CUSIP No. 345143200 | SCHEDULE 13D |
Page 2 of 11 Pages |
1
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NAMES OF REPORTING PERSONS
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Solace Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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947,2681
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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947,2681
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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947,2681
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.6%2
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN, HC
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 3 of 11 Pages |
1
|
NAMES OF REPORTING PERSONS
|
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||
Solace General Partner, LLC
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|
|||
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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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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
947,2683
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
947,2683
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
947,2683
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.6%2
|
|
|
|||
|
|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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|||
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 4 of 11 Pages |
1
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NAMES OF REPORTING PERSONS
|
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Solace Capital Special Situations Fund, L.P.
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|
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
|
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||
|
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|||
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|
||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
|
|
||||
|
|
||||
6
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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
|
|
|
||
947,2684
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
947,2684
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
947,2684
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN, HC
|
|
|
|||
|
|
CUSIP No. 345143200 | SCHEDULE 13D |
Page 5 of 11 Pages |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Solace Forbes Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
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 OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
947,2685
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
947,2685
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
947,2685
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.6%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 345143200 | SCHEDULE 13D |
Page 6 of 11 Pages |
Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 7 of 11 Pages |
Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of the Transaction
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 8 of 11 Pages |
Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 9 of 11 Pages |
Item 7. | Materials to be Filed as Exhibits |
Exhibit No.
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Description
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1
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Joint Filing Agreement pursuant to Rule 13d-1(k), dated as of December 30, 2019, by and among Solace Capital Partners, L.P., Solace General Partner LLC, Solace Capital Special Situations Fund, L.P.
and Solace Forbes Holdings
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7.1
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Voting and Support Agreement, dated as of December 18, 2019, by and among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy Services Ltd. and Solace Capital Partners, L.P. (incorporated by reference to Exhibit 10.2 to the
Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2019).
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7.2
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Exchange and Contribution Agreement, dated as of December 18, 2019, by and among Forbes Energy Services Ltd., Spieth Newco, Inc., Ascribe Capital LLC, and Solace Capital Partners, L.P. (incorporated by reference to Exhibit 1.1 to the
Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2019).
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7.3
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Indenture for 5.00% Subordinated Convertible PIK Notes due 2020, dated as of March 4, 2019, by and between Forbes Energy Services Ltd. and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the
Issuer’s Current Report on Form 8-K filed with the SEC on March 4, 2018).
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7.4
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Loan and Security Agreement, dated as of April 13, 2017, by and among by and among the 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, as amended by Amendment No. 1 to Loan and Security Agreement and Pledge and Security Agreement, dated as of November 16, 2018 and
Amendment No. 2 to Loan and Security Agreement, dated as of May 28, 2019 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on April 18, 2017).
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CUSIP No. 345143200 | SCHEDULE 13D |
Page 10 of 11 Pages |
7.5
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Registration Rights Agreement by and among Forbes Energy Services Ltd. and certain holders identified therein dated as of April 13, 2017 (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement filed on Form
8-A filed with the SEC on April 18, 2017).
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SCHEDULE 13D |
Page 11 of 11 Pages |
Solace Capital Partners, L.P. | |||
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By:
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/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
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Title: |
Principal, Chief Financial Officers &
Chief Compliance Officer
|
Solace General Partner LLC |
|||
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By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officers &
Chief Compliance Officer
|
Solace Capital Special Situations Fund, L.P. |
|||
By Solace Capital Partners, L.P., its investment manager |
|||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officers &
Chief Compliance Officer
|
Solace Forbes Holdings LLC |
|||
By Solace Capital Partners, L.P., its Manager |
|||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officers &
Chief Compliance Officer
|
Solace Capital Partners, L.P. | |||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officers &
Chief Compliance Officer
|
Solace General Partner LLC |
|||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officers &
Chief Compliance Officer
|
Solace Capital Special Situations Fund, L.P. |
|||
By Solace Capital Partners, L.P., its investment manager |
|||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officers &
Chief Compliance Officer
|
Solace Forbes Holdings LLC |
|||
By Solace Capital Partners, L.P., its Manager |
|||
|
By:
|
/s/ Xavier Corzo | |
Name: |
Xavier Corzo
|
||
Title: |
Principal, Chief Financial Officers &
Chief Compliance Officer
|