UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2011
Basic Energy Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation )
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1-32693
(Commission
File Number)
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54-2091194
(IRS Employer
Identification No.) |
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500 W. Illinois, Suite 100
Midland, Texas
(Address of principal executive offices)
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79701
(Zip Code) |
Registrants telephone number, including area code: (432) 620-5500
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K is being filed solely to
attach the correct version of the Purchase Agreement filed as Exhibit 10.1 to the
Form 8-K filed on February 9, 2011 and incorporated by reference under
Item 1.01 therein.
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
On February 3, 2011, Basic Energy Services, Inc. (the Company) entered into a purchase
agreement (the Purchase Agreement), by and among the Company, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wells Fargo Securities, LLC and certain other initial purchasers party
thereto (the Initial Purchasers), which provides for the sale by the Company of $275,000,000
aggregate principal amount of its 7 3/4% Senior Notes due 2019 (the Original Notes) to the Initial
Purchasers (the Offering). The Original Notes will be jointly and severally, and unconditionally,
guaranteed (the Guarantees) on a senior unsecured basis initially by all of the Companys current
subsidiaries, other than three immaterial subsidiaries (collectively, the Guarantors, and
together with the Company, the Issuers). The Original Notes and the Guarantees will be issued
pursuant to an indenture, to be dated February 15, 2011, by and between the Issuers and Wells Fargo
Bank, N.A., as trustee.
The Initial Purchasers intend to resell the Original Notes and Guarantees (i) inside the
United States to qualified institutional buyers, as defined in Rule 144A (Rule 144A) under the
Securities Act of 1933, as amended (the Securities Act), in private sales exempt from
registration under the Securities Act in accordance with Rule 144A, and (ii) to other eligible
purchasers pursuant to offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act (Regulation S) in accordance with Regulation S. The
Original Notes and Guarantees have not been registered under the Securities Act or applicable state
securities laws 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.
The purchase price for the Original Notes and Guarantees is 100.000% of their principal
amount. The net proceeds from the Offering will be approximately $269.5 million, after discounts
and estimated offering expenses. The Company intends to use the net proceeds from the Offering to
fund its pending tender offer and consent solicitation for its existing 11.625% Senior Secured
Notes due 2014 (the Senior Secured Notes) and to redeem any of the Senior Secured Notes not
purchased in the tender offer, and the remainder for general corporate purposes.
A copy of the Purchase Agreement is being filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
On February 3, 2011, Basic Energy Services, Inc. issued a press release announcing that it had
priced the Offering disclosed in Item 1.01 hereof. A copy of the press release is being filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy
the notes.
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Item 9.01 |
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Financial Statements and Exhibits. |
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10.1
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Purchase Agreement dated February 3, 2011, by and among Basic Energy Services, Inc.,
the guarantors party thereto and the initial purchasers party thereto |
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99.1
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Press release dated February 3, 2011
(incorporated by reference to the Companys Form 8-K filed on February 9,
2011) |
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