4//SEC Filing
Solace Capital Partners, L.P. 4
Accession 0000905148-20-000518
CIK 0001434842other
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 5:19 PM ET
Size
16.4 KB
Accession
0000905148-20-000518
Insider Transaction Report
Form 4
Solace General Partner, LLC
10% OwnerOther
Transactions
- Other
5.00% Subordinated convertible PIK notes due 2020
2020-04-16(indirect: See footnote)→ Common Stock (709,253 underlying) - Other
Common Stock
2020-04-16+709,253→ 1,656,521 total(indirect: See footnote)
Solace Forbes Holdings, LLC
10% OwnerOther
Transactions
- Other
5.00% Subordinated convertible PIK notes due 2020
2020-04-16(indirect: See footnote)→ Common Stock (709,253 underlying) - Other
Common Stock
2020-04-16+709,253→ 1,656,521 total(indirect: See footnote)
Solace Capital Partners, L.P.
10% OwnerOther
Transactions
- Other
Common Stock
2020-04-16+709,253→ 1,656,521 total(indirect: See footnote) - Other
5.00% Subordinated convertible PIK notes due 2020
2020-04-16(indirect: See footnote)→ Common Stock (709,253 underlying)
Solace Capital Special Situations Fund, L.P.
10% OwnerOther
Transactions
- Other
Common Stock
2020-04-16+709,253→ 1,656,521 total(indirect: See footnote) - Other
5.00% Subordinated convertible PIK notes due 2020
2020-04-16(indirect: See footnote)→ Common Stock (709,253 underlying)
Footnotes (6)
- [F1]Represents shares of common stock, par value $0.01, of Forbes Energy Services Ltd. (the "Issuer") acquired on April 16, 2020 upon an exchange of $93,418 aggregate principal amount of the Issuer's 5.00% subordinated convertible PIK notes due 2020 (the "Notes") pursuant to the Exchange and Contribution Agreement, dated as of December 18, 2019, by and among the Issuer, Arita Energy, Inc. f/k/a Spieth Newco, Inc., Ascribe Capital LLC and Solace Capital Partners, L.P (the "ECA"), entered into in connection with the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy Services, Arita Energy, Inc., Spieth Merger Sub, Inc. and Fowler Merger Sub, Inc. (the "Merger Agreement" and the mergers contemplated thereby, the "Merger").
- [F2]Pursuant to the terms of the ECA, immediately prior to the consummation of the Merger, and subject to the terms and conditions of the ECA and the satisfaction or waiver of the conditions set forth in Section 8.01 of the Merger Agreement, Solace Capital Partners, L.P. ("Solace Capital") will contribute all outstanding Notes then held by it and its affiliates in exchange for shares of Arita Class A Common Stock at a price of $30.53.
- [F3][Continuation of prior footnote] Pursuant to the Indenture, dated as of March 4, 2019, by and between the Issuer and Wilmington Trust, National Association, as Trustee, 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 (each a "Mandatory Conversion").
- [F4]Interest on the Notes is payable on each June 30 and December 31. Interest on the Notes is 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). This amount represents the value of the Notes, inclusive of interest payments through December 31, 2019.
- [F5]The amount of shares of Common Stock that the Reporting Persons may receive either pursuant to the ECA or upon a Mandatory Conversion is unknown at the time of filing as the amount of accrued interest on the Notes is not known.
- [F6]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.
Documents
Issuer
Forbes Energy Services Ltd.
CIK 0001434842
Entity typeother
Related Parties
1- filerCIK 0001702974
Filing Metadata
- Form type
- 4
- Filed
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 5:19 PM ET
- Size
- 16.4 KB