 4. Purpose of Transaction.

Prior to the Effective Date of the Plan (as such terms are defined below), the Reporting Persons or their affiliates were holders of the Issuer's existing 7.75% senior notes due 2019 and 7.75% senior notes due 2022 (collectively, the "Existing Notes").  On October 25, 2016, the Issuer and certain of its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code.  The Debtors' plan of reorganization (as it has been amended, modified and supplemented, the "Plan") provided for, among other things, the equitization of the Existing Notes into Common Stock.  On December 9, 2016, the Bankruptcy Court entered an order confirming the Plan. As a result, on December 23, 2016 (the "Effective Date"), the claims of the Reporting Persons and their affiliates in respect of their Existing Notes were converted into 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 sole members and sole managing members of Management.

(c)  Within the past sixty days, the Reporting Persons have engaged in the following transactions in the Common Stock:

On December 23, 2016, the Funds, along with certain other holders of Common Stock, entered into a Registration Rights Agreement with the Issuer.  Under the Registration Rights Agreement, the Funds have certain demand, shelf and piggyback registration rights relating to the resale of the Common Stock pursuant to which the Issuer is required to use commercially reasonable efforts to effect the registration of such securities on the applicable form and is required to include such securities in such registration or offering on the same terms and conditions as such other securities being registered, as applicable.  A complete copy of the Registration Rights Agreement is attached as Exhibit 10.1 to the Issuer's Current Report on Form 8-A filed with the Securities and Exchange Commission on December 23, 2016 and is incorporated herein by reference. Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

 

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    After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.