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: May 20, 2011
(Date of earliest event reported)
Forbes Energy Services Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda | 333-150853-04 | 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
(Registrants 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)) |
Item 1.01 Entry into a Material Definitive Agreement
See the disclosure under Item 3.03 of this Current Report on Form 8-K, which is incorporated by reference in this Item 1.01.
Item 3.03 Material Modification to Rights of Security Holders
A fourth supplemental indenture, dated as of May 24, 2011, or the Fourth Supplemental Indenture, to that Indenture dated as of February 12, 2008, as previously amended, or the Indenture, has been executed by Forbes Energy Services Ltd., or the Company, Forbes Energy Services LLC, or FES LLC, Forbes Energy Capital Inc., or, together with FES LLC, the Issuers, certain of the Companys subsidiaries and Wells Fargo Bank, National Association, as trustee and collateral agent. The Fourth Supplemental Indenture will become effective, by its terms, upon consummation of the purchase, in connection with the Companys ongoing tender offer, or the Offer, and related consent solicitation, or the Solicitation, of those of the Issuers $192,500,000 aggregate principal amount of 11% Senior Secured Notes due 2015 (CUSIP 345140 AC 1), or the Notes, tendered prior to 11:59 p.m. Eastern time on June 6, 2011. The Fourth Supplemental Indenture amended the Indenture by eliminating most of the restrictive covenants and event of default provisions in the indenture and modifying the terms of the intercreditor agreement contemplated by the Indenture.
The description of the provisions of the Fourth Supplemental Indenture set forth above is qualified in its entirety by reference to the full and complete terms contained in the Fourth Supplemental Indenture, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1.
This announcement is for informational purposes only. The Offer is being made, and the Solicitation was made, pursuant to the terms and subject to the conditions set forth in the Issuers Offer to Purchase and Consent Solicitation Statement dated May 9, 2011 (the Statement), and the Consent and Letter of Transmittal, copies of which are available from the Information Agent, D. F. King & Co., Inc., by calling (800) 290-6426. The Issuers have also retained Jefferies & Company, Inc. as Dealer Manager for the Offer and Solicitation Agent for the Solicitation. Questions about the Offer or the Solicitation may be directed to Jefferies & Company, Inc. at (888) 708-5831 (US toll-free) or (203) 708-5831 (collect).
Forward-Looking Information Advisory
This report contains forward-looking statements, as contemplated by the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated effectiveness of the Fourth Supplemental Indenture. The Company gives no assurance that the forward-looking statements will prove to be correct and does not undertake any duty to update them. Additional factors that you should consider are set forth in detail in the Risk Factors section of the Companys Annual Report on Form 10-K for the year ended December 31, 2010 (the Form 10-K) as well as other filings the Company has made with the Securities and Exchange Commission.
Item 8.01 Other Events
On May 23, 2011, the Company announced that on May 20, 2011 it had received the consents necessary to adopt the proposed amendments to the Indenture governing the Notes in the Offer and Solicitation.
On May 24, 2011, the Company announced that the expiration time of the Offer had been moved earlier from 5:00 p.m., Eastern time, on June 7, 2011, to 11:59 p.m., Eastern time, on June 6, 2011.
Copies of press releases with these announcements are attached as Exhibits 99.1 and 99.2.
Item 9.01 Financial Statements and Exhibits
(c) | Exhibits. |
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4.1 | Fourth Supplemental Indenture, dated as of May 24, 2011, among Forbes Energy Services Ltd., Forbes Energy Services LLC, Forbes Energy Capital Inc., the other Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee and collateral agent. |
99.1 | Press Release, dated May 23, 2011. |
99.2 | Press Release, dated May 24, 2011. |
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: May 26, 2011 |
By: | /s/ L. Melvin Cooper | ||||
L. Melvin Cooper | ||||||
Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
4.1 | Fourth Supplemental Indenture, dated as of May 24, 2011, among Forbes Energy Services Ltd., Forbes Energy Services LLC, Forbes Energy Capital Inc., the other Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee and collateral agent. | |
99.1 | Press Release, dated May 23, 2011. | |
99.2 | Press Release, dated May 24, 2011. |
Exhibit 4.1
FOURTH SUPPLEMENTAL INDENTURE
THIS FOURTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of May 24, 2011, to become effective by its terms pursuant to Section 2.8 hereof, is by and among Forbes Energy Services LLC, a Delaware limited liability company (the LLC) and Forbes Energy Capital Inc., a Delaware corporation (Capital, and together with the LLC, the Issuers), Forbes Energy Services Ltd., a Bermuda corporation and a guarantor (the Parent), the other guarantors listed on the signature pages hereof and Wells Fargo Bank, National Association, as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Collateral Agent).
WHEREAS, the Trustee and Collateral Agent, the Issuers and certain subsidiaries of the Company have heretofore executed and delivered that certain Indenture dated as of February 12, 2008 (the Original Indenture), such Indenture having previously been supplemented by the Supplemental Indenture, dated as of May 29, 2008 (the First Supplemental Indenture), the Supplemental Indenture, dated as of October 6, 2008 (the Second Supplemental Indenture), and the Third Supplemental Indenture, dated as of February 6, 2009 (collectively with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the Indenture) in each case, between the Issuers, the Guarantors listed therein or added thereto by supplement (the Guarantors, and together with the Issuers, the Obligors), the Trustee and Collateral Agent providing for the issuance of 11% Senior Secured Notes due 2015 and 11% Senior Secured Exchange Notes due 2015;
WHEREAS, on February 12, 2008, the Issuers issued $205,000,000 aggregate principal amount of their 11% Senior Secured Notes due 2015 and subsequently exchanged them for an equal aggregate principal amount of their 11% Senior Secured Exchange Notes due 2015 (collectively, the Notes);
WHEREAS, the Issuers have repurchased $12,500,000 in aggregate principal amount of the Notes to date, leaving $192,500,000 in aggregate principal amount of Notes currently outstanding;
WHEREAS, Sections 9.02 and 9.06 of the Indenture provides that, with the consent of Holders representing at least a majority in principal amount of the Notes then outstanding (the Requisite Consents), the Issuers, when authorized by a resolution of their Board of Directors, the Guarantors, and the Trustee and Collateral Agent may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the terms of the Indenture or the Notes and the Intercreditor Agreement contemplated by the Indenture, other than those terms specified in the second paragraph of Section 9.02 that require the consent of each Holder of Notes ;
WHEREAS, the Issuers desire and have requested the Trustee and Collateral Agent to join with them and the Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes and the Intercreditor Agreement contemplated by the Indenture in certain respects as permitted by Section 9.02 of the Indenture;
WHEREAS, the Issuers have commenced a tender offer (the Tender Offer) to holders of the Notes and in connection with the Tender Offer have solicited consents (the Consent Solicitation) to the adoption of certain proposed amendments as set forth in Sections 1.1, 2.1 and 2.2 hereof (the Proposed Amendments) to this Supplemental Indenture, all upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated May 9, 2011 and the related Consent and Letter of Transmittal, including any amendments, modifications or supplements thereto;
WHEREAS, (1) the Issuers have received Requisite Consents to the Proposed Amendments, all as certified by an Officers Certificate delivered to the Trustee and Collateral Agent simultaneously with the execution and delivery of this Supplemental Indenture pursuant to Sections 13.04 and 13.05 of the Indenture, (2) the Issuers have delivered to the Trustee and Collateral Agent simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Sections 9.06, 13.04 and 13.05 of the Indenture and (3) the Obligors have satisfied all other conditions required under Article 9 of the Indenture to enable the Obligors and the Trustee and Collateral Agent to enter into this Supplemental Indenture; and
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WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the Boards of Directors of each of the Obligors.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE, NOTES AND INTERCREDITOR AGREEMENT
Section 1.1
(a) Amendments to Articles 3, 4, 5 and 6. Subject to this Section 2.1 becoming effective as described in Section 2.8 hereof, the following sections of the Indenture are hereby deleted in their entirety and replaced with [Intentionally Omitted] and all references made thereto throughout the Indenture are hereby deleted in their entirety:
Section 3.09 (Offer to Purchase by Application of Excess Proceeds or From Excess Cash Flow);
Section 4.03 (Taxes);
Section 4.04 (Stay, Extension and Usury Laws);
Section 4.05 (Maintenance of Insurance);
Section 4.06(b) (Compliance Certificate);
Section 4.07 (New Parent);
Section 4.09 (Restrictions on Activities of Capital);
Section 4.10 (Offer to Repurchase Upon Change of Control);
Section 4.11 (Asset Sales);
Section 4.13 (Restricted Payments);
Section 4.14 (Incurrence of Indebtedness and Issuance of Preferred Stock);
Section 4.15 (Limitation on Capital Expenditures);
Section 4.16 (Liens);
Section 4.17 (Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.18 (Transactions with Affiliates);
Section 4.19 (Business Activities);
Section 4.20 (Additional Guarantees);
Section 4.21 (Designation of Restricted and Unrestricted Subsidiaries);
Section 4.22 (Payments for Consent);
Section 4.24 (Real Estate Mortgages and Filings);
Section 4.25 (Disposal Well Mortgages and Filings);
Section 4.26 (Leasehold Mortgages and Filings; Landlord Waivers);
Section 4.27 (Other Collateral):
Section 4.28 (Reports);
Article 5 (Successors); and
Section 6.01(3), (4), (5) and (6) (Events of Default).
(b) Deletions of Definitions and Related References and Amendments to Notes. Subject to this Section 1.1 becoming effective as described in Section 2.8 hereof, Section 1.01 of Article 1 of the Indenture is hereby amended to delete in their entirety all terms, respective definitions and cross-references relating to or required by the amendments set forth in Section 1.1 as a result of the amendments set forth in Article I of this Supplemental Indenture. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture.
(c) Amendments to Intercreditor Agreement. Subject to this Section 1.1 becoming effective as described in Section 2.8 hereof, the Intercreditor Agreement contemplated by the Indenture is hereby amended as follows:
(i) Any First Lien Obligations will not be limited to the Maximum First Lien Amount, such that any secured First Lien Obligations that have a priority security interest that ranks senior to any Second Lien Obligations held by Holders of the Notes may not be limited, including, without limitation, the amount of any DIP financing that may constitute First Lien Obligations.
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(ii) The right of Second Lien Secured Parties to enforce their rights and remedies with respect to the Collateral after an Event of Default will be limited to actions to preserve and protect their claims and interests regarding the Collateral securing the Notes only to the extent required by law, and the Second Lien Secured Parties shall not be permitted to take any enforcement action with respect to the Collateral until all of the First Lien Obligations have been paid in full, meaning, among other things, Second Lien Secured Parties will not have the benefit of seeking remedies after any standstill period, except as required by law.
(iii) The Second Lien Secured Parties will no longer have the right following a Purchase Option Event to require the First Lien Secured Parties to transfer and assign the First Lien Obligations to the Second Lien Secured Parties in respect of letters of credit and hedging and similar agreements.
Section 1.2 Release of Obligations Under Certain Covenants. Subject to this Section 1.2 becoming effective as described in Section 2.8, the Issuers and the Guarantors may omit to comply with, and shall have no liability in respect of, any term, condition or limitation deleted, modified or amended pursuant to the Sections of the Indenture listed in Section 1.1 hereof, whether directly or indirectly, by reason of any reference in the Indenture or other documents to any such Section or by reason of any reference in any such Section to any other provision in the Indenture or in any other document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 of the Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
Section 2.2 Indenture. Except as amended hereby, the Indenture, as previously amended, and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.
Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 2.4 Successors. All agreements of the Obligors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee and Collateral Agent in this Supplemental Indenture shall bind its successors.
Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via e-mail or telecopy.
Section 2.6 Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.
Section 2.7 Trustee and Collateral Agent Disclaimer. The Trustee and Collateral Agent accept the amendments of the Indenture effected by this Supplemental Indenture. The Trustee agrees to execute the
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trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee and Collateral Agent, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. Without limiting the generality of the foregoing, the Trustee and Collateral Agent shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Obligors, and the Trustee and Collateral Agent makes no representation with respect to any such matters. Additionally, the Trustee and Collateral Agent make no representations as to the validity or sufficiency of this Supplemental Indenture.
Section 2.8 Effectiveness. This Supplemental Indenture shall be entered into by the parties hereto upon receipt of the Requisite Consents and shall be effective upon the provision by the Company to the Trustee of an Officers Certificate certifying that the conditions set forth in the Tender Offer and Consent Solicitation have been either satisfied or, where permitted, waived by the Company and the purchase by the Issuers of all of the Notes tendered pursuant to the Tender Offer and Consent Solicitation, which shall constitute more than a majority in principal amount of the outstanding Notes.
Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Issuers, with a notation as follows:
Effective as of June , 2011, certain restrictive covenants of the Issuers and certain Events of Default have been eliminated or limited, as provided in the Fourth Supplemental Indenture, dated as of May 24, 2011. Reference is hereby made to said Fourth Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.
Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.
ISSUERS: | ||
FORBES ENERGY SERVICES LLC | ||
By: | /s/ John E. Crisp | |
Name: John E. Crisp | ||
Title: President and Chief Executive Officer |
FORBES ENERGY CAPITAL INC. | ||
By: | /s/ John E. Crisp | |
Name: John E. Crisp | ||
Title: President and Chief Executive Officer |
GUARANTORS: | ||
FORBES ENERGY SERVICES LTD. | ||
By: | /s/ John E. Crisp | |
Name: John E. Crisp | ||
Title: President and Chief Executive Officer |
C.C. FORBES, LLC | ||
By: | /s/ John E. Crisp | |
Name: John E. Crisp | ||
Title: Executive Vice President and Chief Operating Officer |
TX ENERGY SERVICES, LLC | ||
By: | /s/ John E. Crisp | |
Name: John E. Crisp | ||
Title: President and Chief Executive Officer |
SUPERIOR TUBING TESTERS, LLC | ||
By: | /s/ John E. Crisp | |
Name: John E. Crisp | ||
Title: Executive Vice President |
FORBES ENERGY INTERNATIONAL, LLC | ||
By: | /s/ John E. Crisp | |
Name: John E. Crisp | ||
Title: Executive Vice President and Chief Operating Officer |
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TRUSTEE AND COLLATERAL AGENT: | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Martin Reed | |
Name: Martin Reed | ||
Title: Vice President |
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Exhibit 99.1
FOR IMMEDIATE RELEASE |
NEWS RELEASE
Contacts: Forbes Energy Services Ltd. L. Melvin Cooper, SVP & CFO 361-664-0549
DRG&E Ken Dennard, Managing Partner Ben Burnham, AVP 713-529-6600 |
Forbes Energy Services Announces Receipt of Requisite Consents to
Amend the Indenture Governing its 11% Senior Secured Notes due 2015
(CUSIP 345140 AC 1)
ALICE, TEXAS May 23, 2011 Forbes Energy Services Ltd. (TSX: FRB) (the Company) announced that on May 20, 2011, its subsidiaries, Forbes Energy Services LLC and Forbes Energy Capital Inc. (collectively, the Issuers), had received the consents from the holders of their 11% Senior Secured Notes due 2015 (CUSIP 345140 AC 1) (the Notes) necessary to adopt the proposed amendments in its previously commenced tender offer (the Offer) and related consent solicitation (the Consent Solicitation) that would eliminate most of the restrictive covenants and event of default provisions contained in the indenture governing the Notes (the Indenture) and modify the terms of any intercreditor agreement applicable to the Notes.
Adoption of the proposed amendments required the consent of the holders of at least a majority of the $192,500,000 aggregate principal amount of the outstanding Notes and holders who tendered their Notes in the Offer were deemed to consent to the proposed amendments. A total of approximately $187,932,000, or over 97%, in aggregate principal amount of outstanding Notes were validly tendered and not validly withdrawn before 5:00 p.m. Eastern time, on May 20, 2011.
The Issuers and Wells Fargo Bank, National Association, as the trustee under the Indenture, along with the guarantors named therein, anticipate executing a supplemental indenture that would eliminate most of the restrictive covenants and event of default provisions contained in the indenture (the Fourth Supplemental Indenture). The proposed amendments in the Fourth Supplemental Indenture will become operative upon the closing of the purchase by the Issuers of the Notes tendered by 5:00 p.m., Eastern time, on June 7, 2011 (the Expiration Time), unless the Offer is extended or earlier terminated. These proposed amendments will be binding on all holders, including non-consenting holders.
The total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to 5:00 p.m. Eastern time, on May 20, 2011 (the Consent Time) is $1,127.50, which includes a consent payment of $30.00 per $1,000 principal amount of Notes.
Holders who have not yet tendered their Notes by the Consent Time can still tender their Notes prior to the Expiration Time, however, such holders will only receive the purchase price of $1,097.50 for each $1,000 principal amount of Notes, which does not include the consent payment. In addition, the Issuers will pay accrued interest up to, but not including, the payment date on all Notes accepted in the Offer. Subject to the conditions of the Offer, the payment date will occur promptly after the Expiration Time with respect to all Notes tendered prior to the Expiration Time and accepted by the Issuers.
This announcement is for informational purposes only. The Offer is being made, and the Consent Solicitation was made, pursuant to the terms and subject to the conditions set forth in the Issuers Offer to Purchase and Consent Solicitation Statement dated May 9, 2011 (the Statement), and the Consent and Letter of Transmittal, copies of which are available from the Information Agent, D. F. King & Co., Inc., by calling (800) 290-6426. The Issuers have also retained Jefferies & Company, Inc. as Dealer Manager for the Offer and Solicitation Agent for the Consent Solicitation. Questions about the Offer or the Consent Solicitation may be directed to Jefferies & Company, Inc. at (888) 708-5831 (US toll-free) or (203) 708-5831 (collect).
About the Company
Forbes Energy Services Ltd. is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas, Mississippi and Mexico.
Forward-Looking Statements
This press release includes forward-looking statements concerning the Companys tender offer of its senior secured notes, the anticipated closing of the purchase of notes tendered under such offer and the effectiveness of the provisions of Fourth Supplemental Indenture. There can be no assurance that the tender offer and the transactions associated therewith will be consummated, or that the provisions of the Fourth Supplemental Indenture will become operative. These forward-looking statements are based upon managements expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company and which could cause actual results to differ materially from such statements. Additional factors that you should consider are set forth in detail in the Risk Factors section of the Companys Annual Report on Form 10-K for the year ended December 31, 2010 (the Form 10-K), which was previously filed, as well as other filings the Company has made with the Securities and Exchange Commission.
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Exhibit 99.2
[FOR IMMEDIATE RELEASE] |
NEWS RELEASE
Contacts: Forbes Energy Services Ltd. L. Melvin Cooper, SVP & CFO 361-664-0549
DRG&L Ken Dennard, Managing Partner Ben Burnham, AVP 713-529-6600 |
Forbes Energy Services Announces Earlier Expiration Time of Tender
Offer and Consent Solicitation for 11% Senior Secured Notes due 2015
(CUSIP 345140 AC 1)
ALICE, TEXAS May 24, 2011 Forbes Energy Services Ltd. (TSX: FRB) (the Company) announced today that the expiration time of the pending tender offer (the Offer) and related consent solicitation (the Consent Solicitation) by its subsidiaries, Forbes Energy Services LLC and Forbes Energy Capital Inc. (together, the Issuers) for the Issuers $192,500,000 aggregate principal amount 11% Senior Secured Notes due 2015 (the Notes) has been moved earlier from 5:00 p.m., Eastern time, on June 7, 2011, to 11:59 p.m., Eastern time, on June 6, 2011, in order to coincide with the targeted closing date for the Companys previously announced private placement of new senior notes due 2019 (the New Notes).
As of 5:00 p.m., Eastern time, on May 20, 2011, a total of approximately $187,932,000, or over 97%, in aggregate principal amount of outstanding Notes were validly tendered and not validly withdrawn.
This announcement is for informational purposes only. The Offer is being made, and the Consent Solicitation was made, pursuant to the terms and subject to the conditions set forth in the Issuers Offer to Purchase and Consent Solicitation Statement dated May 9, 2011 (the Statement), and the related Consent and Letter of Transmittal, copies of which are available from the Information Agent, D. F. King & Co., Inc., by calling (800) 290-6426. The Issuers have also retained Jefferies & Company, Inc. as Dealer Manager for the Offer and Solicitation Agent for the Consent Solicitation. Questions about the Offer or the Consent Solicitation may be directed to Jefferies & Company, Inc. at (888) 708-5831 (US toll-free) or (203) 708-5831 (collect).
About the Company
Forbes Energy Services Ltd. is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas, Mississippi, Pennsylvania and Mexico.
Forward-Looking Statements
This press release includes forward-looking statements concerning the Companys tender offer for its senior secured notes, the anticipated closing of the Companys offering of New Notes and the anticipated closing of the purchase of notes tendered under such tender offer. There can be no assurance that the tender offer, the offering of the New Notes and the transactions associated therewith will be consummated. These forward-looking statements are based upon managements expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company and which could cause actual results to differ materially from such statements. Additional factors that you should consider are set forth in detail in the Risk Factors section of the Companys Annual Report on Form 10-K for the year ended December 31, 2010 (the Form 10-K), which was previously filed, as well as other filings the Company has made with the Securities and Exchange Commission.