| Item 1(a). | Name of Issuer: |
Forbes Energy Services Ltd. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3000 South Business Highway 281, Alice, Texas 78332
| Item 2(a). | Name of Person Filing: |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| | i) | West Face Capital, Inc. ("West Face"); and |
| | ii) | Gregory A. Boland ("Mr. Boland"). |
This Statement relates to the Shares (as defined herein) held for the accounts of each of West Face Long Term Opportunities Master Fund L.P., a Cayman Islands Limited Partnership (“WFMF”), West Face Long Term Opportunities (USA) Limited Partnership., a Delaware Limited Partnership (“WFLP”), and West Face Long Term Opportunities Limited Partnership, a British Columbia Limited Partnership (“WFCLP”). West Face serves as investment manager to each of WFMF, WFLP and WFCLP. Mr. Boland is President and Chief Executive Officer of West Face. In such capacities, West Face and Mr. Boland may be deemed to have voting and dispositive power over the Shares held for each of WFMF, WFLP and WFCLP.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is 2 Bloor Street East, Suite 3000, Toronto, Ontario M4W 1A8.
| | 1) | West Face is a Canadian company; and |
| | 2) | Mr. Boland is a citizen of Canada. |
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.04 par value (the “Shares”)
345143101
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), |
Check Whether the Person Filing is a:
This Item 3 is not applicable.
| Item 4(a) | Amount Beneficially Owned: |
As of December 31, 2013, each of the Reporting Persons held 588,059 Series B Preferred Shares, each one of which is convertible into 9 Shares. The Series B Preferred Shares held by the Reporting Persons are subject to a limitation on conversion, set forth in the Series B Certification of Designation included as Exhibit 4.1 to the Form 8-K filed by the Issuer on May 28, 2010, which provides that no holder of the Series B Preferred Shares is entitled to effect a conversion of Series B Preferred Shares if such conversion would result in the holder and its affiliates beneficially owning 20% or more of the Issuer’s Shares.
As of December 31, 2013, each of the Reporting Persons may be deemed the beneficial owner of 5,292,531 Shares. This amount consists of: (A) 2,857,968 Shares obtainable upon conversion of 317,552 Series B Preferred Shares held for the account of WFMF; (B) 1,693,611 Shares obtainable upon conversion of 188,179 Series B Preferred Shares held for the account of WFLP; and (C) 740,952 Shares obtainable upon conversion of 82,328 Series B Preferred Shares held for the account of WFCLP.
| Item 4(b) | Percent of Class: |
The number of Shares of which each of the Reporting persons may be deemed the beneficial owner constitutes approximately 19.8% of the total number of Shares outstanding. (Based upon information in the Issuer’s quarterly report on Form 10-Q, filed November 12, 2013, there were 21,471,616 Shares outstanding as of November 6, 2013. Pursuant to Rule 13d-3(d)(1)(i)(D), in calculating the percentage of beneficial ownership, the Reporting Persons have added the 5,292,531 Shares obtainable upon conversion of the 588,059 Series B Preferred Shares to the number of Shares outstanding, for a total of 26,764,147 Shares outstanding.)
| Item 4(c) | Number of Shares of which such person has: |
| West Face and Mr. Boland: | |
| (i) Sole power to vote or direct the vote: | 0 |
| (ii) Shared power to vote or direct the vote: | 5,292,531 |
| (iii) Sole power to dispose or direct the disposition of: | 0 |
| (iv) Shared power to dispose or direct the disposition of: | 5,292,531 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
This Item 5 is not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this statement that may be deemed to be beneficially owned by the Reporting Persons. Such interest of each of WFMF and WFLP may be deemed to relate to more than 5 percent of the class of Shares.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
See disclosure in Item 2 hereof.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
This Item 10 is not applicable.
Page 7 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | WEST FACE CAPITAL INC. | |
| | | | |
| | By: | /s/ Alexander Singh | |
| | | Name: Alexander Singh | |
| | | Title: Attorney-in-fact for Gregory A. Boland, President and Chief Executive Officer of West Face Capital Inc. | |
| | | | |
| | GREGORY A. BOLAND | |
| | | | |
| | By: | /s/ Alexander Singh | |
| | | Name: Alexander Singh | |
| | | Title: Attorney-in-fact for Gregory A. Boland | |
| | | | |
February 14, 2014
Page 8 of 10 Pages
EXHIBIT INDEX
| Ex. | | Page No. |
| A | Joint Filing Agreement | 9 |
| B | Power of Attorney | 10 |
Page 9 of 10 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Forbes Energy Services Ltd. dated as of February 14, 2014 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| | WEST FACE CAPITAL INC. | |
| | | | |
| | By: | /s/ Alexander Singh | |
| | Name: Alexander Singh | |
| | Title: Attorney-in-fact for Gregory A. Boland, President and Chief Executive Officer of West Face Capital Inc. | |
| | | | |
| | GREGORY A. BOLAND | |
| | | | |
| | By: | /s/ Alexander Singh | |
| | Name: Alexander Singh | |
| | Title: Attorney-in-fact for Gregory A. Boland | |
| | | | |
February 14, 2014
Page 10 of 10 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, Gregory A. Boland, hereby make, constitute and appoint Alexander Singh, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President and Chief Executive Officer of West Face Capital Inc., a Canadian company, and a director of West Face (Cayman 2) Inc., a Cayman Islands company, and each of the affiliates or entities advised or controlled by me, West Face Capital Inc., or West Face (Cayman 2) Inc., all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of this attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 23rd day of September 2011.
| | | | /s/ Gregory A. Boland | |
| | | | Gregory A. Boland | |
