SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Forbes Energy Services Ltd. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/28/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Subscription Rights (right to buy)(1) | (1) | 02/28/2019 | X | 116,083 | 02/14/2019 | 02/28/2019 | 5.00% subordinated convertible PIK notes due 2020 | 27,128,100 | $0 | 0 | D(5)(6) | ||||
5.00% Subordinated convertible PIK notes due 2020 | (2) | 02/28/2019 | P | 27,528,100(3) | (2) | (2) | Common Stock | (4) | $27,528,100 | 27,528,100(3) | D(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents the pro rata exercise of subscription rights in the Forbes Energy Services Ltd. (the "Issuer") rights offering, as described in the Issuer's prospectus dated February 13, 2019 (the "Prospectus"), by Ascribe III Investments LLC ("Fund III"), with each right entitling the holder to purchase $100 principal amount of the Issuer's 5.00% subordinated convertible PIK notes due 2020 (the "Notes") at a purchase price of 100% of the principal amount thereof. Fund III acquired the Notes that were not subject to the exercise of its rights in the Rights Offering pursuant to the backstop commitment letter, dated November 16, 2018, filed as exhibit 10.4 to the Issuer's Current Report on Form 8-K filed with the SEC on November 23, 2018. |
2. 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. |
3. Interest on the Notes will be payable on each June 30 and December 31, commencing on June 30, 2019. Interest on the Notes will be 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). |
4. The amount of shares of Common Stock that the Reporting Persons may receive upon mandatory conversion of the Notes is unknown at the time of filing. |
5. Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Ascribe II Investments LLC ("Fund II" and, together with Fund III, the "Funds"), Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B). |
6. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of its pecuniary interests. |
Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director | 03/04/2019 | |
Ascribe Capital LLC, By: /s/ Lawrence First, as Managing Director | 03/04/2019 | |
American Securities LLC, By: /s/ Michael G. Fisch, as Chief Executive Officer | 03/04/2019 | |
Ascribe Opportunities Fund III, L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director | 03/04/2019 | |
Ascribe Opportunities Fund III(B), L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director | 03/04/2019 | |
Ascribe Associates III, LLC, By American Securities LLC, its managing member, By: /s/ Michael G. Fisch, as Chief Executive Officer | 03/04/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |