Item 1.01 Entry into a Material Definitive Agreement.
Term Loan Facility Forbearance Agreement
As previously disclosed on May 3, 2021, Basic Energy Services, Inc. (the
"Company") entered into that certain Super Priority Credit Agreement (the "Super
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 "Term Loan Facility").
On May 14, 2021, the Company and certain of the Company's subsidiaries entered
into that certain Forbearance Agreement (the "Term Loan Forbearance Agreement")
with the requisite number of Term Loan Lenders and Cantor. Pursuant to the Term
Loan Forbearance Agreement, subject to certain terms and conditions set forth
therein, the Term Loan Lenders agreed to (among other things) forbear from
exercising remedies in respect of an event of default occurring thereunder as a
result of the failure to pay interest on the Company's 10.75% Senior Secured
Notes due 2023 (the "Senior Secured Notes" and such default under the Senior
Secured Notes, the "Interest Payment Default") following the expiration of 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 corresponding adjustments
to certain interim milestones therein have been made.
The foregoing description of the Term Loan Forbearance Agreement does not
purport to be complete and is subject to and qualified in its entirety by
reference to the complete text of the Term Loan Forbearance 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 May 3, 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
Interest Payment Default and certain additional events of default described
therein. The Forbearance Agreement was scheduled to terminate on May 15, 2021
(the "Original Termination Date"), unless extended or certain specified
circumstances cause an earlier termination.
On May 14, 2021, the Company and certain of the Company's subsidiaries entered
into that certain Limited Consent and Second Amendment to Forbearance 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
23, 2021 and (ii) adjust certain interim milestones therein (subject to certain
early termination 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 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 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").
Pursuant to the Consent Letter, subject to certain terms and conditions set
forth therein, 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 (the
"Ascribe Forbearance Period") and (ii) consent to incurrence of the Term Loan
Facility and the first priority liens on the collateral described therein.
On May 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.
The above description of the terms of the Ascribe Amendment does not purport to
be complete and is qualified in its entirety by the full text of the Ascribe
Amendment, a copy of which is being filed as Exhibit 10.3 hereto and is
incorporated herein by reference.
Notes 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 Term Loan Forbearance
Agreement, the Forbearance Amendment, the Ascribe Amendment and the Notes
Forbearance Agreement is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit
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).
10.2* 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).
10.3* 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).
10.4* 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).
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