FORUM ENERGY TECHNOLOGIES, INC. (NYSE:FET) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Purchase and Sale Agreement

On August25, 2017, Forum Energy Technologies, Inc. (the “Company”) entered into a purchase and sale agreement (the “Purchase Agreement”) by and among the Company, Q-GT (V)Investment Partners, LLC (“Quantum”) and, for purposes of Sections 6.3, 6.10, 6.11 and 6.12 thereof, Global Tubing, LLC (“Global Tubing”), relating to the Company’s purchase of all of Quantum’s membership interests in Global Tubing (the “Acquisition”) in exchange for $27.5million in cash consideration and 10,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In connection with the Acquisition, the Company and Quantum expect to exercise certain “drag along” rights with respect to Global Tubing to effect the acquisition by the Company of the remaining membership interests not already held by the Company or Quantum (together, with the Acquisition, the “GT Purchase”). The GT Purchase is expected to close during the third quarter of 2017.

The Purchase Agreement contains customary representations, warranties and covenants of the Company and Quantum, and customary covenants of Global Tubing. The closing of the Acquisition is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of other customary closing conditions. In connection with the entry into the Purchase Agreement, the Company amended the Registration Rights Agreement attached as Exhibit B to that certain Amended and Restated Stockholders Agreement, dated as of August2, 2010, by and among the Company and the persons listed as “Stockholders” on the pages thereto, as previously amended by that certain Amendment No.1 to the Original Agreement, dated as of June14, 2011 (“Amendment No.2 to the Existing Registration Rights Agreement”), as further described below, and has agreed to enter into a Registration Rights Agreement with Quantum in connection with the closing of the Acquisition (the “Registration Rights Agreement”). The Registration Rights Agreement will provide Quantum with certain piggyback registration rights in a public offering conducted by the Company or on behalf of certain other selling stockholders, and demand registration rights with respect to one marketed underwritten offering and additional non-marketed underwritten block trades. Following the issuance of Common Stock in connection with the Acquisition, Quantum will own approximately 9.4% of the Company’s outstanding Common Stock.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 hereto.

Amendment No.2 to the Existing Registration Rights Agreement

On August25, 2017, the Company and certain of its stockholders party to the Existing Registration Rights Agreement entered into Amendment No.2 to the Existing Registration Rights Agreement, to which the parties amended the priorities of demand registration rights and piggyback registration rights, in respect of the Common Stock registrable thereunder, to facilitate the Company’s entry into the Registration Rights Agreement at the closing of the Acquisition.

The foregoing description of Amendment No.2 to the Existing Registration Rights Agreement is qualified in its entirety by reference to the full text of Amendment No.2 to the Existing Registration Rights Agreement, which is filed as Exhibit 10.2 hereto.

The information under the heading “Amendment No.2 to the Registration Rights Agreement” shared under Item 1.01 above is incorporated by reference herein.

On August28, 2017, the Company issued a press release announcing the Acquisition. A copy of the press release containing the announcement is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information furnished to this Item 1.01 shall not be deemed to be “filed” for purposes of Section18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward Looking Statements

The statements in this Current Report on Form 8-K that are not historical statements, including statements regarding the expected timetable for completing the GT Purchase, expectations regarding regulatory approval of the GT Purchase, benefits of the GT Purchase, and future financial performance and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the timing to consummate the GT Purchase; satisfaction of the conditions to closing of the GT Purchase may not be satisfied or that the closing of the GT Purchase otherwise does not occur; the risk that a regulatory approval that may be required for the GT Purchase is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; expected benefits from the GT Purchase and the ability of the Company to realize such benefits; the volatility of oil and natural gas prices, oilfield development activity levels, the availability of raw materials and specialized equipment, the Company’s ability to deliver backlog in a timely fashion, the availability of skilled and qualified labor, competition in the oil and gas industry, governmental regulation and taxation of the oil and natural gas industry, the company’s ability to implement new technologies and services, the availability and terms of capital, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the Company’s business, and other important factors that could cause actual results to differ materially from those projected as described in our filings with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

FORUM ENERGY TECHNOLOGIES, INC. Exhibit
EX-10.1 2 d442034dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 PURCHASE AND SALE AGREEMENT BY AND AMONG Q-GT (V) INVESTMENT PARTNERS,…
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About FORUM ENERGY TECHNOLOGIES, INC. (NYSE:FET)

Forum Energy Technologies, Inc. is an oilfield products company. The Company designs, manufactures and distributes products and engages in aftermarket services, parts supply and related services. It operates through two segments: Drilling & Subsea, and Production & Infrastructure. Its product offering includes a mix of engineered capital products and replaced items that are used in the exploration, development, production and transportation of oil and natural gas. Its capital products are targeted at drilling rig equipment for rigs, upgrades and refurbishment projects; subsea construction and development projects; the placement of production equipment on producing wells; pressure pumping equipment, and downstream capital projects. Its engineered systems are components used on drilling rigs for completions or in the course of subsea operations, while its consumable products are used to maintain operations at well sites in the well construction process.