*See Item 5.
*See Item 5.
Item 1. Security and Issuer
This statement on Schedule 13D (the "Schedule 13D") relates to the common stock, par value $0.01 per share ("Common Stock"), of Basic Energy Services, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 801 Cherry Street, Suite 2100, Fort Worth, Texas 76102.
Item 2. Identity and Background
(a) This Schedule 13D is being jointly filed by Silver Point Capital, L.P., a Delaware limited partnership ("Silver Point"), Mr. Edward A. Mulé and Mr. Robert J. O'Shea (collectively, the "Reporting Persons") with respect to the ownership of 5,360,196 shares of Common Stock by Silver Point Capital Fund, L.P., a Delaware limited partnership (the "Fund"), and Silver Point Capital Offshore Fund, Ltd., a Cayman Islands exempted company (the "Offshore Fund" and, together with the Fund, the "Funds"). Silver Point is the investment manager of the Funds and by virtue of such status may be deemed to be the beneficial owner of the securities held by the Funds. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Funds. Each of Messrs. Mulé and O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Funds and may be deemed to be a beneficial owner of the securities held by the Funds.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of January 3, 2017, a copy of which is attached hereto as Exhibit 1.
(b) The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, First Floor, Greenwich, CT 06830.
(c) The principal business of Silver Point is serving as the investment manager of the Funds. The principal business of Mr. Edward A. Mulé and Mr. Robert J. O'Shea is serving as sole members and sole managing members of Management and engaging in certain other investment related activities.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons 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.
(f) Silver Point is a limited partnership organized under the laws of the State of Delaware. Each of Messrs. Mulé and O'Shea is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
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.
The Reporting Persons and certain of their affiliates agreed to participate in the Issuer's $90 million debtor in possession credit facility prior to the Effective Date.
On the Effective Date, the Debtors consummated the Plan through a series of transactions and the Plan became effective pursuant to its terms. Upon emergence from chapter 11 on the Effective Date, all of the Issuer's outstanding common stock, par value $0.01 per share, was cancelled and the Issuer authorized the issuance of shares of new Common Stock. In connection with the Plan, as of the Effective Date, the Issuer has expanded its board of directors to include a nominee of the Reporting Persons. The Reporting Persons nominated Samuel E. Langford to the Issuer's board of directors.
On December 27, 2016, the Funds each filed a Form 144 with the Commission disclosing each Fund's intent to sell up to the maximum number of shares of Common Stock allowable under the volume restrictions of Rule 144(e) under the Securities Act of 1933, as amended. On January 3, 2017, the Funds each filed an amendment to the original Forms 144 to reflect an increase in the maximum number of shares of Common Stock that may be sold under Rule 144(e) as a result of the recent trading volume of the Common Stock. The number of shares of Common Stock sold by the Reporting Persons as of the date of this filing are set forth in Item 5(c) below. In general, the shares of Common Stock reported herein are held for investment purposes. The Reporting Persons do not have any current plan or proposal that relates to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as otherwise described herein.
Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the Common Stock, commodity prices, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.
Item 5. Interests in Securities of the Issuer.
(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 25,825,802 shares of Common Stock outstanding as of December 23, 2016, as reported in the Press Release dated December 22, 2016 filed as Exhibit 99.2 to the Issuer's Form 8-K filed on December 27, 2016. The shares of Common Stock reported herein represents approximately 20.8% of the outstanding Common Stock as of December 23, 2016.
(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:
| Transaction Date | Transaction Type | | Number of Shares | | | Price Per Share | |
| December 27,2016 | Open Market Sale | | | 100,000 | | | $ | 35.1132 | |
| December 28, 2016 | Open Market Sale | | | 50,000 | | | $ | 34.7226 | |
| December 29, 2016 | Open Market Sale | | | 75,000 | | | $ | 35.147 | |
| December 30, 2016 | Open Market Sale | | | 33,000 | | | $ | 35.6411 | |
(d) Not applicable.
(e) Not applicable.
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 Schedule 13D is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such 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: January 3, 2017
