Forbes Energy Services Ltd. (OTCMKTS:FESL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
Loan and Security Agreement
On the Effective Date, the Debtors entered into a loan and
security agreement, or the New Loan Agreement, with certain
financial institutions party thereto from time to time as
lenders, or the Lenders, and Wilmington Trust, National
Association, as agent for the Lenders, or the Agent.
Forbes Energy Services LLC, a subsidiary of the Company, is the
borrower, or the Borrower, under the New Loan Agreement. The
Borrowers obligations have been guaranteed by the Company and by
TX Energy Services, LLC, C.C. Forbes, LLC and Forbes Energy
International, LLC, each direct subsidiaries of the Borrower and
indirect subsidiaries of the Company. The New Loan Agreement
provides for a term loan of $50million. Subject to certain
exceptions and permitted encumbrances, the obligations under this
loan are secured by a first priority security interest in
substantially all the assets of the Debtors. Such term loan has a
stated maturity date of April13, 2021. The proceeds of such term
loan may only be used for (i)the payment on account of the
Companys 9% senior notes due 2019 in an amount equal to
$20million; (ii)the payment of costs, expenses and fees incurred
on or prior to the Effective Date in connection with the
preparation, negotiation, execution and delivery of the New Loan
Agreement and documents related thereto; and (iii)subject to
satisfaction of certain release conditions set forth in the New
Loan Agreement, for general operating, working capital and other
general corporate purposes of the Borrower not otherwise
prohibited by the terms of the New Loan Agreement.
Borrowings under this term loan will bear interest at a rate
equal to five percent (5%) per annum payable quarterly in cash,
or the Cash Interest Rate, plus (ii)an initial PIK interest rate
of seven percent (7%) commencing July1, 2017 to be capitalized
and added to the principal amount of the term loan or, at the
election of the Borrower, paid in cash. The PIK interest
increases by two percent (2%) twelve months after the Effective
Date and every twelve months thereafter until maturity. Upon and
after the occurrence of an event of default, the Cash Interest
Rate will increase by two percentage points per annum.
The Borrower is also responsible for certain other administrative
fees and expenses. In connection with the execution of the New
Loan Agreement, the Borrower paid the Lenders a funding fee of
$3million, and paid certain Lenders a backstop fee of $2million.
The Debtors are able to voluntarily repay the outstanding term
loan at any time without premium or penalty. The Debtors are
required to use the net proceeds from certain events, including
but not limited to, the disposition of assets, certain judgments,
indemnity payments, tax refunds, pension plan refunds, insurance
awards and certain incurrences of indebtedness to repay
outstanding loans under the New Loan Agreement. The Debtors may
also be required to use cash in excess of $20million to repay
outstanding loans under the New Loan Agreement.
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The New Loan Agreement includes customary negative covenants for
an asset-based term loan, including covenants limiting the
ability of the Debtors to, among other things, (i)effect mergers
and consolidations, (ii)sell assets, (iii)create or suffer to
exist any lien, (iv)make certain investments, (v)incur debt and
(vi)transact with affiliates. In addition, the New Loan Agreement
includes customary affirmative covenants for an asset-based term
loan, including covenants regarding the delivery of financial
statements, reports and notices to the Agent. The New Loan
Agreement also contains customary representations and warranties
and event of default provisions for a secured term loan.
The foregoing description is a summary and is qualified in its
entirety by reference to the New Loan Agreement, which is
incorporated by reference to Exhibit 10.1 hereto.
Letter of Credit Facility
On the Effective Date, the outstanding principal balance of
$15million plus outstanding interest and fees under the loan and
security agreement dated as of September9, 2011 and subsequently
amended, or the Prior Loan Agreement, with Regions Bank, or
Regions, and Regions as the sole lender party thereto, was paid
off and the Prior Loan Agreement was terminated in accordance
with the Plan. On the Effective Date, the Debtors entered into a
letter of credit facility with Regions, or the New Regions
Facility, to cover the letters of credit and Bank Product
Obligations (as defined in the Prior Loan Agreement) then
outstanding under the Prior Loan Agreement. Additionally, on the
Effective Date, Regions will continue to hold the cash pledged by
the Debtors to collateralize all outstanding letters of credit
and Bank Product Obligations under the Prior Loan Agreement that
are covered by the New Regions Facility.
The foregoing description is a summary and is qualified in its
entirety by reference to the New Regions Facility, which is
incorporated by reference to Exhibit 10.2 hereto.
Registration Rights Agreement
to the Plan, on the Effective Date, the Company and certain of
its stockholders executed a registration rights agreement, or the
Registration Rights Agreement.
to the Registration Rights Agreement, among other things, any
holder that, together with such holders affiliates or,
collectively, a Demand Holder, (i)beneficially owns at least ten
percent (10%) of the outstanding shares of the reorganized
Companys common stock, or the New Common Stock, as of the
Effective Date and (ii)continues to beneficially own at least
five percent (5%) of the aggregate outstanding shares of New
Common Stock will have the right to request the Company to file
with the Securities and Exchange Commission, or the SEC, a
registration statement under the Securities Act of 1933, as
amended, or the Securities Act, or a Demand Registration, on Form
S-1, or a Long-Form Registration, or Form S-3, or a Short-Form
Registration, of all or any portion of the Registrable Securities
(as defined below) held by such holder. Notwithstanding the
foregoing, the Company shall be required to conduct no more than
two Long-Form Registrations and an unlimited number of Short-Form
Registrations for Demand Holders. Any Demand Holder may request
that any offering conducted under a Long-Form Registration or a
Short-Form Registration be underwritten.
The term Registrable Securities means at any time New Common
Stock held or beneficially owned by any party to the Registration
Rights Agreement, including (i)any New Common Stock issued to the
Plan or upon the conversion, exercise or exchange, as applicable,
of any other securities and/or interests issued to the Plan and
(ii)any shares of New Common Stock acquired in the open market or
otherwise purchased or acquired by such person after the
Effective Date; provided, however, Registrable
Securities shall irrevocably cease to constitute Registrable
Securities upon the earliest to occur of: (i)the date on which
such securities have been disposed of to an effective
registration statement under the Securities Act; (ii)the date on
which such securities have been disposed of to Rule 144
promulgated under the Securities Act; (iii)the date on which such
securities have been transferred to any person in a transfer not
complying with the provisions of the Registration Rights
Agreement governing the transfer of registration rights; and
(iv)the date on which such securities cease to be outstanding.
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to the Registration Rights Agreement, among other things, the
Company will file with the SEC a shelf registration statement on
Form S-1 promptly after the Effective Date. Following the
effectiveness of the shelf registration statement, any Demand
Holder may request to effectuate a shelf takedown off of such
shelf by means of an underwritten public offering. The Company,
however, will not be obligated to effect an underwritten shelf
takedown within 60 days after the pricing of a previous
underwritten shelf takedown.
In the event the Company proposes to file a Demand Registration
or a Company-initiated registration statement with respect to a
public offering of any class of the Companys equity securities
other than a registration statement on Form S-8 or Form S-4, such
registration a Piggyback Registration, the Company must notify
all holders of Registrable Securities of its intention to effect
such Piggyback Registration.
The Registration Rights Agreement includes customary
indemnification provisions.
The foregoing description is a summary and is qualified in its
entirety by reference to the Registration Rights Agreement, which
is attached hereto as Exhibit 10.3 and incorporated herein by
this reference.
Management Incentive Plan
On the Effective Date, to the operation of the Plan, the Forbes
Energy Services Ltd. 2017 Management Incentive Plan, or the MIP,
became effective.
The board of directors of the Company, or the Board, or a
committee of the Board, or the MIP Committee, will administer the
MIP. The MIP Committee has broad authority under the MIP to,
among other things: (i)select participants; (ii)determine the
terms and conditions, not inconsistent with the MIP, of any award
granted under the MIP; (iii)determine the number of shares to be
covered by each award granted under the MIP; and (iv)determine
the fair market value of awards granted under the MIP, subject to
certain exceptions.
Persons eligible to receive awards under the MIP include officers
and employees of the Company and its subsidiaries. The types of
awards that may be granted under the MIP include stock options,
stock appreciation rights, restricted stock, restricted stock
units, performance units, performance shares and other forms of
stock based awards.
The maximum number of New Common Shares that may be issued or
transferred to awards under the MIP is 750,000, which number may
be increased with the approval of the Companys stockholders. If
any outstanding award granted under the MIP expires or is
terminated or canceled without having been exercised or settled
in full, or if shares of New Common Stock acquired to an award
subject to forfeiture are forfeited, the shares of New Common
Stock allocable to the terminated portion of such award or such
forfeited shares will revert to the MIP and will be available for
grant under the MIP as determined by the MIP Committee in
consultation with the Chairman of the Board, subject to certain
restrictions.
As is customary in management incentive plans of this nature, in
the event of any change in the outstanding shares of New Common
Stock by reason of a stock split, stock dividend or other
non-recurring dividends or distributions, recapitalization,
merger, consolidation, spin-off, combination, repurchase or
exchange of stock, reorganization, liquidation, dissolution or
other similar corporate transaction, an equitable adjustment will
be made in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available
under the MIP. Such adjustment may include an adjustment to the
maximum number and kind of shares of stock or other securities or
other equity interests as to which awards may be granted under
the MIP, the number and kind of shares of stock or other
securities or other equity interests subject to outstanding
awards and the exercise price thereof, if applicable.
The foregoing description is a summary and is qualified in its
entirety by reference to the MIP, which is attached hereto as
Exhibit 10.4 and incorporated herein by this reference.
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Item1.02 Termination of a Material Definitive
Agreement
Equity Interests
On the Effective Date, by operation of the Plan, all agreements,
instruments, and other documents evidencing, relating to or
connected with any equity interests (which include the Companys
prior common stock, par value $0.04 per share, the Companys
preferred stock, awards under the Companys 2012 Incentive
Compensation Plan, or the Compensation Plan, and the preferred
stock purchase rights under the Rights Agreement dated as of
May19, 2008 and subsequently amended on July8, 2013, or the
Rights Agreement, between the Company and CIBC Mellon Trust
Company, as rights agent) of the Company were extinguished
without recovery.
Debt Securities
On the Effective Date, by operation of the Plan, the obligations
of the Debtors under that certain indenture dated June7, 2011
among the Company, as issuer, the guarantors party thereto and
Wells Fargo Bank, N.A., as trustee, governing the terms of the
Companys 9% senior notes due 2019, or the 9% Senior Notes, were
discharged and cancelled. Additionally, on the Effective Date,
the outstanding principal balance of $15million under the Prior
Loan Agreement was paid off and the Prior Loan Agreement was
terminated in accordance with the Plan. On the Effective Date,
the Debtors entered into the New Regions Facility to cover the
letters of credit and Bank Product Obligations (as defined in the
Prior Loan Agreement) then outstanding under the Prior Loan
Agreement.
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
The information
set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference herein.
Item3.02
Unregistered Sales of Equity Securities
On the Effective
Date, the Company issued 5,249,997 shares of New Common Stock to
holders of the 9% Senior Notes, or the Plan Shares. The Plan
Shares were issued to an exemption from the registration
requirements of the Securities Act under Section1145 of the
Bankruptcy Code.
Item3.03
Material Modification to the Rights of Securities
Holders
The information
set forth in Items 1.01, 1.02, 3.02 and 5.03 of this Current
Report on Form 8-K is incorporated by reference herein.
Item5.01
Changes in Control of Registrant.
As disclosed
elsewhere in this Current Report on Form 8-K, on the Effective
Date, all equity interests (which include the Companys prior
common stock, par value $0.04 per share, the Companys preferred
stock, awards under the Compensation Plan and the preferred stock
purchase rights under the Rights Agreement) of the Company were
extinguished without recovery and shares of New Common Stock were
issued to the Plan. As a result of the distribution of the Plan
Shares and the cancellation of such prior equity interests to the
Plan, holders of the 9% Senior Notes received one hundred percent
(50%) of the outstanding shares of New Common Stock (subject to
dilution by awards issued or issuable under the MIP on or after
the Effective Date).
As disclosed in
Item 5.02 below, to the Plan, the terms of five of the six
current members of the Board will terminate, and on the Effective
Date, the new Board of the Company, or the New Board, has five
members designated in accordance with the Plan, four of whom will
be new to the Board.
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Item5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Departure of
Directors
In accordance with
the Plan, Dale W. Bossert, Travis H. Burris, Charles C. Forbes,
Jr., Ted A. Izatt and William W. Sherrill resigned from the Board
on the Effective Date.
Appointment of
Directors
The New Board took
office on the Effective Date and consists of the following
members:
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John E. Crisp, 55, is the President and Chief Executive Officer of the Company and was appointed to such offices and elected as a director and Chairman of the Board upon the Companys formation effective April11, 2008. Since January1, 2008, Mr.Crisp has been President and Chief Executive Officer of Forbes Energy Services LLC and since June 2007, Mr.Crisp has served as an executive officer of each of TX Energy Services, LLC and C.C. Forbes, LLC, the entities that now serve as the principal operating subsidiaries of the Company. Mr.Crisp has over 32 years of oilfield services industry experience and has on three separate occasions built and later sold oilfield service businesses. Mr.Crisp currently serves as a director of Texas Champion Bank and Brush Country Bank. |
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Lawrence Larry First, 55, currently serves as the Chief Investment Officer and Managing Director of Ascribe Capital LLC, or Ascribe. Mr.First joined Ascribe in 2008. Prior to joining Ascribe, Mr.First was a Managing Director and Co-Portfolio Manager in Merrill Lynchs Principal Credit Group, a proprietary investing platform for the firms capital, where he was responsible for evaluating and managing assets in the teams North American portfolio, including non-investment grade bank loans, stressed/distressed fixed income investments and public and private equity. Prior to joining Merrill Lynch in 2003, Mr.First was a senior partner in the Bankruptcy and Restructuring department of the law firm of Fried, Frank, Harris, Shriver Jacobson LLP, where he began his legal career in 1987. At Fried Frank, he represented both debtors and creditors in both in-court and out-of court restructurings as well as lenders to, investors in, and potential buyers and sellers of, financially troubled companies. Prior to his joining Fried Franks Bankruptcy and Restructuring department, he was a member of its Corporate Department, where he became a partner in 1994. On behalf of Ascribe Capital LLC, Mr.First currently sits on the board of directors of Geokinetics Inc. since 2013, EnviroSolutions Inc. since July 2010 and Engineering Solutions Products, LLC since November 2013. He was a director on the board of Alion Science and Technology Corp. from August 2014 until August 2015. Mr.First received a Bachelor of Arts in History and Sociology from Haverford College, and a Juris Doctor from New York University School of Law. He also attended the London School of Economics. |
|
Brett G. Wyard, 47, has served as a Managing Partner of Solace Capital Partners, or Solace, which he co-founded, since April 2014. Prior to co-founding Solace, he served as a Global Partner, Managing Director and Co-Head of Carlyle Strategic Partners at The Carlyle Group from October 2005 to September 2012. Prior to Carlyle, Mr.Wyard was a Managing Director at Oaktree Capital Management LLC. Mr.Wyard has over 25 years of experience as a private equity and distressed debt investor as well as a financial advisor specializing in financial restructurings, distressed mergers and acquisitions, and investment banking. Mr.Wyard has been involved in the investment of $10.2billion of committed capital. Mr.Wyard received a Bachelor of Arts in Economics from Boston College. |
|
Rome G. Arnold III, 61, since January 2017, has |
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January 2012 through August 2016, Mr.Arnold was a Managing |
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Paul S. Butero, 59, since October 2015, has served as theExecutive Chairman of Laney Directional Drilling Co. and as an Operating Partner of Altos Energy Partners LLC. From May 2015 to October 2015, Mr.Butero worked as an independent consultant focused on mergers and acquisitions. From October 2012 to May 2015, Mr.Butero served as the President and Chief Executive Officer of Nine Energy Service LLC, a SCF Partners OFS portfolio company focused on the completion phase of resource development. Prior to joining Nine Energy Service LLC, Mr.Butero enjoyed over 32 years with Baker Hughes Incorporated, most recently serving as President of US Land Operations.He also served as President of Hughes Christensen Company (drill bits), President of Baker Atlas (wireline), and President of Baker Hughes Inteq (drilling systems). He also held a Vice President role in operations, sales and marketing as well as a number of operational management positions both domestically and internationally. Mr.Butero received his Bachelor of Arts in Geography from the University of Colorado in Boulder. |
Certain
Relationships and Related Party Transactions
The transactions
described under the headings Loan and Security Agreement and
Registration Rights Agreement in Item1.01 may be deemed to be
related party transactions. As such, the disclosure contained
under those headings is incorporated by reference into this
Item5.02.
In addition, as
discussed above, Mr.First serves as the Chief Investment Officer
and Managing Director of Ascribe and Mr.Wyard serves as a
Managing Partner of Solace. to the Plan, each of Ascribe and
Solace had the right to designate one member of the New Board.
Additionally, Ascribe and Solace had the right to jointly
designate one member of the New Board and, together with certain
other holders of the 9% Senior Notes, the right to designate the
one other member of the New Board. Furthermore, Ascribe and/or
one of more of its affiliates own approximately twenty-one and
fourth tenths percent (21.4%) of the New Common Stock outstanding
on the Effective Date and funded approximately $13.9million of
the aggregate principal amount of the term loan governed by the
New Loan Agreement. Solace and/or one of its affiliates own
approximately fifteen and eight tenths percent (15.8%) of the New
Common Stock outstanding on the Effective Date and funded
approximately $10.2million of the aggregate principal amount of
the term loan covered by the New Loan Agreement.
The disclosure
contained under the heading Loan and Security Agreement in Item
1.01 is incorporated by reference into this Item5.02.
Committees of the
Board
The standing
committees of the New Board will consist of an Audit Committee
and a Compensation Committee.
The New Board has
appointed Messrs. Arnold and Butero to serve as members of the
Audit Committee. Mr.Arnold was appointed Chairman of the Audit
Committee.
The New Board has
appointed Messrs.Arnold and Butero to serve as members of the
Compensation Committee. Mr.Butero was appointed Chairman of the
Compensation Committee.
Compensation of
Directors
Members of the New
Board, except Mr.Crisp, will each be paid an annual director
retainer of $125,000 and may receive compensation in the form of
shares of New Common Stock at an amount to be determined at a
later date. Each of Messrs. First and Wyard has directed the
Company to pay any director compensation owed to him to Ascribe
and Solace, respectively. Mr.Crisp will be compensated in
accordance with his management employment agreement, as discussed
below.
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Executive
Officers
On the Effective
Date, the executive officers of the Company are:
| John E. Crisp, President and Chief Executive Officer |
|
L. Melvin Cooper, Senior Vice President and Chief Financial Officer |
|
Steve Macek, Executive Vice President and Chief Operating Officer |
Prior to becoming
the Executive Vice President and Chief Operating Officer of the
Company, Mr.Macek served as the Executive Vice President of Well
Servicing of C.C. Forbes LLC since 2014. From 2007 to 2014,
Mr.Macek served as the Vice President of Well Servicing of C.C.
Forbes, LLC. Mr.Macek received his Bachelor of Business
Administration in Marketing, summa cum laude, from Texas AM
University in Kingsville.
On the Effective
Date, Charles C. Forbes, Jr., who previously served as Executive
Vice President and Chief Operating Officer of the Company,
elected to retire from his officer positions with the Company and
its subsidiaries but will continue as an employee of the Company
on a reduced time commitment basis.
Management
Employment Agreements
On the Effective
Date, to the Plan, Forbes Energy Services LLC entered into
(i)amended and restated employment agreements, replacing the
prior agreements, with Messrs. Crisp and Cooper and (ii)an
employment agreement with Mr.Macek, collectively, the Employment
Agreements. Below is a summary of the material terms of the
Employment Agreements.
|
Term. Each of the Employment Agreements has a current term expiring April13, 2021, or the Initial Term. The term of each Employment Agreement will automatically extend for an additional year every April14 unless written notice of termination is given betweenone hundred eighty(180) and two hundred forty (240)days prior to any such renewal date by the employee or the employer. |
|
Base Salaries. The Employment Agreements of Messrs. Crisp, Cooper and Macek provide for annual base salaries of $650,000, $425,000 and $400,000, respectively, during the Initial Term. |
| Termination. |
|
If the employee terminates his employment for good reason (as defined in the Employment Agreements) or under certain circumstances following a change in control, then such employee would be entitled to his base salary, bonus and other compensation and benefits through the actual expiration date of the remaining term of the Employment Agreement, and any and all options, rights or awards granted in conjunction with the MIP (other than performance awards) would immediately vest and a pro rata portion (as defined in the Employment Agreements) of each performance award would remain outstanding until the end of the applicable performance period (or, if earlier, until the occurrence of a change in control) and would vest or not based on the actual performance for the performance period or, if applicable, upon the change in control. |
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If the employer terminates employees employment for any reason other than for good cause, then such employee would be entitled to his base salary, bonus and other compensation and benefits through the actual expiration date of the remaining term of the Employment Agreement, and any and all options, rights or awards granted in conjunction with the MIP (other than performance awards) would immediately vest and a pro rata portion of each performance award would remain outstanding until the end of the applicable performance period (or, if earlier, until the occurrence of a change in control) and would vest or not based on the actual performance for the performance period or, if applicable, upon the change in control. |
7
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If employee is terminated for good cause or if employee voluntarily terminates his employment other than for good reason, employer will pay any compensation earned but not paid to him prior to the effective date of termination. Employee may voluntarily terminate his employment by giving at least thirty (30)days written notice. At that time, employer would have the right to relieve him of his duties; however, his salary would continue during the notice period. |
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If employee dies or becomes permanently disabled during the term of his employment, employer will pay to his estate the compensation that such employee would have earned through the date of death or determination of permanent disability, including salary, any prior year bonus earned but not yet paid, the pro-rated portion of any current year bonus, any and all options, rights or awards granted in conjunction with the MIP would immediately vest and his dependants would be entitled to benefits, including medical and other benefits and use of an employer automobile for a period of one year. |
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Change in Control. If a change in control of the Company shall occur after the Effective Date, then any and all options, rights or awards to employee in conjunction with the MIP would be deemed to have vested immediately prior to such change in control; provided that, with respect to the immediate vesting of any and all performance awards, such awards would immediately vest if and to the extent determined by the Board at the time of grant and set forth in the applicable award agreement between employee and employer. |
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Restricted Activities. Employee has agreed that, during the term of his agreement and thereafter until the later of (i)the end of the Initial Term or any then applicable extension period and (ii)one year after termination of employment following a notice of non-renewal, regardless of whether the termination occurs with or without cause and regardless of who terminates such employment, he will not, among others, (i)be employed by or associated with or own more than 5% of the outstanding securities of any entity that competes with the Companys business or (ii)solicit any of our employees to terminate their employment. |
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Bonuses. The Compensation Committee has discretion to establish the methodology for determining annual bonuses. The Compensation Committee has not yet made such a determination. |
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Permitted Activities. Employee may engage only in those activities set forth in his Employment Agreement and those that would comply with the terms of the covenant applicable to permitted activities. |
The foregoing
description is a summary and is qualified in its entirety by
reference to the Employment Agreements of Messrs. Crisp, Cooper
and Macek, which are attached hereto as Exhibits 10.4, 10.5 and
10.6, respectively, and incorporated herein by this
reference.
MIP
As discussed under
the heading Management Incentive Plan in Item1.01, on the
Effective Date, to the operation of the Plan, the MIP became
effective. The MIP provides for the issuance of equity-based
awards with respect to, in the aggregate, up to 12.5% of the
reorganized Companys total outstanding New Common Stock. The
disclosure contained under the heading Management Incentive Plan
in Item 1.01 is incorporated by reference into this
Item5.02.
Item5.03
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On the Effective
Date, the Company converted from a Texas corporation to a
Delaware corporation. In addition, on the Effective Date, to the
terms of the Plan, the Company filed a certificate of
incorporation, or the Certificate of Incorporation, with the
office of the Secretary of State of the State of Delaware. Also
on the Effective Date, and to the terms of the Plan, the Company
adopted the second amended and restated bylaws, or the Bylaws.
Descriptions of the material provisions of the Certificate of
Incorporation and the Bylaws are contained in the Companys
Registration Statement on Form 8-A filed with the SEC on April18,
2017, which description is incorporated by reference
herein.
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Item 7.01
Regulation FD Disclosure
On April17, 2017,
the Company issued a press release announcing the Debtors
emergence from bankruptcy. A copy of the press release is
attached as Exhibit 99.2 to this Current Report on Form
8-K.
The information
included in this Form 8-K under Item 7.01 and Exhibit 99.2 is
being furnished and shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended, or
the Exchange Act, or otherwise subject to liabilities of that
Section, unless the registrant specifically states that the
information is to be considered filed under the Exchange Act or
incorporates it by reference into a filing under the Exchange Act
or the Securities Act of 1933, as amended.
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Item9.01
Financial Statements and Exhibits
(d)
Exhibits.
| 2.1 |
Debtors Prepackaged Joint Plan of Reorganization, dated December21, 2016 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed December23, 2016). |
|
| 3.1 |
Certificate of Incorporation of Forbes Energy Services Ltd. (incorporated by reference to Exhibit 3.1 to the Companys Registration Statement on Form 8-A filed April18, 2017). |
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| 3.2 |
Second Amended and Restated Bylaws of Forbes Energy Services Ltd. (incorporated by reference to Exhibit 3.2 to the Companys Registration Statement on Form 8-A filed April18, 2017). |
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| 10.1* |
Loan and Security Agreement, dated as of April13, 2017, by and among Forbes Energy Services LLC, as borrower, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC and Forbes Energy Services Ltd., as guarantors, Wilmington Trust, N.A., as agent, and certain lenders party thereto. |
|
| 10.2* |
Agreement regarding Cash Collateral and Letters of Credit dated as of April13, 2017 by and among Forbes Energy Services LLC, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC, Forbes Energy Services Ltd. and Regions Bank. |
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| 10.3 |
Registration Rights Agreement by and among Forbes Energy Services Ltd. and certain holders identified therein dated as of April13, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form 8-A filed April18, 2017). |
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| 10.4* | Forbes Energy Services Ltd. 2017 Management Incentive Plan. | |
| 10.5* |
Amended and Restated Employment Agreement effective April13, 2017, by and between John E. Crisp and Forbes Energy Services LLC. |
|
| 10.6* |
Amended and Restated Employment Agreement effective April13, 2017, by and between L. Melvin Cooper and Forbes Energy Services LLC. |
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| 10.7* |
Employment Agreement effective April13, 2017, by and between Steve Macek and Forbes Energy Services LLC. |
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| 99.1 |
Order Approving the Debtors Disclosure Statement For, and Confirming, the Debtors Prepackaged Joint Plan of Reorganization, as entered by the Bankruptcy Court on March29, 2017 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed March31, 2017). |
|
| 99.2* | Press release dated as of April17, 2017. |
| * | Filed herewith. |
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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. Forbes Energy Services Ltd. (OTCMKTS:FESL) Recent Trading Information
Forbes Energy Services Ltd. (OTCMKTS:FESL) closed its last trading session 00.0000 at 0.0110 with 334,645 shares trading hands.