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BAS > SEC Filings for BAS > Form 8-K on 22-Oct-2012All Recent SEC Filings

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Form 8-K for BASIC ENERGY SERVICES INC


22-Oct-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financ


Item 1.01 Entry into a Material Definitive Agreement.

Issuance and Sale of Senior Notes due 2022

On October 16, 2012, Basic Energy Services, Inc. ("Basic") successfully completed the issuance and sale of $300,000,000 aggregate principal amount of 7 3/4% Senior Notes due 2022 (the "2022 Notes"). The 2022 Notes are jointly and severally, and unconditionally, guaranteed (the "Guarantees") on a senior unsecured basis initially by all of Basic's current subsidiaries other than three immaterial subsidiaries (such guarantors, the "Guarantors"). The 2022 Notes and the Guarantees rank (i) equally in right of payment with any of Basic's and the subsidiary guarantors' existing and future senior indebtedness, including Basic's existing 7 3/4% Senior Notes due 2019 and the related guarantees, and (ii) effectively junior to all existing or future liabilities of Basic's subsidiaries that do not guarantee the 2022 Notes and to Basic's and the subsidiary guarantors' existing or future secured indebtedness to the extent of the value of the collateral therefor.

The 2022 Notes and the Guarantees were offered and sold in private transactions in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The 2022 Notes and Guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

Basic received net proceeds from the issuance of the 2022 Notes of approximately $293.3 million after discounts and offering expenses. Basic is using a portion of the net proceeds from the offering to fund its pending tender offer and consent solicitation for its existing 7.125% Senior Notes due 2016 (the "2016 Notes") and to redeem any of the 2016 Notes not purchased in the tender offer, and the remainder will be used for general corporate purposes.

The 2022 Notes and the Guarantees were issued pursuant to an indenture dated as of October 16, 2012 (the "2022 Notes Indenture"), by and among Basic, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the "Trustee"). Interest on the 2022 Notes accrues from and including October 16, 2012 at a rate of 7.75% per year. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2013. The 2022 Notes mature on October 15, 2022.

The 2022 Notes Indenture contains covenants that, among other things, limit Basic's ability and the ability of certain of its subsidiaries to:

incur additional indebtedness;

pay dividends or repurchase or redeem capital stock;

make certain investments;

incur liens;

enter into certain types of transactions with its affiliates;

limit dividends or other payments by Basic's restricted subsidiaries to Basic; and

sell assets or consolidate or merge with or into other companies.

These and other covenants that are contained in the 2022 Notes Indenture are subject to important exceptions and qualifications. Additionally, during any period of time that the 2022 Notes have a Moody's rating of Baa3 or higher or an Standard & Poor's rating of BBB- or higher and no default has occurred and is then continuing, certain of the restrictive covenants contained in the 2022 Notes Indenture will cease to apply.

Basic may, at its option, redeem all or part of the 2022 Notes, at any time on or after October 15, 2017 at a redemption price equal to 100% of the principal amount thereof, plus a premium declining ratably to par and accrued and unpaid interest to the date of redemption.


At any time before October 15, 2015, Basic, at its option, may redeem up to 35% of the aggregate principal amount of the 2022 Notes issued under the 2022 Notes Indenture with the net cash proceeds of one or more qualified equity offerings at a redemption price of 107.750% of the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest to the date of redemption, as long as:

at least 65% of the aggregate principal amount of the 2022 Notes issued under the 2022 Notes Indenture remains outstanding immediately after the occurrence of such redemption; and

such redemption occurs within 90 days of the date of the closing of any such qualified equity offering.

In addition, at any time before October 15, 2017, Basic may redeem some or all of the 2022 Notes at a redemption price equal to 100% of the principal amount of the 2022 Notes, plus an applicable premium and accrued and unpaid interest to the date of redemption.

If Basic experiences certain kinds of changes of control, holders of the 2022 Notes will be entitled to require Basic to purchase all or a portion of the 2022 Notes at 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.

A copy of the 2022 Notes Indenture is being filed as Exhibit 4.1 hereto, and the form of the Global Note included as Exhibit A to the 2022 Notes Indenture is being filed as Exhibit 4.2 hereto, and are incorporated herein by reference. The above description of the 2022 Notes Indenture contained herein is qualified in its entirety by the full text of Exhibit 4.1 hereto.

Registration Rights Agreement

. . .



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in the captions "Issuance and Sale of Senior Notes due 2022" and "Registration Rights Agreement," including the summaries of the 2022 Notes Indenture and the Registration Rights Agreement contained therein, in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.



Item 3.03 Material Modification to Rights of Security Holders.

The information included in the caption "Eighth Supplemental Indenture to 2016 Notes Indenture" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 of this Current Report on Form 8-K.



Item 8.01 Other Events.

On October 16, 2012, Basic issued a press release announcing the results of the tender offer for its 2016 Notes. A copy of the press release is being filed as Exhibit 99.1 hereto and is incorporated herein by reference.

On October 16, 2012, Basic issued a press release announcing that it will redeem on November 16, 2012, the redemption date, all of the outstanding principal amount of its 2016 Notes not tendered and purchased by Basic in a pending tender offer at a redemption price equal to 102.375% of the principal amount of the 2016 Notes, plus the accrued and unpaid interest on the 2016 Notes to, but not including, the redemption date. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

4.1     Indenture dated as of October 16, 2012, among Basic, among Basic as
        issuer, the guarantors named therein and Wells Fargo Bank, National
        Association, a national banking association, as trustee.

4.2     Form of 7 3/4% Senior Note due 2022 (included as Exhibit A to Exhibit 4.1
        of this Current Report on Form 8-K).

4.3     Registration Rights Agreement dated as of October 16, 2012, by and among
        Basic, the Guarantors named therein and the initial purchasers party
        thereto.

4.4     Eighth Supplemental Indenture dated as of October 16, 2012 to Indenture
        dated as of April 12, 2006, by and among Basic as Issuer, the guarantors
        named therein and The Bank of New York Mellon Trust Company, N.A. as
        trustee.

99.1    Press release dated October 16, 2012 regarding tender offer results.

99.2    Press release dated October 16, 2012 regarding redemption announcement.


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