Filed Pursuant to Rule 433
Registration No. 333-239684
Forum Energy Technologies, Inc. Announces
Preliminary Results
of
Pending Exchange Offer
HOUSTON, July 20, 2020Forum Energy Technologies, Inc. (Forum or the Company) (NYSE: FET)
today announced that as of the preliminary tender deadline, which was 5:00 p.m. ET on July 17, 2020, participation in its pending exchange offer for the 6.25% senior notes due 2021 fell short of the amount required to consummate the
transaction.
The minimum participation condition to the closing of the exchange offer is 95% of the approximately $328 million principal amount of
the existing notes. However, as of the preliminary tender deadline, tenders from only 86.4% of the existing notes had been received. The minimum participation condition must be satisfied or waived prior to consummation of the exchange offer.
As the Company has previously indicated, in light of its current financial condition and the current market and industry conditions, if it is unable to obtain
the minimum participation, it will review any and all of its remaining alternatives, including bankruptcy. Investors should be aware that, in the event of a bankruptcy, there can be no assurance that they will be able to recover their investment in
the existing notes.
Accordingly, the Company has extended the previous tender deadlines to allow investors who have not already submitted their tenders
to do so. In order to participate in the offer, investors should promptly contact their bank, broker or other custodian. For tender instructions, investors may also contact D.F. King & Co., Inc., the information agent for the
exchange offer, at (866) 864-7961 (toll-free) or (212) 269-5550 (for banks and brokers), by email to forum@dfking.com or by accessing the website
www.dfking.com/forum.
The new deadlines for participation have been extended so that investors now have until 11:59 p.m. ET on July 31, 2020
to participate in the exchange offer and receive $1,000 principal amount of new 9.00% convertible secured notes due 2025 for each $1,000 principal amount of existing notes tendered. At such time, the exchange offer will expire, unless further
extended. If the offer is consummated, participating investors will also receive a pro rata share of an aggregate cash fee of $3,500,000 and accrued and unpaid interest on their existing notes in cash.
The Company will also pay a retail brokers fee of $2.50 in cash per $1,000 principal amount of tendered notes, subject to a cap of $1,000 in cash per
investor and subject to completion of the required documentation.
Investors who have previously tendered their existing notes need not take any further
action in response to this announcement. The new notes will pay interest at the rate of 9.00% (as compared to the rate of 6.25% on the existing notes). Of such interest, 6.25% will be payable in cash and 2.75% will be payable in cash or additional
notes, at the Companys option. The new notes will mature five years from issuance (as compared to the maturity of October 1, 2021 on the existing notes). The new notes will be secured by a first lien on substantially all of the
Companys assets, except for revolving credit facility collateral, which will secure the new notes on a second lien basis. The new notes will also be convertible into common stock upon specified terms.