3//SEC Filing
Ascribe Associates III, LLC 3
Accession 0000895345-20-001097
CIK 0000320575other
Filed
Nov 22, 7:00 PM ET
Accepted
Nov 23, 5:32 PM ET
Size
19.0 KB
Accession
0000895345-20-001097
Insider Transaction Report
Form 3
AMERICAN SECURITIES LLC
10% Owner
Holdings
- 156,195(indirect: See footnotes)
Common Stock, par value $0.001
- (indirect: See footnotes)
5.0% Convertible Senior Unsecured PIK Notes due 2025
→ Common Stock, par value $0.001 (2,025,000 underlying)
Ascribe Capital LLC
10% Owner
Holdings
- 156,195(indirect: See footnotes)
Common Stock, par value $0.001
- (indirect: See footnotes)
5.0% Convertible Senior Unsecured PIK Notes due 2025
→ Common Stock, par value $0.001 (2,025,000 underlying)
Ascribe III Investments LLC
10% Owner
Holdings
- 156,195(indirect: See footnotes)
Common Stock, par value $0.001
- (indirect: See footnotes)
5.0% Convertible Senior Unsecured PIK Notes due 2025
→ Common Stock, par value $0.001 (2,025,000 underlying)
Ascribe Opportunities Fund III, L.P.
10% Owner
Holdings
- (indirect: See footnotes)
5.0% Convertible Senior Unsecured PIK Notes due 2025
→ Common Stock, par value $0.001 (2,025,000 underlying) - 156,195(indirect: See footnotes)
Common Stock, par value $0.001
Holdings
- (indirect: See footnotes)
5.0% Convertible Senior Unsecured PIK Notes due 2025
→ Common Stock, par value $0.001 (2,025,000 underlying) - 156,195(indirect: See footnotes)
Common Stock, par value $0.001
Ascribe Associates III, LLC
10% Owner
Holdings
- (indirect: See footnotes)
5.0% Convertible Senior Unsecured PIK Notes due 2025
→ Common Stock, par value $0.001 (2,025,000 underlying) - 156,195(indirect: See footnotes)
Common Stock, par value $0.001
Footnotes (7)
- [F1]Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Ascribe III Investments LLC ("Fund III"). Fund III holds directly the common stock, par value $0.001 (the "New Common Stock") and 5.00% Convertible Senior Unsecured PIK Notes due 2025 (the "New Convertible Notes") issued by Pioneer Energy Services Corp (the "Issuer") reported herein. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). (continued in Footnote 2)
- [F2](continued from Footnote 1) Each of Ascribe Capital, American Securities, Associates III, Opportunities III and Opportunities III(B) may be deemed to share beneficial ownership of the New Common Stock and New Convertible Notes of the issuer beneficially owned or held by Fund III. Each of Ascribe Capital, American Securities, Associates III, Opportunities III and Opportunities III(B) disclaims beneficial ownership of the New Common Stock and New Convertible Notes held by Fund III, except to the extent of its pecuniary interests.
- [F3]On March 1, 2020, the Issuer and its subsidiaries (collectively, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. Debtors also filed a prepackaged Chapter 11 plan of reorganization (the "Plan") with the Bankruptcy Court. On May 11, 2020, the Bankruptcy Court entered an order, Docket No. 331 (the "Confirmation Order") confirming the Plan. On May 29, 2020 (the "Effective Date"), the Debtors emerged from bankruptcy and the Plan became effective pursuant to its terms.
- [F4]On the Effective Date, and pursuant to the Plan, holders of the Issuer's existing senior unsecured notes were granted the right to participate in a rights offering (the "Rights Offering") on a pro rata basis for the purchase of the New Convertible Notes. The New Convertible Notes will mature in 5 years and 6 months from the Effective Date and bear payable-in-kind interest at 5%. Holders of the New Convertible Notes are entitled to vote upon all matters upon which holders of any class or classes of common stock of the Issuer have the right to vote, and the number of votes represented by each New Convertible Note is equal to the largest number of whole shares of New Common Stock (rounded down to the nearest whole share) into which such New Convertible Notes may be converted. (continued in Footnote 5)
- [F5](continued from Footnote 4) In accordance with the Rights Offering, the Reporting Person purchased $25,000,000 principal amount of the New Convertible Notes and received a commitment premium of $2,000,000 principal amount of the New Convertible Notes as consideration for entering into a backstop commitment agreement (the "Backstop Agreement") with the Issuer.
- [F6]The New Convertible Notes are convertible into shares of New Common Stock at a conversion rate of 75 shares of New Common Stock per $1,000 of New Convertible Notes, subject to customary anti-dilution adjustments. The New Convertible Notes will be convertible at any time in whole or in part at the option of the holder thereof, mandatorily on the maturity date (provided that if the shares of New Common Stock issuable upon conversion have a value less than the face amount of a New Convertible Note at such time, the Issuer is obligated to pay the face amount thereof in cash) or, if earlier, at the Issuer's election upon the occurrence of a Merger Event (as defined in the indenture pursuant to which the New Convertible Notes were issued). (continued in Footnote 7)
- [F7](continued from Footnote 6) On June 4, 2020, Fund III notified the Issuer (the "Blocker Election"), that the Restricted Ownership Percentage, as that term is defined in the Indenture, applicable to Fund III and/or its affiliates, would be 4.99%. Pursuant to Section 14.12 of the Indenture and the Blocker Election, Fund III's ability to convert New Convertible Notes into additional shares of New Common Stock has been restricted in accordance with Section 14.12 of the Indenture.
Documents
Issuer
PIONEER ENERGY SERVICES CORP
CIK 0000320575
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001703901
Filing Metadata
- Form type
- 3
- Filed
- Nov 22, 7:00 PM ET
- Accepted
- Nov 23, 5:32 PM ET
- Size
- 19.0 KB