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SEC Filings

S-3/A
BASIC ENERGY SERVICES INC filed this Form S-3/A on 07/31/2017
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    engage in short sales of the shares of common stock in the course of hedging their positions;

 

    sell the shares of common stock short and deliver the shares of common stock to close out short positions;

 

    loan or pledge the shares of common stock to broker-dealers or other financial institutions that in turn may sell the shares of common stock;

 

    enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the broker-dealer or other financial institution of the shares of common stock, which the broker-dealer or other financial institution may resell under the prospectus; or

 

    enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.

There can be no assurance that any selling stockholder will sell any or all of its shares of common stock pursuant to this prospectus. Further, we cannot assure you that any such selling stockholder will not transfer, devise or gift the shares of common stock owned by it by other means not described in this prospectus. In addition, any common stock covered by this prospectus that qualify for sale under Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. The shares of common stock covered by this prospectus may also be sold to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act rather than pursuant to this prospectus. The shares of common stock may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The selling stockholders and any other person participating in the sale of the shares of common stock will be subject to the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other such person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the particular common stock being distributed. This may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the common stock.

We will incur all of the costs associated with the registration of the shares of common stock offered by this prospectus. We will also reimburse or pay, as the case may be, the reasonable fees and out-of-pocket expenses of one counsel retained by the holders of a majority of the registered shares of common stock offered by this prospectus. The selling stockholders will pay all underwriting fees, discounts, selling commissions and stock transfer taxes The selling stockholders will pay all underwriting fees, discounts, selling commissions and stock transfer taxes; provided that the Company will pay 50% of the underwriting fees, discounts and selling commissions of the first two underwritten offerings of the shares registered under this prospectus by each selling stockholder that beneficially owns at least 10% of our outstanding shares. Pursuant to the Registration Rights Agreement, we will indemnify the selling stockholders against certain liabilities, including some liabilities under the Securities Act. Pursuant to the Registration Rights Agreement, we may be indemnified by the selling stockholders against certain liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus.

 

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