Forbes Energy Services Ltd. (OTCMKTS:FESL) Files An 8-K Entry into a Material Definitive Agreement

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Forbes Energy Services Ltd. (OTCMKTS:FESL) Files An 8-K Entry into a Material Definitive Agreement

Forbes Energy Services Ltd. (OTCMKTS:FESL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

On December 18, 2019 Forbes Energy Services Ltd., a Delaware corporation (the “Company”) issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”) with Superior Energy Services, Inc., a Delaware corporation (“Superior”), New NAM, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Superior (“NAM”), Spieth Newco, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of the Company (“Holdco”), Spieth Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Holdco (“NAM Merger Sub”), and Fowler Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Holdco (“Fowler Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, NAM Merger Sub will merge with and into NAM and Fowler Merger Sub will merge with and into the Company, with each of NAM and the Company continuing as surviving entities and wholly owned subsidiaries of Holdco.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing information in Item 7.01 of this Current Report on Form 8-K, together with the press release attached hereto as Exhibit 99.1, is being furnished to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to Item 7.01 of this Current Report on Form 8-K.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

99.1    Press release dated December 18, 2019 announcing entry into the Merger Agreement.


Forbes Energy Services Ltd. Exhibit
EX-99.1 2 d723133dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR FURTHER INFORMATION CONTACT: Forbes Energy Services,…
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About Forbes Energy Services Ltd. (OTCMKTS:FESL)

Forbes Energy Services Ltd. (FES Ltd.) is a holding company. The Company is an independent oilfield services contractor that provides a range of well site services to oil and natural gas drilling and producing companies to develop the production of oil and natural gas. The Company’s segments are Well Servicing and Fluid Logistics. Its services include fluid disposal and well maintenance. The Company’s Well Servicing segment provides an offering of well services to oil and natural gas companies, including completions of drilled oil and natural gas wells, wellbore maintenance, workovers and recompletions, tubing testing, and plugging and abandonment services. Its Fluid Logistics segment provides a range of oilfield fluid sales, transportation, storage and disposal services that are required on workover, drilling and completion projects, and are used in daily operation of producing wells by oil and natural gas producers. It operates approximately six coiled tubing spreads.