Statement of Changes in Beneficial Ownership (4)
April 20 2020 - 5:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Solace Capital Partners, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Forbes Energy Services Ltd.
[
FLSS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
11111 SANTA MONICA BLVD, SUITE 1275, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/16/2020 |
(Street)
LOS ANGELES, CA 90025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/16/2020 | | J(1) | | 709253 (1) | A | (1) | 1656521 | I (6) | See footnote (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
5.00% Subordinated convertible PIK notes due 2020 (4) | (2)(3) | 4/16/2020 | | J (1) | | | $93418 | (2)(3) | (2)(3) | Common Stock | 709253 | $0 (1) | $21020255 (5) | I (6) | See footnote (6) |
Explanation of Responses: |
(1) | Represents shares of common stock, par value $0.01, of Forbes Energy Services Ltd. (the "Issuer") acquired on April 16, 2020 upon an exchange of $93,418 aggregate principal amount of the Issuer's 5.00% subordinated convertible PIK notes due 2020 (the "Notes") pursuant to the Exchange and Contribution Agreement, dated as of December 18, 2019, by and among the Issuer, Arita Energy, Inc. f/k/a Spieth Newco, Inc., Ascribe Capital LLC and Solace Capital Partners, L.P (the "ECA"), entered into in connection with the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy Services, Arita Energy, Inc., Spieth Merger Sub, Inc. and Fowler Merger Sub, Inc. (the "Merger Agreement" and the mergers contemplated thereby, the "Merger"). |
(2) | Pursuant to the terms of the ECA, immediately prior to the consummation of the Merger, and subject to the terms and conditions of the ECA and the satisfaction or waiver of the conditions set forth in Section 8.01 of the Merger Agreement, Solace Capital Partners, L.P. ("Solace Capital") will contribute all outstanding Notes then held by it and its affiliates in exchange for shares of Arita Class A Common Stock at a price of $30.53. |
(3) | [Continuation of prior footnote] Pursuant to the Indenture, dated as of March 4, 2019, by and between the Issuer and Wilmington Trust, National Association, as Trustee, upon the earliest to occur of: (i) a Marketed Public Offering (as such term is defined in the Issuer's prospectus dated February 13, 2019), (ii) a Change of Control (as such term is defined in the Issuer's prospectus dated February 13, 2019) and (iii) June 30, 2020 (or such earlier date as the Issuer elects to redeem the Notes), the Notes mandatorily convert at a conversion rate per $100 principal amount of Notes into a number of shares of the Issuer's Common Stock calculated based on the Fair Market Value (as such term is defined in the Issuer's prospectus dated February 13, 2019) of a share of the Issuer's Common Stock at such time, in each case less a 15% discount per share (each a "Mandatory Conversion"). |
(4) | Interest on the Notes is payable on each June 30 and December 31. Interest on the Notes is payable solely by issuing additional Notes in an amount equal to the applicable amount of interest for the interest period (rounded up to the nearest whole dollar). This amount represents the value of the Notes, inclusive of interest payments through December 31, 2019. |
(5) | The amount of shares of Common Stock that the Reporting Persons may receive either pursuant to the ECA or upon a Mandatory Conversion is unknown at the time of filing as the amount of accrued interest on the Notes is not known. |
(6) | Solace Capital is the investment manager of, and Solace General Partner, LLC ("Solace GP") is the general partner of, Solace Capital Special Situations Fund, L.P. which is the 100% owner of Solace Forbes Holdings, LLC, which directly holds the Common Stock reported herein. Each of Solace Capital and Solace GP disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of its pecuniary interest, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Remarks: Brett G. Wyard is a managing partner of the general partner of Solace Capital and also serves on the board of directors of the Issuer as a representative of the reporting persons. As a result, each reporting person may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Solace Capital Partners, L.P. 11111 SANTA MONICA BLVD, SUITE 1275 LOS ANGELES, CA 90025 |
| X |
| See Remarks |
Solace General Partner, LLC 11111 SANTA MONICA BLVD, SUITE 1275 LOS ANGELES, CA 90025 |
| X |
| See Remarks |
Solace Capital Special Situations Fund, L.P. 11111 SANTA MONICA BOULEVARD SUITE 1275 LOS ANGELES, CA 90025 |
| X |
| See Remarks |
Solace Forbes Holdings, LLC 11111 SANTA MONICA BLVD, SUITE 1275 LOS ANGELES, CA 90025 |
| X |
| See Remarks |
Signatures
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Solace Capital Partners, L.P., By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer | | 4/20/2020 |
**Signature of Reporting Person | Date |
Solace General Partner LLC, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer | | 4/20/2020 |
**Signature of Reporting Person | Date |
Solace Capital Special Situations Fund, L.P., By: Solace Capital Partners, L.P., its investment manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer | | 4/20/2020 |
**Signature of Reporting Person | Date |
Solace Forbes Holdings, LLC, By: Solace Capital Partners, L.P., its Manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer | | 4/20/2020 |
**Signature of Reporting Person | Date |
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