Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 6, 2019, Basic Energy Services, Inc., a Delaware corporation (“Basic” or the “Company”), was notified by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with the NYSE’s continued listing requirements, as the average closing price of the Company’s shares of common stock, par value $0.01 per share (the “Common Stock”) had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE under Rule 802.01C of the NYSE Listed Company Manual. Under the NYSE’s rules, the Company has six months following receipt of the notification to regain compliance with the minimum share price requirement.
As required by the NYSE, the Company will notify the NYSE within ten business days of its intent to cure the deficiency and return to compliance with the NYSE continued listing requirements. Basic can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period, its Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If the Company does not notify the NYSE that it intends to cure the deficiency as described above, then the NYSE could commence delisting procedures. Under NYSE rules, the Common Stock will continue to be listed on the NYSE during this six-month period, subject to the Company’s compliance with other continued listing requirements. The Common Stock symbol “BAS” will be assigned a “.BC” indicator by the NYSE to signify that the Company currently is not in compliance with the NYSE’s continued listing requirements. If Basic fails to regain compliance with Section 802.01C during the cure period, the Common Stock will be subject to the NYSE’s suspension and delisting procedures.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2019, Anthony J. DiNello, Senior Investment Analyst of Silver Point Capital, L.P. (“Silver Point”), resigned from the board of directors (the “Board”) of the Company, effective November 8, 2019. Mr. DiNello’s resignation from the Board was not a result of a disagreement with the Company or on any matter relating to the Company’s operations, policies or practices. Mr. DiNello was not a member of any of the Company’s committees.
Silver Point, through funds managed by it, became a beneficial owner of more than 10% of the Company’s Common Stock upon the Company’s emergence from bankruptcy in December 2016. According to Schedule 13D filings by Silver Point, its ownership interest in the Company decreased from 12.7% on October 4, 2019, to 6.5% on October 24, 2019.
The Board will commence a search for a director to fill the vacancy resulting from Mr. DiNello’s resignation.