0000905148-19-000407.txt : 20190304 0000905148-19-000407.hdr.sgml : 20190304 20190304214857 ACCESSION NUMBER: 0000905148-19-000407 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190228 FILED AS OF DATE: 20190304 DATE AS OF CHANGE: 20190304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Solace Forbes Holdings, LLC CENTRAL INDEX KEY: 0001703428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656485 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD, SUITE 1275 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109195401 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD, SUITE 1275 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Solace Capital Special Situations Fund, L.P. CENTRAL INDEX KEY: 0001640121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656486 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 1275 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-919-5401 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 1275 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Solace General Partner, LLC CENTRAL INDEX KEY: 0001703431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656487 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD, SUITE 1275 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109195401 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD, SUITE 1275 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Solace Capital Partners, L.P. CENTRAL INDEX KEY: 0001702974 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656488 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD, SUITE 1275 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109195401 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD, SUITE 1275 CITY: LOS ANGELES STATE: CA ZIP: 90025 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 2019-02-28 0001434842 Forbes Energy Services Ltd. FLSS 0001702974 Solace Capital Partners, L.P. 11111 SANTA MONICA BLVD, SUITE 1275 LOS ANGELES CA 90025 true true See Remarks 0001703431 Solace General Partner, LLC 11111 SANTA MONICA BLVD, SUITE 1275 LOS ANGELES CA 90025 true true See Remarks 0001640121 Solace Capital Special Situations Fund, L.P. 11111 SANTA MONICA BOULEVARD SUITE 1275 LOS ANGELES CA 90025 true true See Remarks 0001703428 Solace Forbes Holdings, LLC 11111 SANTA MONICA BLVD, SUITE 1275 LOS ANGELES CA 90025 true true See Remarks Subscription Rights (right to buy) 2019-02-28 4 X 0 94726 0 D 2019-02-13 2019-02-28 5.00% subordinated convertible PIK notes due 2020 9472600 0 I See footnote 5.00% subordinated convertible PIK notes due 2020 2019-02-28 4 X 0 9472600 9472600 A 2020-06-30 Common Stock 9472600 I See footnote 5.00% subordinated convertible PIK notes due 2020 2019-02-28 4 P 0 10799500 10799500 A 2020-06-30 Common Stock 20272100 I See footnote Represents the Reporting Persons' exercise of subscription rights in the Issuer's pro-rata subscription rights offering to holders of the Issuer's Common Stock, as described in the Issuer's prospectus dated February 13, 2019 (the "Rights Offering"). Each Common Stock holder of record as of January 22, 2019 received one right for each ten shares of Common Stock. Each right entitled 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. No fractional Notes were issued pursuant to the Rights Offering and exercises of rights were rounded down to the nearest whole increment of $100. Represents the Reporting Persons' acquisition of additional Notes in the Rights Offering pursuant to the backstop commitment letter, dated November 16, 2018, filed as exhibit 10.4 to Issuer's current report on Form 8-K filed with the SEC on November 23, 2018. 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. Solace Capital Partners, L.P. ("Solace Capital") is the investment manager of, and Solace General Partner, LLC ("Solace GP") is the general partner of, Solace Capital Special Situations Fund, L.P. which is the 100% owner of Solace Forbes Holdings, LLC, which directly holds the Common Stock reported herein. Each of Solace Capital and Solace GP disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of its pecuniary interest, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Solace Capital Partners, L.P., By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer 2019-03-04 Solace General Partner LLC, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer 2019-03-04 Solace Capital Special Situations Fund, L.P., By: Solace Capital Partners, L.P., its investment manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer 2019-03-04 Solace Forbes Holdings LLC, By Solace Capital Partners, L.P., its Manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer 2019-03-04