BASIC ENERGY SERVICES, INC. (Form: 8-K, Received: 11/05/2020 17:28:13)

BASIC ENERGY SERVICES, INC.

/s/ Adam L. Hurley

Date: November 5, 2020

Adam L. Hurley

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

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): November 5, 2020

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

Forth Worth, TX

76102

(Address of principal executive offices)

(Zip Code)

(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 Services, 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.

Commitment Agreement

Pursuant to a commitment letter, dated November 5, 2020 (the “Commitment Agreement”), Ascribe III Investment LLC, a Delaware limited liability company (“Ascribe”), as Commitment Party, has provided a commitment to purchase $15.0 million aggregate principal amount of the New Super Priority Notes (as defined below) not otherwise validly subscribed and paid for pursuant to the Rights Offering (as defined below), subject to certain conditions, including the absence of an Event of Default under and as defined in Basic Energy Services, Inc.’s (the “Company”) ABL Credit Agreement, the consummation of the Exchange Offer (as defined below) and the minimum tender condition of 66-²⁄₃% in aggregate principal amount of the outstanding Existing 2023 Notes (as defined below) and receipt of consents of the holders constituting at least 66-²⁄₃% in aggregate principal amount of the outstanding Existing 2023 Notes relating to the Proposed Amendments (the “Proposed Amendments Condition”). As consideration for the Commitment Party’s commitment, the Commitment Party shall be entitled to receive a cash premium equal to 1.25% of the aggregate principal amount of New Super Priority Notes issued to the Commitment Party pursuant to the Commitment Agreement (the “Commitment Cash Premium”). The Commitment Party will not be entitled to the Commitment Cash Premium if the Exchange Offer is not completed.

The foregoing summary of the Commitment Agreement does not purport to be complete and is qualified in its entirety by reference to the Commitment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

First Amendment to Exchange Agreement

The Company is party to that certain Exchange Agreement, dated March 9, 2020, with Ascribe (the “Exchange Agreement”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2020 as Exhibit 10.1 to the Company’s Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

On November 5, 2020, the Company entered into that certain First Amendment to Exchange Agreement (the “Exchange Agreement Amendment”). The amendments provided for in the Exchange Agreement Amendment shall become effective and operative concurrently with the Proposed Amendments (as defined below) becoming effective and operative. Pursuant to the Exchange Agreement Amendment, if the Company is required to reimburse Ascribe the Make-Whole Reimbursement Amount (as defined in the Exchange Agreement), to the extent the Company is unable to pay such amount in cash, it shall pay in New Super Priority Notes with an aggregate principal amount (rounded to the nearest $1,000) equal to the portion of the Make-Whole Reimbursement Amount that is not paid in cash. In addition, the Company and Ascribe agreed that in no event will the Company be obligated to pay to Ascribe the Make-Whole Reimbursement Amount at any time prior to the earliest of (i) the consummation of the Exchange Offer or (ii) the expiration of the Exchange Offer in accordance with its terms.

The foregoing summary of the Exchange Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On November 5, 2020, the Company announced that it commenced a private offer to exchange (the “Exchange Offer”) its outstanding 10.75% Senior Secured Notes due 2023 (the “Existing 2023 Notes”) for newly issued 11.00% Senior Secured Notes due 2025 (the “New Notes”) and provide for a $20.0 million rights offering (the “Rights Offering”) to holders of its Existing 2023 Notes participating in the Exchange Offer to purchase new 9.75% Super Priority Lien Senior Secured Notes due 2025 (“New Super Priority Notes”) to be issued by the Company. The aggregate maximum principal amount of New Notes to be issued in the Exchange Offer will be limited to $80.0 million. In connection with the Exchange Offer, the Company is also soliciting consents (the “Consent Solicitation”) from eligible holders of the Existing 2023 Notes to (1) eliminate substantially all of the covenants, restrictive provisions and events of default and to release the existing subsidiary guarantees of the Existing 2023 Notes, (2) modify the description of the secured obligations under the security documents of the Existing 2023 Notes to reflect the refinancing of the Existing 2023 Notes with the New Notes and (3) cause the Existing 2023 Notes remaining outstanding after the first Settlement Date to be unsecured, without the benefit of any liens on the collateral (the “Proposed Amendments”). The Exchange Offer, Rights Offering and Consent Solicitation are being made upon the terms and subject to the conditions set forth in the offering memorandum, dated November 5, 2020.

The Exchange Offer and Rights Offering is only being made (i) to qualified institutional buyers in the United States as defined in Rule 144A and (ii) outside the United States to persons that are not U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes, the New Super Priority Notes and the subscription rights related to the Rights Offering have not been registered under the Securities Act or any securities laws of any jurisdiction, and may not be offered or sold within the United States or to U.S. persons (as such terms are defined under the Securities Act) absent an applicable exemption from registration requirements. The Exchange Offer and Rights Offering are not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy the New Notes, the New Super Priority Notes, the subscription rights related to the Rights Offering or the Existing 2023 Notes in the United States or elsewhere.

On November 5, 2020, the Company issued a press release announcing that it has commenced the Exchange Offer, Rights Offering and Consent Solicitation. The full text of the press release is incorporated herein by reference as Exhibit 99.1 to this Current Report on Form 8-K.

In addition, attached as Exhibit 99.2 are certain additional disclosures provided to investors in connection with the Exchange Offer.

The information in this Form 8-K under Item 7.01, including Exhibit 99.1 and 99.2 hereto, is being furnished pursuant Item 7.01 of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

Many of the statements included in this Current Report on Form 8-K and the furnished exhibits constitute “forward-looking statements.” In particular, they may include statements relating to future actions, strategies, future operating and financial performance, and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Exhibit

10.1		Commitment Agreement, dated November 5, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC.

10.2		First Amendment to Exchange Agreement, dated November 5, 2020, by and between Basic Energy Services, Inc. and Ascribe III Investments LLC.

99.1		Press release, dated November 5, 2020, announcing commencement of the Exchange Offer, Rights Offering and Consent Solicitation.

99.2		Certain additional information provided in connection with the Exchange Offer, Rights Offering and Consent Solicitation.

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.

Exhibit 10.1

[Ascribe Letterhead]

CONFIDENTIAL

November 5, 2020

Basic Energy Services, Inc.

80 l Cherry Street, Suite 2100

Fort Worth, TX 76102

Attention: Keith L. Schilling

Email: Keith.Schilling@basicenergyservices.com

Commitment Letter

Ladies and Gentlemen:

Basic Energy Services, Inc., a Delaware corporation (the “Company”, “you” or “your”) has advised Ascribe III Investment LLC, a Delaware limited liability company (the “Commitment Party”, “we” or “us”), that pursuant to the terms and subject to the conditions in that certain Confidential Offering Memorandum dated November 5, 2020 (as it may be supplemented and amended from time to time, the “Offering Memorandum”), you are offering to all eligible holders to exchange (the “Exchange Offer”) the Company’s outstanding 10.75% Senior Secured Notes due 2023 (the “Existing Notes”) for new 11.00% Senior Secured Notes due 2025 to be issued by you (the “New Notes”) and, in the case of Participating Holders (as defined in the Offering Memorandum), the right to subscribe to the 9.75% Super Priority Lien Senior Secured Notes due 2025 to be issued by you (the “New Super Priority Notes”). Capitalized terms used but not otherwise defined herein are used with the meanings assigned to such terms in the Offering Memorandum.

1. Commitment.

In connection with the Exchange Offer, we hereby commit to purchase $15,000,000 aggregate principal amount of New Super Priority Notes for a cash purchase price equal to 100% of the principal amount of the New Super Priority Notes (the “Commitment”) (a) upon the terms set forth or referred to in this Commitment Letter and the Summary of Terms attached as Exhibit A and (b) subject only to the conditions set forth on Exhibit B hereto (such Exhibits A and B and, together with this letter and Exhibit C hereto, collectively, this “Commitment Letter”); provided, that the Commitment shall be reduced on a dollar-for-dollar basis by the first $15,000,000 aggregate principal amount of the New Super Priority Notes purchased by the Participating Holders in the Rights Offering at the closing thereof. Notwithstanding any other provision of the Commitment Letter to the contrary and notwithstanding any subscription by any Participating Holder for the New Super Priority Notes, we acknowledge and agree that we shall not be relieved or released from our obligation to purchase $15,000,000 aggregate principal amount of the New Super Priority Notes unless and until the Participating Holders shall have purchased their committed portion of the first $15,000,000 aggregate principal amount of New Super Priority Notes to be issued at the closing of the Rights Offering expected to occur on or about the Final Settlement Date (the “Closing Date”) and that all subscriptions that have not been delivered to the Escrow Agent as set forth in the Offering Memorandum on or prior to the Expiration Time shall be automatically void at the close of business on the Expiration Time.

2. Commitment Cash Premium.

As consideration for the Commitment hereunder, you agree to pay to the Commitment Party on the Closing Date a commitment cash premium (the “Commitment Cash Premium”) in an amount equal to 1.25% of the aggregate principal amount of New Super Priority Notes issued to it on the Closing Date. The Commitment Cash Premium will be fully earned and due and payable on, and subject to the occurrence of, the Closing Date. The Commitment Cash Premium may be net funded against payment in full by the Commitment Party of the purchase price for its New Super Priority Notes.

3. Expense Reimbursement.

You agree to reimburse the Commitment Party on the Closing Date (to the extent an invoice therefor is received at least three (3) business days prior to the Closing Date, or if invoiced after such date, within 30 days following receipt of the relevant invoice), for all reasonable and documented out-of-pocket expenses (limited, in the case of legal fees and expenses, to (a) the reasonable fees, charges and disbursements of Fried, Frank, Harris, Shriver & Jacobson LLP acting as legal counsel to the Commitment Party and (b) if reasonably necessary, the fees, charges and disbursements of one local counsel in any relevant local jurisdiction (which may be a single firm for multiple jurisdictions)), incurred in connection with this Commitment Letter and any related documentation (including this Commitment Letter, the Offering Memorandum and the New Super Priority Notes Indenture).

4. Representations and Warranties.

We hereby represent and warrant to you as of the date hereof and as of the Closing Date as to the matters set forth in Part A of Exhibit C hereof. You represent and warrant to us as of the date of your countersignature to this Commitment Letter and as of the Closing Date as to the matters set forth in Part B of Exhibit C hereof.

5. Assignability; Amendments; Counterparts.

This Commitment Letter and the obligations hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto, are not

intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Parties to the extent expressly set forth herein) and are not intended to create a fiduciary relationship among the parties hereto. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by you and us. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (a) is the only agreement that has been entered into among the parties hereto with respect to the matters contemplated hereby and (b) supersedes all prior understandings, whether written or oral, among us and you with respect to the matters contemplated hereby and set forth the entire understanding of the parties hereto with respect thereto. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter.

6. Maximum Remedy.

Notwithstanding anything to the contrary contained herein, the Company, in accepting the Commitment hereunder, agrees and acknowledges the liability and obligations of the Commitment Party hereunder shall not exceed its Commitment. The Commitment Party’s commitment, if any, to contribute or otherwise fund to the Company an amount determined pursuant to this Commitment Letter up to, but in no case exceeding, its Commitment shall be the sole and exclusive remedy of the Company against the Commitment Party and its affiliates in respect of this Commitment Letter, and the Company, on behalf of itself and its affiliates, hereby waives all other rights and remedies it may have against the Commitment Party and its affiliates (other than the Company), whether sounding in contract or tort, or whether at law or in equity, or otherwise, relating to this Commitment Letter.

7. Indemnity.

The Company agrees to indemnify and hold harmless the Commitment Party and each of its affiliates and their respective officers, directors, employees, advisors and agents (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable and documented fees and disbursements of a single firm of counsel to all Indemnified Parties and, if necessary, one firm of local counsel in each appropriate jurisdiction and one firm of special counsel in each appropriate specialty) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Commitment Party agreeing to backstop the Rights Offering as provided in this Commitment Letter, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s gross negligence, bad faith or willful misconduct or (ii) such Indemnified Party’s breach of its obligations under this Commitment Letter. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its subsidiaries, its equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Rights Offering or other transactions contemplated by this Commitment Letter is consummated. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or the Company’s subsidiaries or affiliates or to the Company’s or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Rights Offering or other transactions contemplated by this

Commitment Letter, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or breach of its obligations under this Commitment Letter. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by the Company of information or other materials relating to the Rights Offering communications by the Company through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction.

8. Confidentiality.

The Company, in accepting the Commitment hereunder, agrees that it shall not make any announcement or disclosure of this Commitment Letter or the contents hereof except: (i) on a confidential basis to (a) its accountants, attorneys and other professional advisors retained in connection with the Commitment and related transactions and (b) its board of directors and advisors to the Company in connection with their consideration of the Rights Offering; (ii) after its acceptance of this Commitment Letter, (a) in filings with the SEC and other applicable regulatory authorities and stock exchanges or (b) in public announcements or investor communications made or to be made in connection with the Exchange Offer, the Rights Offering, the Consent Solicitation and related transactions; and (iii) pursuant to the order or direction of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case you shall use your commercially reasonable efforts promptly to notify the Commitment Party thereof to the extent lawfully permitted to do so); provided that the Commitment Party shall have a reasonable opportunity to review and consent to any such disclosure described in the foregoing clauses (ii)(a) and (ii)(b), such consent not to be unreasonably withheld or delayed.

9. Termination.

This Commitment Letter, including the undersigned’s obligations to fund the Commitment, terminates upon the earliest to occur of (a) the receipt by the Company of proceeds from the sale of at least $15,000,000 aggregate principal amount of New Super Priority Notes to Participating Holders in the Rights Offering and to the Commitment Party, pursuant to its purchase of any otherwise unsubscribed portion of the New Super Priority Notes, (b) the date on which the Company provides written notice to the Commitment Party that it is terminating this Commitment Letter, (c) the date on which the Commitment Party has provided the Company with cash in the amount of the full amount of the Commitment on the terms set forth in this Commitment Letter or (d) January 4, 2021. Upon any such termination of this Commitment Letter, any obligations of the Commitment Party hereunder will terminate. Notwithstanding anything in this paragraph to the contrary, the termination of this Commitment Letter pursuant to this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter.

10. Governing Law; Waiver of Jury Trial.

THIS COMMITMENT LETTER AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan in the county of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be brought, heard and determined in such New York State court or, to the extent permitted by law, in such federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter in any such New York State or federal court and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Notwithstanding the foregoing, the parties agree that a final judgment in any such action, suit, proceeding or claim shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and that service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses set forth above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.

11. Miscellaneous.

The expense reimbursement, indemnity, confidentiality, jurisdiction, governing law, waiver of jury trial, service of process and venue and information contained herein shall remain in full force and effect regardless of whether the New Super Priority Notes Indenture shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the commitments hereunder. Subject to the preceding sentence, you may terminate this Commitment Letter upon written notice to us at any time.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein or therein (including an obligation to negotiate in good faith); it being acknowledged and agreed that the commitment provided hereunder is subject only to those conditions set forth on Exhibit B hereto; provided that nothing contained in this Commitment Letter obligates you or any of your affiliates to issue any portion of the New Super Priority Notes.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter by returning to us executed counterparts hereof not later than 11:59 p.m., New York City time, on November 6, 2020. The Commitment Party’s commitment hereunder and the Commitment Party’s agreements contained herein will expire at such time in the event that they have not received such executed counterparts in accordance with the immediately preceding sentence. Notwithstanding anything in this paragraph to the contrary, the termination of this Commitment Letter pursuant to this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter.

[Signature Pages Follow]

The Commitment Party is pleased to have been given the opportunity to assist you in connection with this financing.


Very truly yours,

ASCRIBE III INVESTMENTS LLC

By:		/s/ Lawrence First
Name:		Lawrence First
Title:		Chief Investment Officer

Accepted and agreed to as of the date first above written:


BASIC ENERGY SERVICES, INC.

By:		/s/ Keith L. Schilling
Name:		Keith L. Schilling
Title:		President and Chief Executive Officer

Exhibit A

Summary of Terms

[See Attached]

Summary of Terms

Exhibit A – Page 1

Exhibit B

Conditions

The purchase of the New Super Priority Notes by the Commitment Party shall be subject to the satisfaction (or waiver) of solely the following conditions. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Commitment Letter to which this Exhibit B is attached or on Exhibit A attached thereto.

1. The Company shall have executed and delivered the New Super Priority Notes Indenture to which it is a party, and the New Super Priority Notes Indenture shall be in full force and effect.

2. The Proposed Amendments Condition shall have been satisfied, and such Proposed Amendments shall be effective.

3. Not later than substantially concurrently with the purchase of the New Super Priority Notes, the Exchange Offer shall have been consummated in accordance with the terms of the Offering Memorandum and the New Notes shall have been issued.

4. Both before and after giving effect to the funding of the Commitment, no Event of Default under and as defined in the ABL Credit Agreement shall have occurred and be continuing under the ABL Credit Agreement.

5. All representations and warranties of the Company in Part B of Exhibit C hereof must be true and correct in all material respects.

6. The Commitment Party shall have received a true, complete and correct copies of the resolutions or written consent of (x) the Special Committee of the Board of Directors of the Company and (y) the Board of Directors of the Company, authorizing the offering of the New Super Priority Notes and the use of the proceeds of such offering, in part, to repay the Second Lien Promissory Note.

7. The satisfaction of Section 2 and Section 3 of the Commitment Letter.

8. The receipt by the Commitment Party of written notice from the Company as soon as reasonably practicable following the Expiration Time but prior to the termination of the Commitment pursuant to Section 7 of the Commitment Letter that the Company is exercising its rights to require the Commitment Party to fund its Commitment and setting forth the amount of the Commitment to be funded.

Conditions

Exhibit B – Page 1

Exhibit C

Representations and Warranties

Part A – Commitment Party

1. We have the requisite corporate or other applicable power and authority to execute and deliver this Commitment Letter and to perform our obligations hereunder and thereunder.

2. We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)).

3. We are acquiring the New Super Priority Notes for our own account with the present intention of holding such New Super Priority Notes for purposes of investment, and we have no intention of selling such New Super Priority Notes in a public distribution in violation of the federal securities laws or any applicable state securities laws.

4. No brokerage or finder’s fees or commissions are or will be payable by us to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the issuance of the New Super Priority Notes, and we have not taken any action that could cause the Company to be liable for any such fees or commissions.

5. We acknowledge the following as of the date hereof and as of the Closing Date:

The New Super Priority Notes purchased pursuant to this Commitment Letter will be issued in book-entry from originally and will be in the form of one or more global certificates, which will be deposited with, or on behalf of DTC.

The New Super Priority Notes have not been and will not be registered under the Securities Act and the Exchange Act, and the rules and regulations promulgated by the SEC thereunder and may not be offered or issued, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (and in accordance with the restrictions described in the Offering Memorandum).

We have read and understand the Offering Memorandum and the documents incorporated by reference in the Offering Memorandum and understand the terms and conditions herein and therein and the risks associated with the Company and its business as described in the Offering Memorandum and the documents incorporated by reference therein. We are not relying upon any information, representation or warranty by the Company, other than as set forth in this Commitment Letter and, except as provided for in such document, has not relied upon any information provided by or investigation conducted by advisors to the Company in making our investment decision. We have, to the extent deemed necessary by us, discussed with our own advisors (i) the representations, warranties and agreements that we are making herein and (ii) the financial, tax, legal and related matters concerning an investment in the New Super Priority Notes. We acknowledge that (x) no party has made any recommendation to us as to whether or not we should enter into this Commitment Letter or make any investment in any New Super Priority Notes, (y) we have not relied on any party in making our investment decision of whether or not to enter into this Commitment Letter or make any investment in any New Super Priority

Representations and Warranties

Exhibit C – Page 1

Notes and (z) we have relied on our own examination of the Company and the terms of this Commitment Letter in determining whether or not to enter into this Commitment Letter or make any investment in any New Super Priority Notes.

Each certificate representing any New Super Priority Notes shall be stamped or otherwise imprinted with legends in substantially the following form:

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(A) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

Representations and Warranties

Exhibit C – Page 2

[Regulation S Legend]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

We agree that we will not offer, sell or otherwise transfer any New Super Priority Notes except in accordance with an exemption from registration, including under Rule 144 under the Securities Act, if and when available.

Part B – Company

1. The Company is duly organized and validly existing under the laws of the state of Delaware.

2. The Company has the requisite corporate power and authority to execute and deliver this Commitment Letter and the Company has duly authorized all requisite corporate action with respect to this Commitment Letter and the Offering Memorandum and the consummation of the transactions contemplated hereby.

Representations and Warranties

Exhibit C – Page 3

Exhibit 10.2

FIRST AMENDMENT TO EXCHANGE AGREEMENT

This FIRST AMENDMENT TO EXCHANGE AGREEMENT (this “Amendment”), is made and entered into as of November 5, 2020, by and between Basic Energy Services, Inc., a Delaware corporation (the “Company”), and Ascribe III Investments LLC, a Delaware limited liability company (the “Noteholder”). Each of the Company and the Noteholder shall be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties are party to that certain Exchange Agreement dated as of March 9, 2020 (the “Exchange Agreement”);

WHEREAS, pursuant to Section 7(a) of the Exchange Agreement, amendments or modifications to the Exchange Agreement may be made upon the written consent of each party thereto;

WHEREAS, on the date hereof, the Company commenced an exchange offer, rights offering and consent solicitation pursuant to an Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), offering to exchange (as the same may be amended, extended, supplemented or modified from time to time, the “Exchange Offer”) its existing 10.75% Senior Secured Notes due 2023 (the “Existing Notes”) for 11% Senior Secured Notes due 2025 and rights to subscribe for 9.75% Super Priority Lien Senior Secured Notes due 2025 (the “New Super Priority Notes”), and soliciting consents to amend certain provisions of the Indenture pursuant to which the Existing Notes were issued and to release the guarantees thereof and collateral therefor; and

WHEREAS, the Parties desire to make certain amendments to the Exchange Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Defined Terms. Except as otherwise defined in this Amendment, capitalized terms used herein shall have the meanings given to them in the Exchange Agreement.

2. Amendments to the Exchange Agreement. The following shall become effective and operative concurrently with the Proposed Amendments (as defined in the Offering Memorandum) becoming effective and operative:

(a) Section 5(c) of the Exchange Agreement is hereby amended and restated in its entirety as follows:

Make-Whole Payment. If the Noteholder is required to pay NexTier the Make-Whole Payment pursuant to Section 7.1 of the NexTier PSA, the Company shall promptly pay to the Noteholder the amount of the Make-Whole Payment paid by Noteholder to NexTier (the “Make-Whole Reimbursement Amount”). The Make-Whole Reimbursement Amount shall be paid (i) in cash (x) to the extent the Company has available cash as determined by an Independent Committee and (y) subject to satisfaction of the “Payment Conditions” (as defined in the Credit Facility) or (ii) to the extent the Company is unable to pay the full Make-Whole Reimbursement Amount in cash pursuant to clause (i), in New Super Priority Notes with an aggregate principal amount (rounded to the nearest $1,000) equal to the portion of the Make-Whole Reimbursement Amount that is not paid in cash pursuant to clause (i).

(b) Section 7(g)(ii) of the Exchange Agreement is hereby deleted in its entirety and replaced with “Intentionally omitted.”

3. Standstill. Notwithstanding anything to the contrary in the NexTier PSA or the Exchange Agreement, the Parties agree as follows:

(a) the Noteholder shall not exercise its right and option pursuant to Section 7.1(d)(ii) of the NexTier PSA to cause Seller (as defined in the NexTier PSA) to sell the Senior Notes (as defined in the NexTier PSA) until the earliest of (i) the consummation of the Exchange Offer or (ii) the expiration of the Exchange Offer in accordance with its terms (the earlier of clauses (i) and (ii), the “Standstill Date”); and

(b) in no event shall the Company be obligated to pay to the Noteholder the Make-Whole Reimbursement Amount at any time prior to the Standstill Date.

4. Termination. If the Exchange Offer expires in accordance with its terms and no Settlement Date (as defined in the Offering Memorandum) occurs, this Amendment shall be void ab initio.

5. Ratification. Except as specifically provided for in this Amendment, no changes, amendments, waivers or other modifications have been or are being made to the terms of the Exchange Agreement, which such terms are hereby ratified and confirmed and remain in full force and effect.

6. Effect of Amendment. Whenever the Exchange Agreement is referred to in the Exchange Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the Exchange Agreement as amended by this Amendment.

7. Miscellaneous. Sections 7(a) through 7(f) and 7(h) through 7(j) of the Exchange Agreement are hereby incorporated (mutatis mutandis) by reference in their entirety to this Amendment.

[Remainder of page intentionally left blank; Signature pages follow.]

Accepted and agreed to as of the date first above written:


BASIC ENERGY SERVICES, INC.

By:		/s/ Keith L. Schilling
Name: Keith L. Schilling
Title: President and Chief Executive Officer


NOTEHOLDER:

ASCRIBE III INVESTMENTS LLC

By:		/s/ Lawrence First
Name: Lawrence First
Title: Chief Investment Officer

Exhibit 99.1

Basic Energy Services Commences Private Exchange Offer and Consent Solicitation

FORT WORTH, Texas—November 5, 2020—Basic Energy Services, Inc. (OTCQX: BASX) (“Basic” or the “Company”) today announced that it is commencing a private exchange offer (the “Exchange Offer”) with respect to its 10.75% Senior Secured Notes due 2023 (the “Existing Notes”) and related rights offering (the “Rights Offering”) and consent solicitation (the “Consent Solicitation”).

Pursuant to the Exchange Offer, Basic is offering to issue, in a private offering to eligible noteholders, new 11.00% Senior Secured Notes due 2025 (the “New Notes”) in exchange for the Existing Notes. The aggregate maximum principal amount of New Notes to be issued in the Exchange Offer is limited to $80.0 million (the “New Notes Cap”). The New Notes will at issuance be fully and unconditionally guaranteed on a joint and several basis by each of Basic’s domestic subsidiaries, other than certain subsidiaries that engage in no activities other than in connection with the financing of accounts receivable, and will be secured by liens, junior only to the liens securing the New Super Priority Notes and certain other obligations, on substantially all of the property and assets of the Company and the subsidiary guarantors other than the assets that secure the obligations of the Company and the guarantors under the Company’s ABL credit agreement.

Pursuant to the Rights Offering, Basic is offering, in a private offering to eligible noteholders who validly tender their Existing Notes on or prior to the Early Deadline (as defined herein), the right to subscribe (each, a “Subscription Right”) to purchase its pro rata portion of 9.75% Super Priority Lien Senior Secured Notes due 2025 in an aggregate principal amount of $20.0 million (the “New Super Priority Notes”) to be issued by Basic. The New Super Priority Notes will at issuance be fully and unconditionally guaranteed on a joint and several basis by each of Basic’s domestic subsidiaries, that guarantees the New Notes, and will be secured by first priority liens subject to limited exceptions on all of the property and assets of the Company and the subsidiary guarantors that secure the New Notes. Ascribe Investments III LLC (“Ascribe”) has provided a commitment to purchase $15.0 million aggregate principal amount of the New Super Priority Notes not otherwise validly subscribed and paid for pursuant to the Rights Offering. As consideration for its commitment, Ascribe shall be entitled to receive a commitment cash premium of 1.25% of the aggregate principal amount of the New Super Priority Notes issued to it. Each eligible holder that participates in the Rights Offering will also receive a commitment cash premium of 1.25% of the aggregate principal amount of the New Super Priority Notes issued to such holder. Neither Ascribe nor any participating holders will be entitled to the commitment cash premium if the Exchange Offer is not completed.

The following table set forth certain terms of the Exchange Offer:


				Principal Amount of New Notes⁽¹⁾
CUSIP Number and ISIN of Existing Notes	Title of Existing Notes	Principal Amount of Existing Notes Outstanding		Early Exchange Consideration if Tendered prior to the Early Deadline	Exchange Consideration if Tendered after the Early Deadline
CUSIP: 06985PAN0 / U06858AG6 ISIN: US06985PAN06 / USU06858AG62)	10.75% Senior Secured Notes due 2023	$	300,000,000	$400 principal amount of New Notes.	$350 principal amount of New Notes.

(1)	For each $1,000 principal amount of Existing Notes, as applicable.

The Exchange Offer, Rights Offering and Consent Solicitation are being made upon the terms and conditions set forth in the Confidential Offering Memorandum dated November 5, 2020 (the “Offering Memorandum”), copies of which will be made available to holders of the Existing Notes eligible to participate in the Exchange Offer. The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on December 4, 2020, unless such date is extended or earlier terminated (such date and time, as they may be extended, the “Expiration Time”). Eligible holders that validly tender their Existing Notes and do not validly withdraw such Existing Notes at or prior to 5:00 p.m., New York City time, on November 19, 2020 (such date and time, as it may be extended, the “Early Deadline”) will receive the Early Exchange Consideration for the applicable Existing Notes accepted in the Exchange Offer. “Early Exchange Consideration” means, for each $1,000 principal amount of Existing Notes validly tendered by the eligible holder and accepted by Basic, the consideration set forth in the table above under the heading “Early Exchange Consideration if Tendered prior to the Early Deadline.” Eligible holders who validly tender Existing Notes after the Early Deadline, but prior to the Expiration Time, will receive the consideration set forth in the table above under the column heading “Exchange Consideration if Tendered after the Early Deadline” (the “Exchange Consideration”). In each case, the consideration received will be subject to the New Notes Cap and, if applicable, proration. If the aggregate principal amount of the New Notes required to exchange all Existing Notes validly tendered and not validly withdrawn at or prior to the Early Deadline exceeds the New Notes Cap, then holders who validly tender their Existing Notes after the Early Deadline will not have their Existing Notes accepted in the Exchange Offer.

In addition to the Early Exchange Consideration or the Exchange Consideration, as applicable, Basic will pay in the form of New Notes (rounded down to the nearest $1,000) accrued and unpaid interest on the Existing Notes accepted for exchange in the Exchange Offer from the last interest payment date to, but not including, the applicable Settlement Date (as defined herein) (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date).

Tendered Existing Notes may not be withdrawn and consents may not be revoked after 5:00 p.m., New York City time, on November 19, 2020, except as required by applicable law; provided that consents cannot be withdrawn after the Consent Effective Date (i.e., promptly upon the receipt of Requisite Consents) and consents may be revoked only by validly withdrawing the associated tendered Existing Notes. Basic reserves the right to terminate, withdraw, amend or extend the Exchange Offer, Rights Offering and Consent Solicitation at any time and for any reason, subject to the terms and conditions set forth in the Offering Memorandum.

Upon the terms and subject to the conditions of the Exchange Offer, the settlement date for the Exchange Offer will occur promptly after the Expiration Time (the “Final Settlement Date”) and is expected to occur on December 9, 2020. Basic may elect, in its sole discretion, to settle the Exchange Offer and issue the New Notes with respect to such Existing Notes validly tendered at or prior to the Early Deadline (and not validly withdrawn) at any time after the Early Deadline and at or prior to the Expiration Time (the “Early Settlement Date” and, together with the Final Settlement Date, the “Settlement Dates”). Such Early Settlement Date will be determined at Basic’s option and, if Basic elects to have an Early Settlement Date, Basic expects that it would occur on or after November 30, 2020, subject to the satisfaction or waiver by Basic of all the conditions to the Exchange Offer.

Basic’s obligation to accept and exchange the Existing Notes validly tendered pursuant to the Exchange Offer is subject to customary conditions, as set forth in the Offering Memorandum, including a minimum tender condition of 66-2/3% in aggregate principal amount of the Existing Notes.

Concurrently with the Exchange Offer, Basic is soliciting the consents of eligible holders of the Existing Notes to amend the indenture governing the Existing Notes and the related security documents to (1) eliminate substantially all of the covenants, restrictive provisions and events of default and to release the existing subsidiary guarantees of the Existing Notes, (2) modify the description of the secured obligations under the security documents to reflect the refinancing of the Existing Notes with the New Notes and (3) cause the Existing Notes remaining outstanding after the Settlement Date to be unsecured, without the benefit of any liens on the collateral (the “Proposed Amendments”). The consents of eligible holders representing at least 66-2/3% of the aggregate principal amount of the Existing Notes outstanding will be required (the “Requisite Consents”) in order to adopt the Proposed Amendments to the indenture and security documents.

Each eligible holder who validly tenders Existing Notes will be deemed to have delivered consents with respect to the aggregate principal amount of such tendered Existing Notes, to the Proposed Amendments. Eligible holders may not deliver consents without tendering their Existing Notes and may not tender their Existing Notes without delivering consents.

This press release is issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). This press release is neither an offer to sell nor the solicitation of an offer to buy the New Notes, the New Super Priority Notes, the Subscription Rights or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. The New Notes, the New Super Priority Notes and the Subscription Rights have not been, and will not be, registered under the Securities Act or any state securities laws, or the securities laws of any other jurisdiction and may not be offered or sold in the United Stated absent registration or an applicable exemption from registration requirements. The Exchange Offer and Rights Offering, and the offering of the New Notes, the New Super Priority Notes and the Subscription Rights, are being made only (1) to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act, in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act.

The Exchange Offer, Rights Offering and Consent Solicitation are being made only pursuant to the Offering Memorandum. The Offering Memorandum and other documents relating to the Exchange Offer, Rights Offering and Consent Solicitation will be distributed only to eligible holders. The Exchange Offer is not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The New Notes, the New Super Priority Notes and the Subscription Rights have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Memorandum. None of Basic, the dealer manager, the solicitation agent, the exchange agent, the information agent or any trustee (or its agents) of the Existing Notes, the New Notes or the New Super Priority Notes makes any recommendation as to whether holders of Existing Notes should participate in the Exchange Offer or the Rights Offering or consent to the Proposed Amendments.

Holders who desire a copy of the eligibility letter should contact D.F. King & Co., Inc., the information agent for the Exchange Offer and Consent Solicitation, at (800) 431-9646 (U.S. Toll-free) or email at basicenergy@dfking.com. Banks and brokers should call (212) 269-5550. The eligibility letter may also be found here: www.dfking.com/basicenergy. D.F. King & Co., Inc. will provide copies of the Offering Memorandum to eligible holders.

There are no registration rights associated with the New Notes or the New Super Priority Notes, and Basic has no intention to offer to exchange the New Notes or New Super Priority Notes for notes registered under the Securities Act or to file a registration statement with respect to the New Notes or the New Super Priority Notes.

The New Notes and the New Super Priority Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in 2017/1129/EC (as amended or superseded, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes and the New Super Priority Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the New Notes or the New Super Priority Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPS Regulation. This press release, the Offering Memorandum and any other documents or materials relating to the Exchange Offer, Rights Offering and Consent Solicitation have been prepared on the basis that any offer of the New Notes or the New Super Priority Notes in any member state of the EEA or in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The Offering Memorandum is not a prospectus for the purposes of the Prospectus Regulation.

This press release, the Offering Memorandum and any other documents or materials relating to the Exchange Offer, Rights Offering and Consent Solicitation may only be communicated to persons in the United Kingdom in circumstances where Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) does not apply. Accordingly, this press release and the Offering Memorandum are only for circulation to (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the “Order”), (iii) high net worth entities, and other persons to whom the communication may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the communication may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to for purposes of this paragraph as “relevant persons”). The New Notes and the New Super Priority Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes and New Super Priority Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Offering Memorandum or any of its contents and may not participate in the Exchange Offer.

Safe Harbor Statement

This release includes “forward-looking statements” within the meaning of the federal and securities laws. Forward-looking statements are not statements of historical fact and reflect Basic’s current views about future events. The words “believe,” “estimate,” “expect,” “anticipate,” “project,” “intend,” “seek,” “could,” “should,” “may,” “potential” and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Although Basic believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions and estimates, certain risks and uncertainties could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release. These risks and uncertainties include, without limitation, our ability to successfully execute, manage and integrate acquisitions, including the recent acquisition of C&J Well Services, Inc., reductions in our customers’ capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital, volatility in commodity prices for crude oil, including the recent significant decline in oil prices, and natural gas, local and global impacts of the COVID-19 virus, and the negative impacts of the delisting of the Company’s common stock from the NYSE. Additional important risk factors that could cause actual results to differ materially from expectations are disclosed in Item 1A of the Company’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While Basic makes these statements and projections in good faith, neither Basic nor its management can guarantee that the transactions will be consummated or that anticipated future results will be achieved. Any forward-looking statement speaks only as of the date on which such statement is made and Basic assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by Basic, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Trey Stolz

Director of Financial Planning & Analysis

Basic Energy Services, Inc.

817-334-4100

Exhibit 99.2

Our Company

We provide wellsite services in the United States to oil and natural gas production companies, with a focus on well servicing, water logistics, and completion and remedial services which are trusted, safe, and reliable. These services are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well. Our broad range of services enables us to meet multiple needs of our customers at the wellsite. We were organized in 1992 as Sierra Well Service, Inc., a Delaware corporation, and in 2000 we changed our name to Basic Energy Services, Inc.

Our operations are managed regionally and are concentrated in major United States onshore oil and natural gas producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Kansas, Louisiana, Wyoming, North Dakota, and Colorado. Our operations are focused on liquids-rich basins that have historically exhibited strong drilling and production economics in recent years as well as natural gas-focused shale plays characterized by prolific reserves. Specifically, we have a significant presence in the Permian Basin and the Bakken, Eagle Ford, Haynesville, and Denver-Julesburg, as well as a recently-increased presence in California following the acquisition of C&J Well Services, Inc. on March 9, 2020. We provide our services to a diverse group of over 2,000 oil and gas companies.

Our current operating segments are Well Servicing, Water Logistics, and Completion & Remedial Services. These segments were selected based on management’s resource allocation and performance assessment in making decisions regarding the Company. Prior to December 2019, the Company operated an Other Services segment, which was comprised of contract drilling services and manufacturing and rig servicing. Contract drilling was discontinued as a service in the third quarter of 2019, and manufacturing and rig servicing was realigned with Well Servicing. Our Pumping Services Division, which was included in the Completion & Remedial Services segment was discontinued in the fourth quarter of 2019, and related assets and liabilities were divested or transferred to Assets or Liabilities Held for Sale on the Company’s Consolidated Balance Sheet. The results of both the Pumping Services Division and contract drilling services are included in Discontinued Operations in the Company’s Statement of Operations. The following is a description of our business segments included in continuing operations:

Well Servicing - Our Well Servicing segment (50% of our continuing revenues in 2020 as of September 30, 2020) operates our fleet of 539 active well servicing rigs and related equipment. Together with C&J Well Services rigs, we operate 539 active rigs including 396 high spec rigs. This business segment encompasses a full range of services performed with a mobile well servicing rig, including the installation and removal of downhole equipment and the completion of the well bore to initiate production of oil and natural gas. These services are performed to establish, maintain and improve production throughout the productive life of an oil and natural gas well and to plug and abandon a well at the end of its productive life. Our well servicing equipment and capabilities also facilitate most other services performed on a well.

Water Logistics - Our Water Logistics segment (35% of our continuing revenues in 2020 as of September 30, 2020) utilizes our fleet of 1,336 fluid service trucks and related assets, including specialized tank trucks, storage tanks, pipelines, water wells, disposal facilities and other related equipment. These assets provide, transport, store and dispose of a variety of fluids, as well as provide maintenance services. These services are required in most workover and completion and remedial projects and are routinely used in daily producing well operations.

Completion & Remedial Services - Our Completion & Remedial Services segment (15% of our continuing revenues in 2020 as of September 30, 2020) operates an array of specialized rental equipment and fishing tools, coiled tubing units, snubbing units, thru-tubing, and air compressor packages specially configured for underbalanced drilling operations.

CAPITALIZATION

The following table sets forth our unaudited cash and cash equivalents and total debt of the Company as of September 30, 2020:

on an actual basis; and

on an as adjusted basis to give effect to the Exchange Offer (assuming New Notes are issued at the New Notes Cap) and the Rights Offering (assuming the Rights Offering is fully subscribed and paid for).

The as adjusted columns of the following table are for illustrative purposes only and do not reflect (i) the payment of accrued and unpaid interest on the tendered Existing Notes through the Early Settlement Date, (ii) any unamortized premium on the New Notes or the New Super Priority Notes or (iii) fees and expenses related to the Exchange Offer, Rights Offering and Consent Solicitation.

The information in this table should be read in conjunction with “Use of Proceeds,” the historical financial statements of the Company and the respective accompanying notes thereto in the Annual Report and the Quarterly Reports incorporated by reference into this Offering Memorandum.


	Actual			As Adjusted
	(in thousands)
Cash and Cash Equivalents⁽¹⁾	$	6,806		$	19,306

Debt:
10.75% Senior Notes due 2023		300,000			100,000
New Super Priority Notes offered hereby		—			20,000
New Notes offered hereby		—			80,000
ABL Credit Agreement		—			—
Second Lien Promissory Note⁽²⁾		—			—
Bridge Note⁽³⁾		15,000			15,000
Finance leases and other notes		20,071			20,071
Unamortized discounts and deferred financing costs		(23,412	)		(12,135	)
Total debt	$	311,659		$	222,936

(1)	As of September 30, 2020, we had an unrestricted cash and equivalents balance of $6.8 million.

(2)	$7.5 million of the Second Lien Promissory Note was drawn on October 15, 2020. We intend to use the net proceeds from the offering of the New Super Priority Notes to repay the Second Lien Promissory Note.

(3)	Senior Secured Promissory Note due 2023, dated as of March 9, 2020, executed by the Borrower and payable to Ascribe, and guaranteed by the guarantors to the ABL Credit Agreement, in the principal amount of $15.0 million.