0001434842-16-000113.txt : 20160916 0001434842-16-000113.hdr.sgml : 20160916 20160916133108 ACCESSION NUMBER: 0001434842-16-000113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160913 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160916 DATE AS OF CHANGE: 20160916 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: 161888956 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 fesltd-8xkreforbearanceagr.htm 8-K Document




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: September 13, 2016

(Date of earliest event reported)

Forbes Energy Services Ltd.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
 
 
Texas
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):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
As previously disclosed, on July 15, 2016, Forbes Energy Services Ltd., or the Company, and its subsidiaries, or the Guarantor Subs, entered into a forbearance agreement, of the Indenture Forbearance Agreement, with holders of over a majority of the Company’s 9% senior notes due 2019, or the Forbearing Holders, pursuant to the indenture, dated as of June 7, 2011, among the Company, as issuer, the Guarantor Subs, as subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee, governing the terms of the 9% senior notes due 2019, or the Indenture. Pursuant to the Indenture Forbearance Agreement, the Forbearing Holders agreed that they would forbear through September 16, 2016 from exercising default remedies or accelerating any indebtedness under the Indenture resulting from the Company’s failure to make its semi-annual interest payment due on June 15, 2016 on the 9% senior notes due 2019.
On September 13, 2016, the Company, the Guarantor Subs and the Forbearing Holders agreed to amend the Indenture Forbearance Agreement to extend the forbearance period thereunder until the earlier to occur of (i) 11:59 p.m. prevailing Central Time on October 14, 2016 and (ii) certain other specified events under the terms of the Indenture Forbearance Agreement. The Company remains in active discussions with the Forbearing Holders with respect to a proposed financial restructuring of the Company.
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the amendment to the Indenture Forbearance Agreement, a copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated by reference.

Item 9.01 – Financial Statements and Exhibits
 
(d)
Exhibits.
 
 
 
10.1
Amendment No. 1 to the Forbearance Agreement, dated as of September 13, 2016, by and among Forbes Energy Services Ltd., as issuer, or the Issuer, of the 9% senior notes due 2019, or the Notes, issued pursuant to that certain indenture dated as of June 7, 2011 by and among the Issuer, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee, Forbes Energy Services, LLC, TX Energy Services, LLC, C.C. Forbes, LLC and Forbes Energy International, LLC, or the Guarantors, and certain beneficial holders of the Notes party thereto.
 
 
 
 

 



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: September 16, 2016                By: /s/ L. Melvin Cooper
L. Melvin Cooper
Senior Vice President and Chief Financial Officer
 
 

 
EX-10.1 2 exhibit101toform8-krefirst.htm EXHIBIT 10.1 Exhibit
Exhibit 10.1

AMENDMENT NO. 1 TO THE FORBEARANCE AGREEMENT
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of September 13, 2016, to the Forbearance Agreement dated July 15, 2016 (the “Forbearance Agreement”), by and among (1) FORBES ENERGY SERVICES LTD, a Texas corporation (the “Issuer”), as issuer of the 9% Senior Notes due 2019 (the “Notes”) issued pursuant to that certain indenture dated as of June 7, 2011 (the “Indenture”) by and among the Issuer, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (2) the following affiliates of the Issuer: FORBES ENERGY SERVICES, LLC, a limited liability company formed under the laws of the State of Delaware (“Energy Services”), TX ENERGY SERVICES, LLC, a limited liability company formed under the laws of the State of Delaware (“TX Energy”), C.C. FORBES, LLC, a limited liability company formed under the laws of the State of Delaware (“C.C.”), and FORBES ENERGY INTERNATIONAL, LLC, a limited liability company formed under the laws of the State of Delaware (“International”; and together with Energy Services, TX Energy, and C.C., each a “Guarantor” and collectively, the “Guarantors”), and, together with the Issuer, the “Obligor Parties”) and (3) certain beneficial holders of the Notes that are party hereto (the “Forbearing Holders”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Forbearance Agreement.
WHEREAS, the Obligor Parties and the Forbearing Holders desire to amend the Forbearance Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the receipt and sufficiency of which are severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1.
Definition of Forbearance Termination Date: Section 1(a) of the Forbearance Agreement with respect to the definition of the “Forbearance Termination Date” is hereby amended and restated in its entirety as follows:
Forbearance Termination Date” shall mean the sooner to occur of (a) 11:59 o’clock p.m. Central Standard Time on October 14, 2016 and (b) the date on which the agreement to forbear terminates as provided in Section 4 of this Agreement.”
2.
No Other Amendment: Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Forbearance Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
[Remainder of page intentionally left blank]







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered on the date first written above.

 
 
ISSUER:

 
 
FORBES ENERGY SERVICES LTD
 
 
 
 
 
By:___________________________________
 
 
Name: _____________________________
 
 
Title:_______________________________
 
 
 
 
 
 
GUARANTORS
:

FORBES ENERGY SERVICES, LLC
 
 
 
 
 
By:___________________________________
 
 
Name: _____________________________
 
 
Title:_______________________________
 
 
 
 
 
TX ENERGY SERVICES, LLC
 
 
 
 
 
By:___________________________________
 
 
Name: _____________________________
 
 
Title:_______________________________
 
 
 
 
 
C. C. FORBES, LLC
 
 
 
 
 
By:___________________________________
 
 
Name: _____________________________
 
 
Title:_______________________________
 
 
 
 
 
FORBES ENERGY INTERNATIONAL, LLC
 
 
 
 
 
By:___________________________________
 
 
Name: _____________________________
 
 
Title:_______________________________






[Signature Page to Amendment No. 1 to Forbearance Agreement (Forbes Energy Services)]






 
 

HOLDERS:
 
 
 
 
 
By:___________________________________
 
 
Name:_________________________________
 
 
Title: _________________________________
 
 
 
 
 
By:___________________________________
 
 
Name:_________________________________
 
 
Title: _________________________________
 
 
 
 
 
By:___________________________________
 
 
Name:_________________________________
 
 
Title: _________________________________
 
 
 
 
 
By:___________________________________
 
 
Name:_________________________________
 
 
Title: _________________________________
 
 
 
 
 
By:___________________________________
 
 
Name:_________________________________
 
 
Title: _________________________________
















[Signature Page to Amendment No. 1 to Forbearance Agreement (Forbes Energy Services)]