4//SEC Filing
Ascribe Associates III, LLC 4
Accession 0001567619-19-006081
CIK 0001434842other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 9:44 PM ET
Size
20.5 KB
Accession
0001567619-19-006081
Insider Transaction Report
Form 4
Ascribe Opportunities Fund III, L.P.
10% Owner
Transactions
- Purchase
5.00% Subordinated convertible PIK notes due 2020
2019-02-28$27528100.00/sh+27,528,100$757,796,289,610,000→ 27,528,100 total→ Common Stock - Exercise of In-Money
Subscription Rights (right to buy)
2019-02-28−116,083→ 0 totalFrom: 2019-02-14Exp: 2019-02-28→ 5.00% subordinated convertible PIK notes due 2020 (27,128,100 underlying)
Transactions
- Exercise of In-Money
Subscription Rights (right to buy)
2019-02-28−116,083→ 0 totalFrom: 2019-02-14Exp: 2019-02-28→ 5.00% subordinated convertible PIK notes due 2020 (27,128,100 underlying) - Purchase
5.00% Subordinated convertible PIK notes due 2020
2019-02-28$27528100.00/sh+27,528,100$757,796,289,610,000→ 27,528,100 total→ Common Stock
Ascribe Associates III, LLC
10% Owner
Transactions
- Exercise of In-Money
Subscription Rights (right to buy)
2019-02-28−116,083→ 0 totalFrom: 2019-02-14Exp: 2019-02-28→ 5.00% subordinated convertible PIK notes due 2020 (27,128,100 underlying) - Purchase
5.00% Subordinated convertible PIK notes due 2020
2019-02-28$27528100.00/sh+27,528,100$757,796,289,610,000→ 27,528,100 total→ Common Stock
Ascribe Capital LLC
10% Owner
Transactions
- Exercise of In-Money
Subscription Rights (right to buy)
2019-02-28−116,083→ 0 totalFrom: 2019-02-14Exp: 2019-02-28→ 5.00% subordinated convertible PIK notes due 2020 (27,128,100 underlying) - Purchase
5.00% Subordinated convertible PIK notes due 2020
2019-02-28$27528100.00/sh+27,528,100$757,796,289,610,000→ 27,528,100 total→ Common Stock
Ascribe III Investments LLC
10% Owner
Transactions
- Exercise of In-Money
Subscription Rights (right to buy)
2019-02-28−116,083→ 0 totalFrom: 2019-02-14Exp: 2019-02-28→ 5.00% subordinated convertible PIK notes due 2020 (27,128,100 underlying) - Purchase
5.00% Subordinated convertible PIK notes due 2020
2019-02-28$27528100.00/sh+27,528,100$757,796,289,610,000→ 27,528,100 total→ Common Stock
AMERICAN SECURITIES LLC
10% Owner
Transactions
- Purchase
5.00% Subordinated convertible PIK notes due 2020
2019-02-28$27528100.00/sh+27,528,100$757,796,289,610,000→ 27,528,100 total→ Common Stock - Exercise of In-Money
Subscription Rights (right to buy)
2019-02-28−116,083→ 0 totalFrom: 2019-02-14Exp: 2019-02-28→ 5.00% subordinated convertible PIK notes due 2020 (27,128,100 underlying)
Footnotes (6)
- [F1]Represents the pro rata exercise of subscription rights in the Forbes Energy Services Ltd. (the "Issuer") rights offering, as described in the Issuer's prospectus dated February 13, 2019 (the "Prospectus"), by Ascribe III Investments LLC ("Fund III"), with each right entitling 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. Fund III acquired the Notes that were not subject to the exercise of its rights in the Rights Offering pursuant to the backstop commitment letter, dated November 16, 2018, filed as exhibit 10.4 to the Issuer's Current Report on Form 8-K filed with the SEC on November 23, 2018.
- [F2]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.
- [F3]Interest on the Notes will be payable on each June 30 and December 31, commencing on June 30, 2019. Interest on the Notes will be 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).
- [F4]The amount of shares of Common Stock that the Reporting Persons may receive upon mandatory conversion of the Notes is unknown at the time of filing.
- [F5]Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Ascribe II Investments LLC ("Fund II" and, together with Fund III, the "Funds"), Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B).
- [F6]Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of its pecuniary interests.
Documents
Issuer
Forbes Energy Services Ltd.
CIK 0001434842
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001703901
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 9:44 PM ET
- Size
- 20.5 KB