SEC Form 4 · accession 0000905148-19-000407
Forbes Energy Services Ltd. · FLSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Solace Capital Special Situations Fund, L.P.
10% Owner · Other
Solace Capital Partners, L.P.
10% Owner · Other
Solace Forbes Holdings, LLC
10% Owner · Other
Solace General Partner, LLC
10% Owner · Other
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 9:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434842
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (right to buy)F1,F4 | — | Feb 28, 2019 | X | 94,726 | D | Feb 13, 2019 | Feb 28, 2019 | 5.00% subordinated convertible PIK notes due 2020 | — | 0 | I |
| 5.00% subordinated convertible PIK notes due 2020F1,F4,F3 | — | Feb 28, 2019 | X | — | A | — | Jun 30, 2020 | Common Stock | — | — | I |
| 5.00% subordinated convertible PIK notes due 2020F2,F4,F3 | — | Feb 28, 2019 | P | — | A | — | Jun 30, 2020 | Common Stock | — | — | I |
Explanation of responses
- F1Represents the Reporting Persons' exercise of subscription rights in the Issuer's pro-rata subscription rights offering to holders of the Issuer's Common Stock, as described in the Issuer's prospectus dated February 13, 2019 (the "Rights Offering"). Each Common Stock holder of record as of January 22, 2019 received one right for each ten shares of Common Stock. Each right entitled 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. No fractional Notes were issued pursuant to the Rights Offering and exercises of rights were rounded down to the nearest whole increment of $100.
- F2Represents the Reporting Persons' acquisition of additional Notes in the Rights Offering pursuant to the backstop commitment letter, dated November 16, 2018, filed as exhibit 10.4 to Issuer's current report on Form 8-K filed with the SEC on November 23, 2018.
- F3Upon 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.
- F4Solace Capital Partners, L.P. ("Solace Capital") is the investment manager of, and Solace General Partner, LLC ("Solace GP") is the general partner of, Solace Capital Special Situations Fund, L.P. which is the 100% owner of Solace Forbes Holdings, LLC, which directly holds the Common Stock reported herein. Each of Solace Capital and Solace GP disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of its pecuniary interest, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.