0001437749-16-024926.txt : 20160208 0001437749-16-024926.hdr.sgml : 20160208 20160208161504 ACCESSION NUMBER: 0001437749-16-024926 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160208 DATE AS OF CHANGE: 20160208 GROUP MEMBERS: SPH GROUP HOLDINGS LLC GROUP MEMBERS: SPH GROUP LLC GROUP MEMBERS: STEEL PARTNERS HOLDINGS GP INC GROUP MEMBERS: STEEL PARTNERS HOLDINGS LP SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86706 FILM NUMBER: 161395841 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Steel Excel Inc. CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 2603 CAMINO RAMON, SUITE 200 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: ADPT Corp DATE OF NAME CHANGE: 20100624 FORMER COMPANY: FORMER CONFORMED NAME: ADAPTEC INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 sxcl20160208_sc13da.htm SCHEDULE 13D/A sxcl20160208_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 5)1

 

Forbes Energy Services Ltd.

(Name of Issuer)

 

Common Stock, par value $0.04

(Title of Class of Securities)

 

345143101
(CUSIP Number)

 

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 4, 2016

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 
 

  

1

NAME OF REPORTING PERSONS

 

STEEL EXCEL INC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  

                                                                                                                                                                                                                                    (a) ☐

                                                                                                                                                                                                                                    (b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

WC

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

7

SOLE VOTING POWER

 

- 0 -

OWNED BY
EACH
REPORTING

8

SHARED VOTING POWER

 

3,550,269

  PERSON WITH

9

SOLE DISPOSITIVE POWER

 

- 0 -

 

10

SHARED DISPOSITIVE POWER

 

3,550,269

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,550,269

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                     ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.0%

14

TYPE OF REPORTING PERSON

 

CO

 

 
 
 

 

1

NAME OF REPORTING PERSONS

 

STEEL PARTNERS HOLDINGS L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                                                                                                                                                    (a) ☐

                                                                                                                                                                                                                                    (b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

 

- 0 -

OWNED BY

EACH

REPORTING

8

SHARED VOTING POWER

 

3,550,269

PERSON WITH

9

SOLE DISPOSITIVE POWER

 

- 0 -

 

10

SHARED DISPOSITIVE POWER

 

3,550,269

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,550,269

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                     ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.0%

14

TYPE OF REPORTING PERSON

 

PN

 

 

 
 
 

 

1

NAME OF REPORTING PERSONS

 

SPH GROUP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                                                                                                                                                    (a) ☐

                                                                                                                                                                                                                                    (b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

 

- 0 -

OWNED BY

EACH

REPORTING

8

SHARED VOTING POWER

 

3,550,269

PERSON WITH

9

SOLE DISPOSITIVE POWER

 

- 0 -

 

10

SHARED DISPOSITIVE POWER

 

3,550,269

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,550,269

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                     ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.0%

14

TYPE OF REPORTING PERSON

 

OO

 

 

 
 
 

 

1

NAME OF REPORTING PERSONS

 

SPH GROUP HOLDINGS LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

                                                                                                                                                                                                                    (a) ☐

                                                                                                                                                                                                                    (b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

 

- 0 -

OWNED BY 

EACH

REPORTING 

8

SHARED VOTING POWER

 

3,550,269

PERSON WITH

9

SOLE DISPOSITIVE POWER

 

- 0 -

 

10

SHARED DISPOSITIVE POWER

 

3,550,269

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,550,269

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                     ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.0%

14

TYPE OF REPORTING PERSON

 

OO

 

 

 

 
 
 

 

1

NAME OF REPORTING PERSONS

 

STEEL PARTNERS HOLDINGS GP INC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                                                                                                                                                                                    (a) ☐

                                                                                                                                                                                                                                    (b) ☐

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

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

7

SOLE VOTING POWER

 

- 0 -

OWNED BY

EACH 

REPORTING

8

SHARED VOTING POWER

 

3,550,269

PERSON WITH

9

SOLE DISPOSITIVE POWER

 

- 0 -

 

10

SHARED DISPOSITIVE POWER

 

3,550,269

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,550,269

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                     ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.0%

14

TYPE OF REPORTING PERSON

 

CO

 

 

 
 
 

 

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

 

Item 3.          Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:          

 

The aggregate purchase price of the 3,550,269 Shares owned directly by Steel Excel is approximately $12,740,796, including brokerage commissions. The Shares owned directly by Steel Excel were acquired with the working capital of Steel Excel.

 

Set forth on Schedule A annexed hereto (“Schedule A”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Schedule A to Amendment No. 1, filed with the Securities and Exchange Commission on May 28, 2013 (“Amendment No. 1 Schedule A”).

 

Item 5.          Interest in Securities of the Issuer.

 

Item 5(a)-(c) is hereby amended and restated to read as follows:          

 

(a)     The aggregate percentage of Shares reported owned by each person named herein is based upon 22,210,355 Shares outstanding, which is the total number of Shares outstanding as of November 9, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2015.

 

As of the close of business on February 5, 2016, Steel Excel owns directly 3,550,269 Shares, constituting approximately 16.0% of the Shares outstanding. By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of SPHG Holdings, Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

 

Set forth on Schedule A is the aggregate number and percentage of Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Amendment No. 1 Schedule A. Unless otherwise indicated thereon, each of the persons listed on Schedule A has (i) the sole power to vote and dispose of the Shares they beneficially own, if any, and (ii) the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that they beneficially own, if any.

 

(b)     Each of Steel Excel, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by Steel Excel.

 

(c)     Schedule B annexed hereto (“Schedule B”) lists all transactions in the Shares of the Issuer by the Reporting Persons during the past 60 days.  All of such transactions were effected in the open market.

 

 

 
 
 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 8, 2016

STEEL EXCEL INC.

   
 

By:

  /s/ James F. McCabe, Jr. 
   

James F. McCabe, Jr., Chief Financial Officer

     
     
 

STEEL PARTNERS HOLDINGS L.P.

   
 

By:

Steel Partners Holdings GP Inc.
General Partner

   
 

By:

  /s/ Jack L. Howard 
   

Jack L. Howard, President

     
     
 

SPH GROUP LLC

   
 

By:

Steel Partners Holdings GP Inc.
Managing Member

   
 

By:

   /s/ Jack L. Howard
   

Jack L. Howard, President

     
     
 

SPH GROUP HOLDINGS LLC

   
 

By:

Steel Partners Holdings GP Inc.
Manager

   
 

By:

  /s/ Jack L. Howard 
   

Jack L. Howard, President

     
     
 

STEEL PARTNERS HOLDINGS GP INC.

   
 

By:

   /s/ Jack L. Howard
   

Jack L. Howard, President

 

 

 
 
 

 

SCHEDULE A

 

Interest in Securities of the Issuer by the Persons, Who Are Not Reporting Persons, Listed on Amendment No. 1 Schedule A

 

Name

Number of Shares

Beneficially Owned

Percentage

Aggregate Cost

Jack L. Howard

5,000*

Less than 1%

$28,529.50

 

 

 

* Owned directly by Mr. Howard's IRA Account.  

 

 
 
 

 

SCHEDULE B

 

Transactions in the Shares During the Past 60 Days

 

Class of
Security

Securities
Sold

Price ($)

Date of
Sale

STEEL EXCEL INC.

 

Common Stock

52,750

0.2500

1/7/2016

Common Stock

304

0.2439

1/11/2016

Common Stock

500

0.2180

1/12/2016

Common Stock

14,533

0.2321

1/14/2016

Common Stock

3,794

0.2304

1/15/2016

Common Stock

1,000

0.2285

1/19/2016

Common Stock

501

0.2200

1/20/2016

Common Stock

1,000

0.2300

1/21/2016

Common Stock

5,068

0.2204

1/22/2016

Common Stock

1,400

0.2273

1/25/2016

Common Stock

500

0.2300

1/26/2016

Common Stock

6,831

0.2217

1/27/2016

Common Stock

1,892

0.2346

1/28/2016

Common Stock

10,000

0.2904

2/4/2016