0000895345-20-000687.txt : 20200608 0000895345-20-000687.hdr.sgml : 20200608 20200608060442 ACCESSION NUMBER: 0000895345-20-000687 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200601 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20200608 DATE AS OF CHANGE: 20200608 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 20948027 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 8-K 1 wd8k3_forbesenergy.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 8-K
 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
DATE OF REPORT: June 8, 2020 (June 1, 2020)
(Date of earliest event reported)
 

Forbes Energy Services Ltd.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
001-35281
98-0581100
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)

 
3000 South Business Highway 281
Alice, Texas
  
78332
  
 
(Address of Principal Executive Offices)
  
(Zip Code)
  

(361) 664-0549
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 1.02 – Termination of Material Definitive Agreements.
Termination of the Merger Agreement
As previously reported, on December 23, 2019, Forbes Energy Services Ltd. (“Company”), announced that it, along with certain of its subsidiaries, had entered into an Agreement and Plan of Merger, dated as of December 19, 2019 (as amended, supplemented, and modified from time to time, the “Merger Agreement”) with Superior Energy Services, Inc. (“Superior”) and New NAM, Inc., a Delaware corporation and subsidiary of Superior (“NAM”). On June 1, 2020, the Company received a written notice of termination (the “Termination Notice”) from Superior and NAM.  As a result, the Merger Agreement has been terminated, effective as of June 1, 2020.  Neither the Company, Superior nor NAM is obligated to pay a termination fee in connection with the termination of the Merger Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Forbes Energy Services Ltd.
 
       
Date:  June 8, 2020
By:
/s/ L. Melvin Cooper
 
   
L. Melvin Cooper
 
   
Senior Vice President and Chief Financial Officer