UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 320, 2021

Basic Energy Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-32693		54-2091194
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

801 Cherry Street, Suite 2100	76102
Forth Worth, TX	(Zip Code)
(Address of principal executive offices)

(817) 334-4100
(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share*	BASX*	The OTCQX Best Market*

* Until December 2, 2019, Basic Energy Services, Inc.’s common stock traded on the New York Stock Exchange under the symbol “BAS”. On December 3, 2019, Basic Energy Service, Inc.’s common stock began trading on the OTCQX® Best Market tier of the OTC Markets Group Inc. Deregistration under Section 12(b) of the Act became effective on March 16, 2020.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

~~New~~ Term Loan Facility Forbearance Agreement

OnAs previously disclosed on May 3, 2021, Basic Energy Services, Inc. (the “Company”) entered into that certain Super Priority Credit Agreement (the “Super ~~Priority~~ Priority Credit Agreement”), among the Company, the lenders party thereto (the “Term Loan Lenders”) and Cantor Fitzgerald Securities, as administrative agent and collateral agent (“Cantor”). The Super Priority Credit Agreement provides for a super priority loan facility consisting of term loans in a principal amount of $10,000,000 (the “~~New~~ Term Loan Facility”). The proceeds of the New Term Loan Facility will be used for working capital and other general corporate purposes and the payment of fees and expenses in connection with the New Term Loan Facility and the other agreements entered into in connection with the New Term Loan Facility.

~~The~~On ~~New~~May ~~Term~~14, ~~Loan~~2021, ~~Facility~~the Company ~~matures~~and oncertain ~~May~~of ~~15,~~the ~~2021;~~Company’s ~~provided~~subsidiaries ~~that~~entered ~~such~~into ~~date~~that ~~may~~certain beForbearance ~~extended~~Agreement ~~for~~(the up“Term toLoan ~~thirty~~Forbearance ~~days~~ Agreement”) with the ~~prior~~requisite ~~written~~number ~~consent~~ of Term Loan Lenders ~~(other~~ ~~than~~and ~~Defaulting~~Cantor. ~~Lenders~~Pursuant ~~and~~to ~~Affiliated~~the ~~Lenders~~Term ~~(each~~Loan asForbearance ~~defined~~Agreement, insubject to certain terms and conditions set forth therein, the ~~Super~~Term ~~Priority~~Loan ~~Credit~~Lenders ~~Agreement~~agreed to (among other things)) ~~holding~~forbear ~~term~~from ~~loans~~exercising ~~representing~~remedies in respect of an event ~~more~~of ~~than~~default 66occurring ~~2/3%~~thereunder as a result of the ~~aggregate~~failure ~~outstanding~~to ~~amount~~pay ofinterest on the ~~term~~Company’s ~~loans~~10.75% ofSenior ~~all~~Secured Notes due 2023 (the ~~Term~~“Senior ~~Loan~~Secured ~~Lenders~~Notes” atand such ~~time~~default ~~(excluding~~under the ~~term~~Senior Secured Notes, the “Interest Payment Default”) following ~~loans~~the expiration of ~~Defaulting~~the applicable grace period, until May 23, 2021 (subject to certain early termination events). The Lenders under the Term Loan Facility also have extended the maturity date of the facility to May 23, 2021 and ~~Affiliated~~corresponding ~~Lenders)~~adjustments to certain interim milestones therein have been made.

The ~~New~~foregoing ~~Term Loan Facility~~description ~~is guaranteed by the Company and each~~ of the ~~current~~Term ~~guarantors~~Loan ofForbearance ~~the~~Agreement ~~Company’s~~does ~~existing~~not ~~10.75%~~purport ~~Senior~~to ~~Secured~~be ~~Notes~~complete ~~due 2023 (the “Existing Senior Notes”). The Company~~ and ~~the~~is ~~guarantors~~subject ~~granted~~to ~~liens on their assets, other than accounts receivable, inventory~~ and ~~certain~~qualified ~~related~~in ~~assets,~~its ~~which~~entirety ~~liens~~by ~~rank~~reference ~~senior~~ to the ~~liens~~complete ~~securing~~text ~~the~~of ~~Existing Senior Notes and~~ the ~~Senior~~Term ~~Secured~~Loan ~~Promissory Note~~Forbearance ~~(as~~Agreement, ~~defined~~a ~~below)~~copy ~~pursuant to the terms~~ of anwhich ~~intercreditor~~is ~~agreement~~being ~~between~~filed ~~the Agent (~~as ~~defined~~Exhibit ~~below),~~10.1 ~~the~~hereto ~~collateral agent with respect to the Existing Senior Notes~~ and ~~Ascribe~~is ~~(as~~incorporated ~~defined~~herein by ~~below)~~reference.

At the Company’s election, loans outstanding under the New Term Loan Facility may be borrowed as either Base Rate Loans or LIBOR Loans (each as defined in the Super Priority Credit Agreement). Loans outstanding under the New Term Loan Facility accrue interest at (i) the Base Rate plus 10.00% per annum or (ii) LIBOR plus 11.00% per annum.

The Company may prepay loans under the Super Priority Credit Agreement at any time, subject to the prior written consent of certain Term Loan Lenders; provided that the Company may voluntarily prepay loans in whole upon prior written notice to the Administrative Agent so long as the Company simultaneously prepays in full the aggregate outstanding principal amount of the Existing Senior Notes and the Senior Secured Promissory Note, plus accrued and unpaid interest thereunder and all other obligations that are due and payable thereunder.

The Super Priority Credit Agreement contains negative and affirmative covenants (including budget and variance testing), events of default and repayment and prepayment provisions customarily applicable to super priority facilities of this kind. The Super Priority Credit Agreement contains various restrictive covenants that may limit the Company’s ability to:

• incur additional indebtedness;

• incur liens;

• make investments;

• enter into mergers and similar transactions;

• make or declare dividends;

• sell assets;

• engage in any material line of business changes;

• amend, modify, or change the Ascribe Notes (as defined below), the indenture with respect to the Existing Senior Notes and certain other agreements, subject to certain exceptions); and

• engage in certain other transactions.

These limitations are subject to a number of important qualifications and exceptions.

The New Term Loan Facility also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants. If a bankruptcy event of default occurs, the entire outstanding balance under the New Term Loan Facility will become immediately due and payable. If any other event of default occurs and is continuing under the New Term Loan Facility, the administrative agent, in its own discretion or at the direction of a majority of the Term Loan Lenders, will be able to declare the entire outstanding balance under the New Term Loan Facility to become immediately due and payable.

The foregoing description of the Super Priority Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Super Priority Credit Agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.

ABL Forbearance Agreement

As previously disclosed, on ~~April~~May 143, ~~2020~~2021, the Company and certain of the Company’s subsidiaries entered into a forbearance agreement (the “Forbearance Agreement”) with Bank of America, N.A., as administrative agent (the “Agent”) and certain lenders holding greater than a majority of the commitments (collectively, the “Credit Agreement Forbearing Parties”) under that certain Credit Agreement dated October 2, 2018 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) among the Company, the lenders party thereto, and the Agent.

Pursuant to the Forbearance Agreement, subject to certain terms and conditions set forth therein, the Credit Agreement Forbearing Parties agreed to temporarily forbear from exercising any rights or remedies they may have in respect of the ~~event~~Interest ofPayment ~~default~~Default ~~described below~~ and certain additional events of default described therein. The Forbearance Agreement was scheduled to terminate ~~at 5:00 p.m. Central Daylight Savings Time~~ on ~~April 28~~May 15, 2021 (the “Original Termination Date”), unless extended or certain specified circumstances cause an earlier termination.

On ~~April~~May 2814, 2021, the ~~Company~~ Company and certain of the Company’s subsidiaries entered into that certain Limited Consent and ~~First~~Second Amendment to Forbearance ~~Agreement~~ Agreement (the “Forbearance Amendment”) with the Agent and the Credit Agreement Forbearance Parties. Pursuant to the Forbearance Amendment, subject to certain terms and conditions set forth therein, the Credit Agreement Forbearing Parties agreed to (among other things) (i) extend the Original Termination Date to May 1523, 2021 ~~(subject to earlier termination events, including if certain asset sales are not completed)~~ and (ii) ~~consent~~adjust tocertain ~~incurrence~~interim ofmilestones ~~the~~therein ~~Term~~(subject ~~Loan~~to ~~Facility~~certain ~~and~~early ~~the first priority liens on the~~termination ~~collateral described therein~~events).

The above description of the terms of the Forbearance Amendment does not purport to be complete and is qualified in its entirety by the full text of the Forbearance Amendment, a copy of which is being filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Ascribe Notes Forbearance Agreement

As previously disclosed on May 3, 2021, the Company ~~has~~ entered into a consent letter (the “Ascribe Consent Letter”) with Ascribe III Investments LLC (“Ascribe”) under (i) that certain Senior Secured Promissory Note dated as of March 9, 2020 with Ascribe ~~III Investments LLC (“Ascribe”)~~ as payee (the “Senior Secured Promissory Note”) and (ii) that certain Second Lien Promissory Note dated October 15, 2020 with Ascribe (the “Second Lien Promissory Note”, together with the Senior Secured Promissory Note, the “Ascribe Notes”). On May 3, 2021, the Company and Ascribe have entered into a consent letter (the “Ascribe Consent Letter”) pursuant to which Ascribe agreed to (i) forbear from exercising any rights or remedies they may have in respect of the Company’s failure to pay interest on the Ascribe Notes from and after the closing date of the Term Loan Facility and (ii) consent to incurrence of the Term Loan Facility and the first priority liens on the collateral described therein.

~~The~~Pursuant ~~above~~to ~~description of~~ the Consent Letter, subject to certain terms ofand ~~the~~conditions set forth therein, Ascribe ~~Consent~~agreed ~~Letter~~to ~~does~~(i) ~~not~~forbear ~~purport~~from toexercising beany ~~complete~~rights ~~and~~or remedies isthey ~~qualified~~may have in ~~its~~respect ~~entirety~~of bythe Company’s failure to pay interest on the ~~full~~Ascribe ~~text~~Notes from and after the closing date of the Term Loan Facility (the “Ascribe ~~Consent Letter,~~Forbearance ~~which~~Period”) isand ~~filed~~(ii) asconsent ~~Exhibit~~to ~~10.3~~incurrence ~~hereto~~of the Term Loan Facility and isthe ~~incorporated~~first ~~herein~~priority byliens ~~reference~~on the collateral described therein.

~~Third~~On ~~Supplemental~~May ~~Indenture~~14, 2021, the Company entered into that certain Amendment to the Consent Letter (the “Ascribe Amendment”) with Ascribe. Pursuant to the Ascribe Amendment, subject to certain terms and conditions set forth therein, Ascribe agreed to extend the Ascribe Forbearance Period to May 23, 2021.

OnThe ~~May~~above 3,description ~~2021, the Company entered into a Third Supplemental Indenture to the indenture, dated as~~ of ~~October 2, 2018 (as supplemented by~~ the ~~First Supplemental~~ ~~Indenture~~terms ~~dated as~~ of ~~August 22, 2019 (~~the ~~“First~~Ascribe ~~Supplemental~~Amendment ~~Indenture”)~~does ~~and~~not ~~the~~purport ~~Second~~to ~~Supplemental~~be ~~Indenture~~complete ~~dated~~and ~~as of~~is ~~April~~qualified 1,in ~~2020,~~its ~~(the~~entirety ~~“Second~~by ~~Supplemental Indenture”),~~ the ~~“Indenture”),~~full bytext ~~and~~of ~~among~~ the ~~Company,~~Ascribe ~~the guarantors~~Amendment, ~~under~~a ~~the~~copy ~~Indenture~~of ~~and~~which ~~the~~is ~~Trustee~~being ~~and~~filed ~~Collateral~~as ~~Agent~~Exhibit ~~(the “Third Supplemental Indenture”)~~10.3 ~~The~~hereto ~~Third Supplemental Indenture amends, among other things, certain definitions in the Indenture, the limitation of indebtedness covenant~~ and ~~the~~is ~~limitation~~incorporated onherein ~~distributions covenant~~by ~~to facilitate entry into the Super Priority Credit Agreement and related documentation~~reference.

~~The foregoing~~Notes description of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.Forbearance

On May 14, 2021, the Company and certain of the Company’s subsidiaries entered into a Forbearance Agreement (the “Notes Forbearance Agreement”) with certain holders of the Senior Secured Notes under that certain Indenture dated as of October 2, 2018 (as amended, restated, supplemented or otherwise modified, the “Indenture”) among the Company, the guarantors under the Indenture and the Trustee and Collateral Agent.

Pursuant to the Notes Forbearance Agreement, holders of approximately $316.4 million in aggregate principal amount, or 91.06%, of the $347.5 million issued and outstanding Senior Secured Notes, subject to certain conditions precedent and continuing conditions, agreed that during the forbearance period ending on May 23, 2021 (subject to certain early termination events) they would not enforce, or otherwise take any action to direct enforcement of, any of the rights and remedies available to the holders, the Trustee or the Collateral Agent, under the Indenture for the Senior Secured Notes, or otherwise, including, without limitation, any action to accelerate the Senior Secured Notes, with respect to the Interest Payment Default.

The foregoing description of the Notes Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Notes Forbearance Agreement, a copy of which is being filed as Exhibit 10.4 hereto and is incorporated herein by reference.

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

The information set forth in Item 1.01 above regarding the ~~Super~~Term ~~Priority~~Loan ~~Credit~~Forbearance Agreement, the Forbearance Amendment, the Ascribe ~~Consent~~Amendment ~~Letter~~ and the ~~Third~~Notes Forbearance ~~Supplemental~~Agreement ~~Indenture~~ is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Super Priority Credit Agreement, the board of directors of the Company (the “Board”) voted to increase the size of the Board by one seat and resolved that the newly created directorship shall be apportioned as a Class III director position, and appointed Alan Carr as a director of the Company to fill the vacancy created by the increase in the size of the Board, effective immediately. Mr. Carr was also appointed a member of the Board’s special committee of the Board, effective immediately.

Mr. Carr does not have any family relationships with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Carr and any other person pursuant to which he was appointed as a director of the Company.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Exhibit
4.1		Third Supplemental Indenture, dated as of May 3, 2021 by and among Basic Energy Services, Inc., the guarantors party thereto and UMB Bank, N.A. as trustee and collateral agent.
10.1*		Forbearance Agreement, dated as of May 14, 2021, by and among Basic Energy Services, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-32693) filed on May 17, 2021).
10.1		Super Priority Credit Agreement, dated as of May 3, 2021, by and among Basic Energy Services, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent.
10.2*		Second Amendment to the Forbearance Agreement, dated as of May 14, 2021, by and among Basic Energy Services, Inc., the subsidiary guarantors party thereto and Bank of America, N.A. as administrative agent (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-32693) filed on May 17, 2021).
10.2		Limited Consent and First Amendment to the Forbearance Agreement, dated as of April 28, 2021 by and among Basic Energy Services, certain of the Company’s subsidiaries, Bank of America, N.A. as administrative agent and the Credit Agreement Forbearing Parties.
10.3*		Amendment to Consent Letter, dated as of May 14, 2021, by and among Basic Energy Services, Inc. and Ascribe III Investments LLC. (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-32693) filed on May 17, 2021).
10.3		Consent Letter, dated as of May 3, 2021, by and among Basic Energy Services, Inc. and Ascribe III Investments LLC.
10.4*		Forbearance Agreement, dated as of May 14, 2021, by and among Basic Energy Services, Inc., the subsidiary guarantors party thereto and the Supporting Holders (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-32693) filed on May 17, 2021).
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BASIC ENERGY SERVICES, INC.
	By:	/s/ Adam L. Hurley
Date: May 3, 2021		Adam L. Hurley (Executive Vice President, Chief Financial Officer, Treasurer and Secretary)
Date: May 20, 2021		Adam L. Hurley (Executive Vice President, Chief Financial Officer, Treasurer and Secretary)

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