0000905148-20-000518.txt : 20200420
0000905148-20-000518.hdr.sgml : 20200420
20200420171930
ACCESSION NUMBER: 0000905148-20-000518
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: 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: 20803354
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 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: 20803355
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: 20803356
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 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: 20803357
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
2020-04-16
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
Common Stock
2020-04-16
4
J
0
709253
A
1656521
I
See footnote
5.00% Subordinated convertible PIK notes due 2020
2020-04-16
4
J
0
93418
0
D
Common Stock
709253
21020255
I
See footnote
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 $93,418 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, Solace Capital Partners, L.P. ("Solace 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.
[Continuation of prior footnote] 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), (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.
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.
Brett G. Wyard is a managing partner of the general partner of Solace 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.
Solace Capital Partners, L.P., By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer
2020-04-20
Solace General Partner LLC, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer
2020-04-20
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
2020-04-20
Solace Forbes Holdings, LLC, By: Solace Capital Partners, L.P., its Manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer
2020-04-20