Print Page  Close Window

SEC Filings

3
PLATINUM EQUITY LLC filed this Form 3 on 04/06/2017
Entire Document
 
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Soter Capital, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2016
3. Issuer Name and Ticker or Trading Symbol
KEY ENERGY SERVICES INC [ KEG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 9,800,630(1)(2)(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Soter Capital, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Soter Capital Holdings, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PE Soter Holdings, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum Equity Capital Soter Partners, L.P.

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum Equity Partners III, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum Equity Investment Holdings III, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PLATINUM EQUITY LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gores Tom

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
Explanation of Responses:
1. These shares were issued to Soter Capital, LLC ("Soter") in connection with the issuer's emergence from bankruptcy on December 15, 2016 and Soter's participation in the related rights offering.
2. Soter Capital Holdings, LLC ("SCH") is the sole member of Soter and may be deemed to beneficially own the common stock beneficially owned by Soter. PE Soter Holdings, LLC ("PESH") holds a majority membership interest in SCH and may be deemed to beneficially own the common stock beneficially owned by SCH. Platinum Equity Capital Soter Partners, L.P. ("PECSP") holds a majority membership interest in PESH and may be deemed to beneficially own the common stock beneficially owned by PESH. Platinum Equity Partners III, LLC ("PEP III") is the general partner of PECSP and may be deemed to beneficially own the common stock beneficially owned by PECSP.
3. (Continued from Footnote 2) Platinum Equity Investment Holdings III, LLC ("PEIH III") is the senior managing member of PEP III and may be deemed to beneficially own the common stock beneficially owned by PEP III. Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH III and may be deemed to beneficially own the common stock beneficially owned by PEIH III. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the common stock beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all the shares of common stock held by each of the entities listed above with respect to which he does not have a pecuniary interest.
Remarks:
1. Exhibit 24 - Power of Attorney 2. Exhibit 99.1 - Signatures
See Exhibit 99.1 - Signatures 04/06/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Mary Ann Sigler as the undersigned's true and lawful
attorney-in-fact, with full power of substitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to:

         (1) prepare and execute for and on behalf of the undersigned Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder, including any joint filing agreement thereunder, and
do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, or
complete and execute any amendment or amendments thereto;

         (2) prepare and execute for and on behalf of the undersigned reports of
ownership on Schedule 13D or 13G under the Securities Exchange Act of 1934 and
the rules thereunder, including any joint filing agreement thereunder, and do
and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such reports or schedules,
and complete and execute any amendment or amendments thereto; and

         (3) timely file such forms with the U.S. Securities
 and Exchange
Commission and any stock exchange or similar authority, and to take any other
action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 28th day of October, 2010.

                                         Tom Gores

                                         /s/ Tom Gores
                                         ----------------
SIGNATURES OF REPORTING PERSONS:

SOTER CAPITAL, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  President and Treasurer

SOTER CAPITAL HOLDINGS, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  President and Treasurer

PE SOTER HOLDERS, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  President and Treasurer

PLATINUM EQUITY CAPITAL SOTER PARTNERS, L.P.
By:  Platinum Equity Partners III, LLC, its general partner
By:  Platinum Equity Investment Holdings III, LLC, its senior
managing member

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY PARTNERS III, LLC
By:  Platinum Equity Investment Holdings III, LLC, its senior
managing member

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY INVESTMENT HOLDINGS III, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY, LLC

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Executive Vice President, Chief Financial Officer and
        Treasurer

Tom Gores

By:     /s/ Mary Ann Sigler
        -----------------------------------------------------
Name:   Mary Ann Sigler
Title:  Attorney-in-Fact for Tom Gores