CUSIP No. 345143200 | SCHEDULE 13D |
Page 2 of 9 Pages |
1
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NAMES OF REPORTING PERSONS
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Solace Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,656,5211
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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1,656,5211
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,656,5211
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.6%2
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN, HC
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 3 of 9 Pages |
1
|
NAMES OF REPORTING PERSONS
|
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|
||
Solace General Partner, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
AF
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|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
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||
1,656,5213
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
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||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,656,5213
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,656,5213
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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||
21.6%2
|
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 4 of 9 Pages |
1
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NAMES OF REPORTING PERSONS
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Solace Capital Special Situations Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
|
|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,656,5214
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,656,5214
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,656,5214
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
21.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN, HC
|
|
|
|||
|
|
CUSIP No. 345143200 | SCHEDULE 13D |
Page 5 of 9 Pages |
1
|
NAMES OF REPORTING PERSONS
|
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Solace Forbes Holdings, LLC
|
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,656,5215
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,656,5215
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,656,5215
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
21.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 345143200 | SCHEDULE 13D |
Page 6 of 9 Pages |
Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of the Transaction
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Item 5. |
Interest in Securities of the Issuer
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 7 of 9 Pages |
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 8 of 9 Pages |
Item 7. | Materials to be Filed as Exhibits |
7.4
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Loan and Security Agreement, dated as of April 13, 2017, by and among Forbes Energy Services Ltd., Forbes Energy Services LLC, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC, Cretic Energy Services,
LLC, Wilmington Trust, National Association and the lenders from time to time thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on April 18, 2017).
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7.6
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First Amendment to Loan and Security Agreement, dated as of November 16, 2018 (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed November 23, 2018).
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7.7
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Amendment No. 2 to Loan and Security Agreement, dated as of May 28, 2019 (incorporated by reference to Exhibit 10.18 to the Issuer’s Annual Report on Form 10-K filed with the SEC on March 23, 2020).
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7.8
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Amendment No. 3 to Loan and Security Agreement, dated as of March 23, 2020 (incorporated by reference to Exhibit 10.22 to the Issuer’s Annual Report on Form 10-K filed with the SEC on March 23, 2020).
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SCHEDULE 13D |
Page 9 of 9 Pages |
Solace Capital Partners, L.P. | |||
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By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officer &
Chief Compliance Officer
|
Solace General Partner LLC |
|||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officer &
Chief Compliance Officer
|
Solace Capital Special Situations Fund, L.P. |
|||
By: |
Solace Capital Partners, L.P., its investment manager |
||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officer &
Chief Compliance Officer
|
Solace Forbes Holdings LLC |
|||
By: |
Solace Capital Partners, L.P., its Manager | ||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officer &
Chief Compliance Officer
|