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): April 26, 2007
Basic Energy Services, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation )
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1-32693
(Commission
File Number)
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54-2091194
(IRS Employer
Identification No.) |
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400 W. Illinois, Suite 800
Midland, Texas
(Address of principal executive offices)
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79701
(Zip Code) |
Registrant’s telephone number, including area code: (432) 620-5500
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 (see
General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On April 26, 2007, Basic Energy Services, Inc. (“Basic”) entered into a Second Supplemental
Indenture (the “Second Supplemental Indenture”), effective as of March 7, 2007, to that certain
Indenture, dated as of April 12, 2006 (as amended and supplemented, the “Indenture”), among Basic,
as Issuer, the Subsidiary Guarantors from time to time party thereto (the “Existing Guarantors”)
and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”). The Second Supplemental
Indenture was entered into among Basic, as Issuer, the Existing Guarantors, as Subsidiary
Guarantors, JS Acquisition LLC, a Delaware limited liability company (“JS Acquisition”), Acid
Services, LLC, a Kansas limited liability company (“Acid Services”), JetStar Energy Services, Inc.,
a Texas corporation (“JetStar Energy”), and JetStar Holdings, Inc., a Delaware corporation
(“JetStar Holdings,” and together with JS Acquisition, Acid Services and JetStar Energy, the “New
Guarantors”), as Subsidiary Guarantors, and the Trustee. The Second Supplemental Indenture added
the New Guarantors as Subsidiary Guarantors under the Indenture. Each of the Subsidiary Guarantors
is an indirect wholly owned subsidiary of Basic. The Second Supplemental Indenture is attached as
an exhibit hereto and incorporated herein by reference.
On April 26, 2007, Basic entered into a Third Supplemental Indenture (the “Third Supplemental
Indenture”) to the Indenture. The Third Supplemental Indenture was entered into among Basic, as
Issuer, the Existing Guarantors, as Subsidiary Guarantors, Sledge Drilling Corp., a Texas
corporation (“Sledge”), as a Subsidiary Guarantor, and the Trustee. The Third Supplemental
Indenture added Sledge as a Subsidiary Guarantor under the Indenture. Sledge is an indirect wholly
owned subsidiary of Basic. The Third Supplemental Indenture is attached as an exhibit hereto and
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 is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
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| (d) Exhibits. |
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4.1
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Second Supplemental Indenture dated as of April 26,
2007 and effective as of March 7, 2007 to Indenture dated as of April 12,
2006 among Basic Energy Services, Inc., as Issuer, the Subsidiary
Guarantors named therein and The Bank of New York Trust Company, N.A., as
Trustee. |
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4.2
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Third Supplemental Indenture dated as of April 26,
2007 to Indenture dated as of April 12, 2006 among Basic Energy Services,
Inc., as Issuer, the Subsidiary Guarantors named therein and The Bank of
New York Trust Company, N.A., as Trustee. |