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)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Forbes Energy Services Ltd.
(Name of Issuer)
|
Common stock, par value of $0.01 per share
(Title of Class of Securities)
|
345143200
(CUSIP Number)
|
Eric Schondorf
Ascribe Capital LLC 299 Park Avenue, 34th Floor New York, NY 10171 (212) 476-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
With a copy to:
|
Brian E. Hamilton, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
|
April 16, 2020
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 345143200
|
13D
|
Page 1 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe Capital LLC
|
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|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
|
|
|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.7%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, OO
|
|
|
|||
|
|
1 |
Represents 2,123,947 shares of common stock, $0.01 par value (“Common Stock”), of Forbes Energy Services Ltd., a Delaware corporation (the “Issuer”),
owned by Ascribe III Investments LLC (“Fund III”). Ascribe Opportunities Fund III, L.P (“Opportunities III”) and Ascribe Opportunities Fund III(B), L.P (“Opportunities III(B)”) are the sole owners of Fund III. Ascribe
Capital LLC (“Ascribe”) is the investment manager of Opportunities III and Opportunities III(B).
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the Issuer’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 (the “10-K”), after giving effect to the transactions described in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 2 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
American Securities LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,249,4221
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,249,4221
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,249,4221
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
29.4%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1 |
Represents 2,123,947 shares of Common Stock owned by Fund III and 125,475 shares of Common Stock owned by Ascribe II
Investments LLC (“Fund II”). Ascribe is the investment manager of Opportunities III and Opportunities III(B), which are the sole owners of Fund III. Ascribe
Management LLC (“Ascribe Management”) is the investment manager of Ascribe Opportunities Fund II, L.P. (“Opportunities
II”) and Ascribe Opportunities Fund II(B), L.P. (“Opportunities II(B)”), which are the sole owners of Fund II. American Securities LLC (“American Securities”) is the 100% owner of Ascribe and Ascribe Management.
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the
transactions described in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 3 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe III Investments LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.7%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1 |
Represents 2,123,947 shares of Common Stock owned by Fund III.
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the transactions described in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 4 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe Opportunities Fund III, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.7%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1 |
Represents 2,123,947 shares of Common Stock owned by Fund III. Opportunities III and Opportunities III(B) are the sole owners of Fund III.
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the transactions
described in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 5 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe Opportunities Fund III(B), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.7%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1 |
Represents 2,123,947 shares of Common Stock owned by Fund III. Opportunities III and Opportunities III(B) are the sole owners of
Fund III.
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the transactions described in Item
4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 6 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe Associates III, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,123,9471
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
27.7%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1 |
Represents 2,123,947 shares of Common Stock owned by Fund III. Opportunities III and Opportunities III(B) are the sole owners of
Fund III. Ascribe Associates III, LLC (“Associates III”) is the general partner of Opportunities III and Opportunities III(B).
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the
transactions described in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 7 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe Management LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, OO
|
|
|
|||
|
|
1 |
Represents 125,475 shares of Common Stock owned by Fund II. Opportunities II and Opportunities II(B) are the sole owners of
Fund II. Ascribe Management is the investment manager of Opportunities II and Opportunities II(B).
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the transactions described in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 8 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe II Investments LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1 |
Represents 125,475 shares of Common Stock owned by Fund II.
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the transactions
described in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 9 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe Opportunities Fund II, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1 |
Represents 125,475 shares of Common Stock owned by Fund II. Opportunities II and Opportunities II(B) are the sole
owners of Fund II.
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the transactions described
in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 10 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe Opportunites Fund II(B), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1 |
Represents 125,475 shares of Common Stock owned by Fund II. Opportunities II and Opportunities II(B) are the sole
owners of Fund II.
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving
effect to the transactions described in Item 4. See Item 5.
|
CUSIP No. 345143200
|
13D
|
Page 11 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ascribe Associates II, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
125,4751
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1 |
Represents 125,475 shares of Common Stock owned by Fund II. Opportunities II and Opportunities II(B) are the sole owners of Fund II.
Ascribe Associates II, LLC (“Associates II”) is the general partner of Opportunities II and Opportunities II(B).
|
2 |
This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the transactions described in
Item 4. See Item 5.
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of the Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Materials to be Filed as Exhibits
|
7.4**
|
Loan and Security Agreement, dated as of April 13, 2017, by and among Forbes Energy Services Ltd., Forbes Energy Services LLC, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC, Cretic Energy Services, LLC,
Wilmington Trust, National Association and the lenders from time to time thereto.
|
7.6****
|
Amendment No. 1 to Loan and Security Agreement, dated as of November 16, 2018.
|
7.7*****
|
Amendment No. 2 to Loan and Security Agreement, dated as of May 28, 2019.
|
7.8******
|
Amendment No. 3 to Loan and Security Agreement, dated as of March 23, 2020.
|
****
|
Incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed November 23, 2018.
|
*****
|
Incorporated by reference to Exhibit 10.18 to the Issuer’s Annual Report on Form 10-K filed with the SEC on March 23, 2020.
|
******
|
Incorporated by reference to Exhibit 10.22 to the Issuer’s Annual Report on Form 10-K filed with the SEC on March 23, 2020.
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 20, 2020
Ascribe Capital LLC
|
||||
By:
|
/s/ Lawrence First
|
|||
Name:
|
Lawrence First
|
|||
Title:
|
Managing Director
|
American Securities LLC
|
||||
By:
|
/s/ Michael G. Fisch
|
|||
Name:
|
Michael G. Fisch
|
|||
Title:
|
Chief Executive Officer
|
Ascribe III Investments LLC
|
||||
By Ascribe Capital LLC, its investment manager
|
||||
By:
|
/s/ Lawrence First
|
|||
Name:
|
Lawrence First
|
|||
Title:
|
Managing Director
|
Ascribe Opportunities Fund III, L.P.
|
||||
By Ascribe Capital LLC, its investment manager
|
||||
By:
|
/s/ Lawrence First
|
|||
Name:
|
Lawrence First
|
|||
Title:
|
Managing Director
|
Ascribe Opportunities Fund III(B), L.P.
|
||||
By Ascribe Capital LLC, its investment manager
|
||||
By:
|
/s/ Lawrence First
|
|||
Name:
|
Lawrence First
|
|||
Title:
|
Managing Director
|
Ascribe Associates III, LLC
|
||||
By American Securities LLC, its managing member
|
||||
By:
|
/s/ Michael G. Fisch
|
|||
Name:
|
Michael G. Fisch
|
|||
Title:
|
Chief Executive Officer
|
Ascribe Management LLC
|
||||
By:
|
/s/ Lawrence First
|
|||
Name:
|
Lawrence First
|
|||
Title:
|
Managing Director
|
Ascribe II Investments LLC
|
||||
By Ascribe Management LLC, its investment manager
|
||||
By:
|
/s/ Lawrence First
|
|||
Name:
|
Lawrence First
|
|||
Title:
|
Managing Director
|
Ascribe Opportunities Fund II, L.P.
|
||||
By Ascribe Management LLC, its investment manager
|
||||
By:
|
/s/ Lawrence First
|
|||
Name:
|
Lawrence First
|
|||
Title:
|
Managing Director
|
Ascribe Opportunities Fund II(B), L.P.
|
||||
By Ascribe Management LLC, its investment manager
|
||||
By:
|
/s/ Lawrence First
|
|||
Name:
|
Lawrence First
|
|||
Title:
|
Managing Director
|
Ascribe Associates II, LLC
|
||||
By American Securities LLC, its managing member
|
||||
By:
|
/s/ Michael G. Fisch
|
|||
Name:
|
Michael G. Fisch
|
|||
Title:
|
Chief Executive Officer
|