Sec Form 13G Filing - WEST FACE CAPITAL INC. filing for Forbes Energy Services Ltd. (FLSS) - 2016-02-16

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

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Continued on following pages

Page 1 of 10 Pages

Exhibit Index: Page 8

 

 

 

 

 

 

 

 

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Item 1(a).

Name of Issuer:

 

Forbes Energy Services Ltd. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

3000 South Business Highway 281, Alice, Texas 78332

 

Item 2(a).

Name of Person Filing:

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

i)

West Face Capital, Inc. ("West Face"); and

 

ii)

Gregory A. Boland ("Mr. Boland").

 

This Statement relates to the Shares (as defined herein) held for the accounts of each of West Face Long Term Opportunities Master Fund L.P., a Cayman Islands limited partnership (“WFMF”), West Face Long Term Opportunities (USA) Limited Partnership, a Delaware limited partnership (“WFLP”), and West Face Long Term Opportunities Limited Partnership, a British Columbia limited partnership (“WFCLP”). West Face serves as investment manager to each of WFMF, WFLP and WFCLP. Mr. Boland is President, Chief Executive Officer and co-Chief Investment Officer of West Face. In such capacities, West Face and Mr. Boland may be deemed to have voting and dispositive power over the Shares held for each of WFMF, WFLP and WFCLP.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of the Reporting Persons is 2 Bloor Street East, Suite 3000, Toronto, Ontario M4W 1A8.

 

Item 2(c).

Citizenship:

 

1)

West Face is a Canadian company; and

 

2)

Mr. Boland is a citizen of Canada.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.04 par value (the “Shares”)

 

Item 2(e).

CUSIP Number:

 

345143101

 

Page 5 of 10 Pages

 

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),

Check Whether the Person Filing is a:

 

This Item 3 is not applicable.

 

Item 4.

Ownership:

 

Item 4(a)

Amount Beneficially Owned:

 

As of each of December 31, 2013, December 31, 2014 and December 31, 2015, each of the Reporting Persons may be deemed the beneficial owner of 5,292,531 Shares obtainable upon conversion of 588,059 Series B Preferred Shares, each one of which is convertible into 9 Shares.

 

This amount consists of: (A) 2,857,968 Shares obtainable upon conversion of 317,552 Series B Preferred Shares held for the account of WFMF; (B) 1,693,611 Shares obtainable upon conversion of 188,179 Series B Preferred Shares held for the account of WFLP; and (C) 740,952 Shares obtainable upon conversion of 82,328 Series B Preferred Shares held for the account of WFCLP.

 

Item 4(b)

Percent of Class:

 

The number of Shares of which each of the Reporting Persons may be deemed the beneficial owner constitutes approximately 19.2% of the total number of Shares outstanding. (Based upon information in the Issuer’s quarterly report on Form 10-Q, filed November 13, 2015, there were 22,210,355 Shares outstanding as of November 9, 2015. Pursuant to Rule 13d-3(d)(1)(i)(D), in calculating the percentages of beneficial ownership, Reporting Persons have added 5,292,531 Shares that the Reporting Persons may be entitled to obtain upon the conversion of the Series B Preferred Shares, to the number of Shares outstanding, for a total of 27,502,886 Shares outstanding.)

 

Item 4(c)

Number of Shares of which such person has:

 

West Face and Mr. Boland:
(i)Sole power to vote or direct the vote:	0
(ii)Shared power to vote or direct the vote:	5,292,531
(iii)Sole power to dispose or direct the disposition of:	0
(iv)Shared power to dispose or direct the disposition of:	5,292,531

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

This Item 5 is not applicable.

 

 

 

Page 6 of 10 Pages

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

See disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this statement that may be deemed to be beneficially owned by the Reporting Persons. Such interest of each of WFMF and WFLP may be deemed to relate to more than 5 percent of the class of Shares.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

See disclosure in Item 2 hereof.

 

Item 8.

Identification and Classification of Members of the Group:

 

This Item 8 is not applicable.

 

 

Item 9.

Notice of Dissolution of Group:

 

This Item 9 is not applicable.

 

Item 10.

Certification:

 

This Item 10 is not applicable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 7 of 10 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	WEST FACE CAPITAL INC.
	By:	/s/ Supriya Kapoor
		Name:  Supriya Kapoor
		Title:    Attorney-in-fact for Gregory A. Boland, President, Chief Executive Officer and co-Chief Investment Officer of West Face Capital Inc.

 

	GREGORY A. BOLAND
	By:	/s/ Supriya Kapoor
		Name: Supriya Kapoor
		Title:   Attorney-in-fact for Gregory A. Boland

 

 

February 16, 2016

 

 

Page 8 of 10 Pages

 

EXHIBIT INDEX

 

Ex.		Page No.
A	Joint Filing Agreement	9
B	Power of Attorney	10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 9 of 10 Pages

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Forbes Energy Services Ltd. dated as of February 16, 2016 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

February 16, 2016

 

 

 

Page 10 of 10 Pages

 

EXHIBIT B

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT, that I, Gregory A. Boland, hereby make, constitute and appoint each of John Maynard, Stephen Miller, Supriya Kapoor and Philip de L. Panet, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President and Chief Executive Officer of West Face Capital Inc., a Canadian company, and a director of West Face (Cayman 2) Inc., a Cayman Islands company, and each of the affiliates or entities advised or controlled by me, West Face Capital Inc., or West Face (Cayman 2) Inc., all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

 

All past acts of this attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

 

This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.

 

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 20th day of April 2015.

 

 

			/s/ Gregory A. Boland
			Gregory A. Boland