0001567619-19-006081.txt : 20190304 0001567619-19-006081.hdr.sgml : 20190304 20190304214443 ACCESSION NUMBER: 0001567619-19-006081 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: Ascribe Associates III, LLC CENTRAL INDEX KEY: 0001703901 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656471 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Opportunities Fund III(B), L.P. CENTRAL INDEX KEY: 0001570000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656472 BUSINESS ADDRESS: STREET 1: C/O ASOF ASSOCIATES III, LLC STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-8000 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: C/O ASOF ASSOCIATES III, LLC STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-8000 FORMER NAME: FORMER CONFORMED NAME: American Securities Opportunities Fund III(B), L.P. DATE OF NAME CHANGE: 20130219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Opportunities Fund III, L.P. CENTRAL INDEX KEY: 0001570001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656473 BUSINESS ADDRESS: STREET 1: C/O ASOF ASSOCIATES III, LLC STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-8000 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: C/O ASOF ASSOCIATES III, LLC STREET 2: 299 PARK AVENUE, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171-8000 FORMER NAME: FORMER CONFORMED NAME: American Securities Opportunities Fund III, L.P. DATE OF NAME CHANGE: 20130219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMERICAN SECURITIES LLC CENTRAL INDEX KEY: 0001475483 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656474 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212 476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe III Investments LLC CENTRAL INDEX KEY: 0001673023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656475 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ascribe Capital LLC CENTRAL INDEX KEY: 0001673022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35281 FILM NUMBER: 19656476 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-476-8000 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 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 doc1.xml FORM 4 X0306 4 2019-02-28 0 0001434842 Forbes Energy Services Ltd. NONE 0001673022 Ascribe Capital LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 0 0 1 0 0001673023 Ascribe III Investments LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 0 0 1 0 0001475483 AMERICAN SECURITIES LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 0 0 1 0 0001570001 Ascribe Opportunities Fund III, L.P. 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 0 0 1 0 0001570000 Ascribe Opportunities Fund III(B), L.P. 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 0 0 1 0 0001703901 Ascribe Associates III, LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK NY 10171 0 0 1 0 Subscription Rights (right to buy) 2019-02-28 4 X 0 116083 0 D 2019-02-14 2019-02-28 5.00% subordinated convertible PIK notes due 2020 27128100 0 D 5.00% Subordinated convertible PIK notes due 2020 2019-02-28 4 P 0 27528100 27528100 A Common Stock 27528100 D Represents the pro rata exercise of subscription rights in the Forbes Energy Services Ltd. (the "Issuer") rights offering, as described in the Issuer's prospectus dated February 13, 2019 (the "Prospectus"), by Ascribe III Investments LLC ("Fund III"), with each right entitling 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. Fund III acquired the Notes that were not subject to the exercise of its rights in the Rights Offering pursuant to the backstop commitment letter, dated November 16, 2018, filed as exhibit 10.4 to the 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. Interest on the Notes will be payable on each June 30 and December 31, commencing on June 30, 2019. Interest on the Notes will be 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). The amount of shares of Common Stock that the Reporting Persons may receive upon mandatory conversion of the Notes is unknown at the time of filing. Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Ascribe II Investments LLC ("Fund II" and, together with Fund III, the "Funds"), Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B). Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of its pecuniary interests. Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2019-03-04 Ascribe Capital LLC, By: /s/ Lawrence First, as Managing Director 2019-03-04 American Securities LLC, By: /s/ Michael G. Fisch, as Chief Executive Officer 2019-03-04 Ascribe Opportunities Fund III, L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2019-03-04 Ascribe Opportunities Fund III(B), L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 2019-03-04 Ascribe Associates III, LLC, By American Securities LLC, its managing member, By: /s/ Michael G. Fisch, as Chief Executive Officer 2019-03-04