0000895345-20-000568.txt : 20200420 0000895345-20-000568.hdr.sgml : 20200420 20200420211813 ACCESSION NUMBER: 0000895345-20-000568 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200416 FILED AS OF DATE: 20200420 DATE AS OF CHANGE: 20200420 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Capital LLC CENTRAL INDEX KEY: 0001673022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 20803760 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe III Investments LLC CENTRAL INDEX KEY: 0001673023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 20803761 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMERICAN SECURITIES LLC CENTRAL INDEX KEY: 0001475483 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 20803762 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212 476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Opportunities Fund III, L.P. CENTRAL INDEX KEY: 0001570001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 20803763 BUSINESS ADDRESS: STREET 1: C/O ASOF ASSOCIATES III, LLC STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-8000 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: C/O ASOF ASSOCIATES III, LLC STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-8000 FORMER NAME: FORMER CONFORMED NAME: American Securities Opportunities Fund III, L.P. DATE OF NAME CHANGE: 20130219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Opportunities Fund III(B), L.P. CENTRAL INDEX KEY: 0001570000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 20803764 BUSINESS ADDRESS: STREET 1: C/O ASOF ASSOCIATES III, LLC STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-8000 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: C/O ASOF ASSOCIATES III, LLC STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-8000 FORMER NAME: FORMER CONFORMED NAME: American Securities Opportunities Fund III(B), L.P. DATE OF NAME CHANGE: 20130219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Associates III, LLC CENTRAL INDEX KEY: 0001703901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 20803765 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Forbes Energy Services Ltd. CENTRAL INDEX KEY: 0001434842 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3000 SOUTH BUSINESS HIGHWAY 281 CITY: ALICE STATE: TX ZIP: 78332 BUSINESS PHONE: 361-664-0549 MAIL ADDRESS: STREET 1: 3000 SOUTH BUSINESS HIGHWAY 281 CITY: ALICE STATE: TX ZIP: 78332 4 1 form4.xml X0306 4 2020-04-16 0001434842 Forbes Energy Services Ltd. FLSS 0001673022 Ascribe Capital LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 true true See Remarks 0001673023 Ascribe III Investments LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 true true See Remarks 0001475483 AMERICAN SECURITIES LLC 299 PARK AVENUE NEW YORK NY 10171 true true See Remarks 0001570001 Ascribe Opportunities Fund III, L.P. 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171-8000 true true See Remarks 0001570000 Ascribe Opportunities Fund III(B), L.P. 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171-8000 true true See Remarks 0001703901 Ascribe Associates III, LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 true true See Remarks Common Stock 2020-04-16 4 J 0 963116 A 2123947 D 5.00% Subordinated convertible PIK notes due 2020 2020-04-16 4 J 0 126856 0 D Common Stock 963116 28544042 D 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 $126,856 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"). 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, Ascribe Capital LLC ("Ascribe 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. 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), (continued in Footnote 3) (continued from Footnote 2) (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"). 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. 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. Reflects 2,123,947 shares of Common Stock of which Ascribe III Investments LLC ("Fund III") is the record owner. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)"), as the sole owners of Fund III, may be deemed to share beneficial ownership over the shares of Common Stock of which Fund III is the record owner. Ascribe Capital, as the investment manager to Opportunities III and Opportunities III(B) may be deemed to beneficially own the shares of Common Stock of which Opportunities III and Opportunities III(B) may share beneficial ownership. Ascribe Associates III, LLC ("Associates III"), as the general partner of Opportunities III and Opportunities III(B), may be deemed to beneficially own the shares of Common Stock of which Opportunities III and Opportunities III(B) may share beneficial ownership. In addition to the 2,123,947 shares of Common Stock of which Fund III is the record owner, Ascribe II Investments LLC ("Fund II" and, together with Fund III, the "Funds") is the record owner of 125,475 additional shares of Common Stock. Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)"), are the sole owners of Fund II and may be deemed to share beneficial ownership of the shares of which Fund II is the record owner. Ascribe Management, as the investment manager to Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of which Opportunities II and Opportunities II(B) may share beneficial ownership. (continue in Footnote 8) (continued from Footnote 7) Ascribe Associates II, LLC ("Associates II"), as the general partner to Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the shares of which Opportunities II and Opportunities II(B) may share beneficial ownership. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management and may be deemed to share beneficial ownership of the shares of which Ascribe Capital and Ascribe Management may be deemed to share beneficial ownership. 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 their pecuniary interests. Fund III is the record owner of $28,544,042 aggregate principal amount of the Notes. Each of Ascribe Capital, American Securities, Associates III, Opportunities III, and Opportunities III(B), may be deemed to share beneficial ownership of the shares of Common Stock underlying the Notes. Lawrence First is the Chief Investment Officer and Managing Director of Ascribe 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. Ascribe Capital LLC, By: /s/ Lawrence First, as Managing Director 2020-04-20 Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2020-04-20 American Securities LLC, By: /s/ Michael G. Fisch, as Chief Executive Officer 2020-04-20 Ascribe Opportunities Fund III, L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2020-04-20 Ascribe Opportunities Fund III(B), L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2020-04-20 Ascribe Associates III LLC, by American Securities LLC, its managing member, By: /s/ Michael G. Fisch, as Chief Executive Officer 2020-04-20