Exhibit 99.3
FORM OF
LETTER TO BROKERS, DEALERS, BANKS
AND OTHER NOMINEE HOLDERS
FORBES ENERGY SERVICES LTD.
Rights to Purchase 5.00% Subordinated Convertible PIK Notes due 2020
Offered Pursuant to Rights Distributed to Stockholders of
Forbes Energy Services Ltd.
[•], 2019
To Brokers, Dealers, Banks, and Other Nominees:
This letter is being distributed to brokers, dealers, banks, and other nominees in connection with the rights offering (the “Rights Offering”) by Forbes Energy Services Ltd. (“Forbes”) ofnon-transferable subscription rights (the “Rights”) to subscribe for and purchase 5.00% subordinated convertible PIK notes due 2020 (the “Notes”), distributed to all holders of record (the “Recordholders”) of shares of Forbes common stock, par value $0.01 per share (the “Common Stock”), at 5:00 p.m., New York Time, on January 22, 2019 (the “Record Date”). The Rights and the Notes are described in the prospectus dated [•], 2019 (the “Prospectus”).
In the Rights Offering, Forbes is offering up to an aggregate of $54,392,400 principal amount of Notes in minimum denominations and integral multiples of $100, (the “Subscription Price”), as described in the Prospectus.
The Rights will expire, if not exercised prior to 5:00 p.m., New York Time, on February 28, 2019, unless extended (the “Expiration Time”). The Rights will cease to have any value at the Expiration Time.
As described in the accompanying Prospectus, each beneficial owner of shares of Common Stock is entitled to one Right for each ten shares of Common Stock owned by such beneficial owner at 5:00 p.m., New York Time, on the Record Date, evidenced by anon-transferable subscription rights certificate (the “Subscription Rights Certificate”) registered in the Recordholder’s name or its nominee. Each Right entitles the holder to purchase $100 principal amount of Notes at the Subscription Price (the “Basic Subscription Right”).
Stockholders who fully exercise their Basic Subscription Rights will be entitled to subscribe for additional principal amounts of Notes that remain unsubscribed as a result of unexercised Basic Subscription Rights, subject to proration as described in the Prospectus, (the “Over-Subscription Privilege”). The Majority Stockholders (as defined in the Prospectus) will only participate in the Over-Subscription Privilege to the extent the other stockholders do not subscribe for and purchase all of the available Notes in the Over-Subscription Privilege, and then only to such amount as will result in gross proceeds to the Company sufficient to repay all outstanding obligations in respect of the Bridge Loan (as defined in the Prospectus). You must fully exercise your Basic Subscription Right to be entitled to purchase Notes pursuant to the Over-Subscription Privilege.
Any excess subscription payments received (including payments related to exercise of Basic Subscription Rights and payments related to the Over-Subscription Privilege) by the Subscription Agent will be returned, without interest or penalty, as soon as practicable following the closing of the Rights Offering.
Forbes is asking persons who hold shares of Common Stock beneficially and who have received the Rights distributable with respect to those shares through a broker, dealer, bank, or other nominee, as well as persons who hold certificates of Common Stock directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them. In addition, Forbes is asking beneficial owners who wish to obtain a separate Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Rights Certificate be issued.
If you exercise Subscription Rights on behalf of beneficial owners, you will be required to certify to Forbes and American Stock Transfer & Trust Company, LLC (the “Subscription Agent”), in connection with such exercise, as to the aggregate amount of Rights that have been exercised pursuant to the Basic Subscription Rights and the Over-Subscription Privilege, and whether the subscription rights of each beneficial owner of Rights on whose behalf you are acting has been exercised in full.
Brokers, dealers, banks and other nominees exercising rights on behalf of beneficial owners in Arizona are required to make representations as to the principal amount of Underlying Notes subscribed for by Arizona residents that are not a bank, a savings institution, a trust company, an insurance company, an investment company as defined in the Investment Company Act of 1940, a pension or profit sharing trust or other financial institution or institutional buyer or a dealer.
We are asking you to contact your clients for whom you hold shares of Common Stock registered in your name or in the name of your nominee to obtain a completed Beneficial Owner Election Form with respect to the Rights.
Enclosed are copies of the following documents:
(1) Letter to Stockholders who are Recordholders of Forbes Energy Services Ltd.;
(2) Prospectus; and
(3) Beneficial Owner Election Form.
All commissions, fees and other expenses (other than fees and expenses of the Subscription Agent) incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by Forbes or the Subscription Agent.
Your prompt action is requested. To exercise the Rights, you should deliver the properly completed and signed Rights Certificate, with payment of the Subscription Price in full for (i) the principal amount of Notes subscribed for pursuant to the Basic Subscription Right and (ii) any additional principal amount of Notes desired to acquire pursuant to the Over-Subscription Privilege, in each case to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price, including final clearance of any checks, prior to the Expiration Time. A Recordholder cannot revoke the exercise of its Rights. Rights not exercised prior to the Expiration Time will expire.
Additional copies of the enclosed materials may be obtained from the Subscription Agent, American Stock Transfer & Trust Company, LLC. The Subscription Agent’s telephone number is718-921-8317. Any questions or requests for assistance concerning the Rights Offering should be directed to the Information Agent, D.F. King & Co. Inc. The Information Agent’s telephone number is212-269-5550 and its email address is flss@dfking.com.
Very truly yours,
Forbes Energy Services Ltd.
L. Melvin Cooper
Senior Vice President, Chief Financial Officer
and Secretary
NOTICE TO HOLDERS IN ARIZONA:
The aggregate principal amount of Notes that may be subscribed for pursuant to Rights held by Arizona residents other than certain institutional investors pursuant to this Rights Offering is limited to $500,000. Therefore, if the Subscription Agent receives exercise documentation that otherwise would require Forbes to issue to Arizona residents who are not eligible institutional investors more than $500,000 in aggregate principal amount, Forbes will issue to all such exercising stockholders their pro rata portion of such aggregate principal amount of Notes and return the excess payment amount, if any, to such stockholders, without interest, as soon as practicable after the expiration date of this Rights Offering.
