Forbes Energy Services Ltd. |
(Name of Issuer) |
Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
345143200 |
(CUSIP Number) |
Eric L. Schondorf Ascribe Capital LLC 299 Park Avenue, 34th Floor New York, NY 10171 (212) 476-8000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
With a copy to: Brian E. Hamilton, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 |
December 18, 2019 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 345143200 | 13D | Page 1 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe Capital LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
1,160,8311 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
1,160,8311 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,160,8311 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
21.6%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA, OO | |||||
1 | Represents 1,160,831 shares of common stock, $0.01 par value (“Common Stock”), of Forbes Energy Services Ltd., a Delaware corporation (the “Issuer”), owned by Ascribe III Investments LLC (“Fund III”). Ascribe Opportunities Fund III, L.P (“Opportunities III”) and Ascribe Opportunities Fund III(B), L.P (“Opportunities III(B)”) are the sole owners of Fund III. Ascribe Capital LLC (“Ascribe”) is the investment manager of Opportunities III and Opportunities III(B). |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 18, 2019, by and among Superior Energy Services, Inc. (“Superior”), New NAM, Inc., a Delaware corporation and newly formed, wholly owned subsidiary of Superior (“NAM”), Spieth Newco, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Forbes (“Holdco”), Spieth Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Holdco (“NAM Merger Sub”), and Fowler Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Holdco (“Fowler Merger Sub”). |
CUSIP No. 345143200 | 13D | Page 2 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
American Securities LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
1,286,3061 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
1,286,3061 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,286,3061 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
23.9%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
1 | Represents 1,160,831 shares of Common Stock owned by Fund III and 125,475 shares of Common Stock owned by Ascribe II Investments LLC (“Fund II”). Ascribe is the investment manager of Opportunities III and Opportunities III(B), which are the sole owners of Fund III. Ascribe Management LLC (“Ascribe Management”) is the investment manager of Ascribe Opportunities Fund II, L.P. (“Opportunities II”) and Ascribe Opportunities Fund II(B), L.P. (“Opportunities II(B)”), which are the sole owners of Fund II. American Securities LLC (“American Securities”) is the 100% owner of Ascribe and Ascribe Management. |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement . |
CUSIP No. 345143200 | 13D | Page 3 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe III Investments LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
1,160,8311 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
1,160,8311 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,160,8311 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
21.6%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
1 | Represents 1,160,831 shares of Common Stock owned by Fund III. |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
CUSIP No. 345143200 | 13D | Page 4 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe Opportunities Fund III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
1,160,8311 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
1,160,8311 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,160,8311 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
21.6%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
1 | Represents 1,160,831 shares of Common Stock owned by Fund III. Opportunities III and Opportunities III(B) are the sole owners of Fund III. |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
CUSIP No. 345143200 | 13D | Page 5 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe Opportunities Fund III(B), L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
1,160,8311 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
1,160,8311 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,160,8311 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
21.6%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
1 | Represents 1,160,831 shares of Common Stock owned by Fund III. Opportunities III and Opportunities III(B) are the sole owners of Fund III. |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
CUSIP No. 345143200 | 13D | Page 6 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe Associates III, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
1,160,8311 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
1,160,8311 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,160,8311 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
21.6%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
1 | Represents 1,160,831 shares of Common Stock owned by Fund III. Opportunities III and Opportunities III(B) are the sole owners of Fund III. Ascribe Associates III, LLC (“Associates III”) is the general partner of Opportunities III and Opportunities III(B). |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
CUSIP No. 345143200 | 13D | Page 7 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe Management LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
125,4751 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
125,4751 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
125,4751 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
2.3%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA, OO | |||||
1 | Represents 125,475 shares of Common Stock owned by Fund II. Opportunities II and Opportunities II(B) are the sole owners of Fund II. Ascribe Management is the investment manager of Opportunities II and Opportunities II(B). |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
CUSIP No. 345143200 | 13D | Page 8 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe II Investments LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
125,4751 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
125,4751 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
125,4751 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
2.3%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
1 | Represents 125,475 shares of Common Stock owned by Fund II. |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
CUSIP No. 345143200 | 13D | Page 9 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe Opportunities Fund II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
125,4751 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
125,4751 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
125,4751 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
2.3%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
1 | Represents 125,475 shares of Common Stock owned by Fund II. Opportunities II and Opportunities II(B) are the sole owners of Fund II. |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
CUSIP No. 345143200 | 13D | Page 10 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe Opportunites Fund II(B), L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
125,4751 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
125,4751 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
125,4751 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
2.3%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
1 | Represents 125,475 shares of Common Stock owned by Fund II. Opportunities II and Opportunities II(B) are the sole owners of Fund II. |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
CUSIP No. 345143200 | 13D | Page 11 of 19 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
Ascribe Associates II, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
125,4751 | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
125,4751 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
125,4751 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
2.3%2 | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
1 | Represents 125,475 shares of Common Stock owned by Fund II. Opportunities II and Opportunities II(B) are the sole owners of Fund II. Ascribe Associates II, LLC (“Associates II”) is the general partner of Opportunities II and Opportunities II(B). |
2 | This calculation is based on 5,384,780 shares of Common Stock outstanding, as represented in the Merger Agreement. |
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of the Transaction |
Simultaneously, and in connection, with the execution of the Merger Agreement, Ascribe entered into an exchange and contribution agreement with the Issuer Holdco, and Solace Capital Partners, L.P. (“Solace”) (the “Exchange and Contribution Agreement”). Subject to the terms and conditions of the Exchange and Contribution Agreement, which include the satisfaction of certain conditions of the Merger Agreement relating to the obtaining of financing, Ascribe has agreed to exchange an amount of the Issuer’s 5.00% Subordinated Convertible PIK Notes due June 30, 2020 under the Indenture by and between Forbes and Wilmington Trust, National Association as Trustee (the “Indenture”) (such notes, the “PIK Notes”) for such number of shares of Common Stock, which will be issued and delivered by the Issuer to Ascribe, that will result in Ascribe and Solace and each of their affiliates holding an aggregate amount of Common Stock representing, after such exchange, 51% of the voting power of the outstanding shares of Common Stock entitled to vote in respect of (i) the adoption of the Merger Agreement and (ii) the approval of an amendment to the certificate of incorporation of the Issuer to increase the authorized shares of Common Stock sufficient to satisfy the obligations of the Issuer under the Indenture upon a conversion of all outstanding PIK Notes in connection with the transactions contemplated by the Merger Agreement and related transaction agreements.
Item 5. | Interest in Securities of the Issuer |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 7. | Materials to be Filed as Exhibits |
Exhibit No. | Description |
1 | Joint Filing Agreement pursuant to Rule 13d-1(k), dated as of December 30, 2019, by and among Ascribe Capital LLC, American Securities LLC, Ascribe III Investments LLC, Ascribe Opportunities Fund III, L.P., Ascribe Opportunities Fund III(B), L.P., Ascribe Associates III, LLC, Ascribe Management LLC, Ascribe II Investments LLC, Ascribe Opportunities Fund II, L.P., Ascribe Opportunities Fund II(B), L.P. and Ascribe Associates II, LLC. |
7.1 | Voting and Support Agreement, dated as of December 18, 2019, by and among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy Services Ltd. and Ascribe Capital LLC, as amended by First Amendment and Joinder to the Voting and Support Agreement, dated as of December 30, 2019, by and among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy Services Ltd., Ascribe Capital LLC and Ascribe Management LLC. |
7.2 | Exchange and Contribution Agreement, dated as of December 18, 2019, by and among Forbes Energy Services Ltd., Spieth Newco, Inc., Ascribe Capital LLC, and Solace Capital Partners, L.P. |
Ascribe Capital LLC | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
American Securities LLC | ||||
By: | /s/ Michael G. Fisch | |||
Name: | Michael G. Fisch | |||
Title: | Chief Executive Officer |
Ascribe III Investments LLC | ||||
By Ascribe Capital LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Opportunities Fund III, L.P. | ||||
By Ascribe Capital LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Opportunities Fund III(B), L.P. | ||||
By Ascribe Capital LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Associates III, LLC | ||||
By American Securities LLC, its managing member | ||||
By: | /s/ Michael G. Fisch | |||
Name: | Michael G. Fisch | |||
Title: | Chief Executive Officer |
Ascribe Management LLC | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe II Investments LLC | ||||
By Ascribe Management LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Opportunities Fund II, L.P. | ||||
By Ascribe Management LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Opportunities Fund II(B), L.P. | ||||
By Ascribe Management LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Associates II, LLC | ||||
By American Securities LLC, its managing member | ||||
By: | /s/ Michael G. Fisch | |||
Name: | Michael G. Fisch | |||
Title: | Chief Executive Officer |
Ascribe Capital LLC | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
American Securities LLC | ||||
By: | /s/ Michael G. Fisch | |||
Name: | Michael G. Fisch | |||
Title: | Chief Executive Officer |
Ascribe III Investments LLC | ||||
By Ascribe Capital LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Opportunities Fund III, L.P. | ||||
By Ascribe Capital LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Opportunities Fund III(B), L.P. | ||||
By Ascribe Capital LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Associates III, LLC | ||||
By American Securities LLC, its managing member | ||||
By: | /s/ Michael G. Fisch | |||
Name: | Michael G. Fisch | |||
Title: | Chief Executive Officer |
Ascribe Management LLC | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe II Investments LLC | ||||
By Ascribe Management LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Opportunities Fund II, L.P. | ||||
By Ascribe Management LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Opportunities Fund II(B), L.P. | ||||
By Ascribe Management LLC, its investment manager | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
Ascribe Associates II, LLC | ||||
By American Securities LLC, its managing member | ||||
By: | /s/ Michael G. Fisch | |||
Name: | Michael G. Fisch | |||
Title: | Chief Executive Officer |
GENERAL
AGREEMENT TO RETAIN SHARES
AGREEMENT TO VOTE
ADDITIONAL AGREEMENTS
REPRESENTATIONS AND WARRANTIES OF HOLDER
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
TAX MATTERS
MISCELLANEOUS
Ascribe Capital LLC 299 Park Avenue, 34th Floor New York, NY 10171 | ||
Attention: | Lawrence First | |
E-mail: | lfirst@ascribecap.com |
Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 | ||
Attention: | Brian E. Hamilton | |
E-mail: | hamiltonb@sullcrom.com |
Superior Energy Services, Inc. 1001 Louisiana Street, Suite 2900 Houston, Texas 77002 | ||
Attn: | William B. Masters, General Counsel | |
E-mail: | Bill.Masters@superiorenergy.com |
Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 | ||
Attn: | Ryan Maierson and John Greer | |
E-mail: | Ryan.Maierson@lw.com; John.Greer@lw.com |
Forbes Energy Services Ltd. 3000 South Business Highway 281 Alice, Texas 78332 | ||
Attention: | John E. Crisp | |
E-mail: | jecrisp@forbesenergyservices.com |
Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 | ||
Attention: | Warren de Wied | |
E-mail: | Warren.de.Wied@friedfrank.com |
SUPERIOR ENERGY SERVICES, INC. | ||||
By: | /s/ Westervelt T. Ballard, Jr. | |||
Name: | Westervelt T. Ballard, Jr. | |||
Title: | Executive Vice President, Chief Financial Officer and Treasurer |
NEW NAM, INC. | ||||
By: | /s/ Jennifer Phan | |||
Name: | Jennifer Phan | |||
Title: | Secretary |
FORBES ENERGY SERVICES LTD. | ||||
By: | /s/ John E. Crisp | |||
Name: | John E. Crisp | |||
Title: | Chief Executive Officer |
HOLDER: | ||||
ASCRIBE CAPITAL LLC | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
1. | Definition of Holder. |
SUPERIOR ENERGY SERVICES, INC. | ||||
By: | /s/ Westy Ballard | |||
Name: | Westy Ballard | |||
Title: | CFO |
NEW NAM, INC. | ||||
By: | /s/ Jennifer N. Phan | |||
Name: | Jennifer Phan | |||
Title: | Secretary |
FORBES ENERGY SERVICES LTD. | ||||
By: | /s/ John E. Crisp | |||
Name: | John E. Crisp | |||
Title: | Chief Executive Officer |
ASCRIBE CAPITAL LLC | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director and CIO |
ASCRIBE MANAGEMENT LLC | ||||
By: | /s/ Lawrence A. First | |||
Name: | Lawrence First | |||
Title: | Managing Director and CIO |
Forbes Energy Services Ltd. 3000 South Business Highway 281 Alice, Texas 78332 | ||
Attention: | John E. Crisp | |
E-mail: | jecrisp@forbesenergyservices.com |
Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 | ||
Attention: | Warren de Wied | |
E-mail: | Warren.de.Wied@friedfrank.com |
Ascribe Capital LLC 299 Park Avenue, 34th Floor New York, NY 10171 | ||
Attention: | Lawrence First | |
E-mail: | lfirst@ascribecap.com |
Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 | ||
Attention: | Brian E. Hamilton | |
E-mail: | hamiltonb@sullcrom.com |
Solace Capital Partners, L.P. 11111 Santa Monica Boulevard, Suite 1275 Los Angeles, CA 90025 | ||
Attention: | Xavier Corzo | |
E-mail: | XCorzo@solacecap.com |
Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 | ||
Attention: | Brian E. Hamilton | |
E-mail: | hamiltonb@sullcrom.com |
FORBES ENERGY SERVICES LTD. | ||||
By: | /s/ John E. Crisp | |||
Name: | John E. Crisp | |||
Title: | Chief Executive Officer |
SPIETH NEWCO, INC. | ||||
By: | /s/ John E. Crisp | |||
Name: | John E. Crisp | |||
Title: | President |
ASCRIBE CAPITAL LLC | ||||
By: | /s/ Lawrence First | |||
Name: | Lawrence First | |||
Title: | Managing Director |
SOLACE CAPITAL PARTNERS, L.P. | ||||
By: | /s/ Brett Wyard | |||
Name: | Brett Wyard | |||
Title: | Authorized Signatory |
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