Basic Energy Services Successfully Completes Prepackaged Restructuring And Emerges From Chapter 11 With $125 Million Of New Capital And Debt Level Reduced By $775 Million

Source Press Release
Company Basic Energy Services, Inc. 
Tags People, Service Contracts
Date December 23, 2016

Basic Energy Services, Inc. (NYSE: BAS) ("Basic" or the "Company") today announced that the Company and its affiliated chapter 11 debtors have successfully completed their prepackaged restructuring and recapitalization plan (the "Prepackaged Plan") and emerged from chapter 11 bankruptcy protection.

Through its Prepackaged Plan, Basic equitized over $800 million of unsecured debt, including accrued interest, eliminated over $60 million in annual cash interest, and raised $125 million of new capital.  Existing shareholders of record as of the close of trading on December 23, 2016 will receive new common stock and warrants in the reorganized Company.  The Company believes that its substantially deleveraged balance sheet and capital infusion position Basic for long-term success for the benefit of all of its stakeholders.

"Today marks the completion of a restructuring and recapitalization that allows the Company to move forward with a solid financial foundation from which we expect to continue to strengthen our business and grow," said Roe Patterson, Chief Executive Officer. "We now have the financial flexibility to continue to provide our customers with industry-leading expertise and safe, efficient services.  Basic is thankful for the continued support of our employees, customers and suppliers and for the support of our secured term loan lenders, secured ABL lenders and unsecured bondholders.  That support has been integral to the successful outcome of the chapter 11 process."

The Company's new common stock (CUSIP number 06985P 209) (the "New Common Shares") has been approved for listing on the New York Stock Exchange (the "NYSE") under the NYSE ticker symbol "BAS," the same as the symbol for existing shares of the Company's issued common stock (CUSIP number 06985P 100), which will be cancelled as of the close of business on December 23, 2016.  Trading in the New Common Shares on the NYSE is expected to commence on Tuesday, December 27, 2016.  The Company's warrants will not be listed on the NYSE or any other exchange at this time.

Pro Forma Capital Structure

The table below summarizes Basic's cash, debt and liquidity values as of September 30, 2016 on a historical basis, as well as a pro forma basis after giving effect to the restructuring.

  As of September 30, 2016 
  (in millions) 
    Recognition   
  Actual  Adjustments  Pro Forma 
Cash       
Cash and Cash Equivalents  $    34  $                  66  $          100 
Restricted Cash  29  (27) 
Total Cash  $    63  $                  39  $          102 
       
Debt       
Term Loan  $  164  $                   -  $          164 
7.75% Senior Notes due 2019  475  (475) 
7.75% Senior Notes due 2022  300  (300) 
Capital Leases and Other Notes  79  79 
Term Loan issuance costs  (15)  (15) 
Senior Notes premium and issuance costs  (7) 
Total Debt  $  996  $             (768)  $          228 
       
Liquidity       
Borrowing Base  $    51  $                  24  $            75 
Less:  Letters of Credit  (51)  (51) 
Cash  34  66  100 
Total Liquidity  $    34  $                  90  $          124 

As of September 30, 2016, Basic was considered to be in default on its $100 million ABL Credit Facility.  As such, the only amount eligible under the borrowing base was the amounts associated with the Company's letters of credit.

Board of Directors

The Company also announced today a newly constituted Board of Directors, effective in conjunction with the Company's emergence from chapter 11:

  • T.M. "Roe" Patterson - Mr. Patterson has 21 years of related industry experience. He was named our President and Chief Executive Officer and appointed as a Director in September 2013. From 2006 to September 2013, Mr. Patterson worked for Basic in positions of increasing responsibility. Prior to joining Basic, he was President of TMP Companies, Inc. He was a Contracts/Sales Manager at Patterson Drilling Company from 1996 to 2000.
  • Timothy H. Day - Mr. Day is currently a private investor and director of several private companies. Prior to this, Mr. Day joined First Reserve in 2000 as a Vice President, served as Managing Director since 2007 and Co-Head of Buyout since 2012 until December 2015. Mr. Day currently serves as a director on the board of Diamond S Shipping, TNT Crane & Rigging and TPC Group. Mr. Day previously served as a Director of PBF Energy Inc. and Crestwood Midstream Partners LP. Mr. Day has been named Chairman of the Board of the Company.
  • John Jackson - Mr. Jackson has served as Chief Executive Officer of Spartan Energy Partners since March 2010. Prior to that, from January 2008 through October 2009, Mr. Jackson was the Chairman and CEO of Price Gregory Services, Inc. Mr. Jackson currently sits on the board of directors of Seitel, Inc., Main Street Capital Corp. and Cone Midstream. He has previously served on the board of directors of Select Energy Services (2012 to 2015), RSH Energy (2013 to 2014), Encore Energy Partners (2009 to 2011) and Exterran Holdings, Inc. (2007 to 2009).
  • James D. Kern - Mr. Kern has served as Managing Partner of Majestic Ventures 1 LLC, a consulting and investment partnership focused on early stage growth companies since May 2014. In addition, Mr. Kern has served on the board of directors of PlaySight Interactive Ltd. since May 2014. From 2010 to mid-2014, Mr. Kern was a Managing Director at Nomura Securities, serving as Head of Global Finance FIG and Specialty Finance Investment Banking for the Americas.
  • Samuel E. Langford - Since January 2015, Mr. Langford has performed services as a consultant regarding upstream energy investments, strategies and management. Previously, Mr. Langford was employed by Newfield Exploration Co. as Senior Corporate Advisor-Corporate Office. In addition to Newfield, Mr. Langford has worked with Cockrell Oil & Gas, British Gas Exploration America, Tenneco Oil Company, Tenneco Inc and Exxon USA in various technical and managerial positions. TESO
  • Julio Quintana - Mr. Quintana served as the President and Chief Executive Officer of Tesco Corporation, from 2005 until his retirement in January 2015 and was a member of the Tesco board from September 2004 to May 2015. Mr. Quintana brings 36 years of experience in various aspects of the oil and gas exploration and production industry. He is currently member of the board of Directors of SM Energy and Newmont Mining. Mr. Quintana has also been a board member of Pipeline Pressure Isolation LLC, a private company, since April 2016.

The Prepackaged Plan provides that the initial Board of Directors will have a total of seven members.  As of the Effective Date, six of the seven member of the Board of Directors have been designated.  The Company anticipates that the remaining member of the Board of Directors will be designated shortly after the Effective Date.

Mr. Patterson said, "Our newly constituted Board is comprised of a diverse group of individuals with a range of backgrounds and expertise, each of whom will bring fresh perspective to Basic.  We look forward to benefitting from their guidance as we embark on our new beginning."

As previously announced, the Company's Prepackaged Plan was confirmed by the United States Bankruptcy Court for the District of Delaware on December 9, 2016.

Weil, Gotshal & Manges LLP is serving as legal counsel, and Moelis & Company LLC is serving as investment banker to Basic.  AP Services, LLC is acting as restructuring advisors to the Company in connection with its restructuring efforts.

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