Sec Form 13D Filing - Ascribe Capital LLC filing for Forbes Energy Services Ltd. (FLSS) - 2020-04-20

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CUSIP No. 345143200

13D

Page 4 of 16 Pages

 

1	NAMES OF REPORTING PERSONS
	Ascribe Opportunities Fund III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,123,9471
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,123,9471
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,123,9471
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.7%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	Represents 2,123,947 shares of Common Stock owned by Fund III. Opportunities III and Opportunities III(B) are the sole owners of Fund III.

2	This calculation is based on 7,659,067 shares of Common Stock outstanding as per the 10-K, after giving effect to the transactions described in Item 4. See Item 5.

This Amendment (this “Amendment”) amends that certain statement on Schedule 13D filed by the Reporting Persons on December 30, 2019 (the “Original Schedule 13D” and, together with this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein have the meanings ascribed to them in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately following the first paragraph:

On March 4, 2019, Fund III acquired an aggregate principal amount of $27.1 million of PIK Notes pursuant to its exercise of subscription rights in the Issuer’s rights offering, as described in the Issuer’s prospectus dated February 13, 2019. On March 4, 2019, Fund III acquired an additional aggregate principal amount of $453 thousand of PIK Notes 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. As described in Item 4 below, on April 16, 2020, Fund III acquired 963,116 shares of Common Stock upon an exchange of an aggregate principal amount of $126,856 of PIK Notes pursuant to the Exchange and Contribution Agreement. The Reporting Persons used a portion of the funds under management of Fund III to fund these transactions.

Item 4.

Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately following the third paragraph:

On April 16, 2020, Fund III acquired 963,116 shares of Common Stock upon an exchange of an aggregate principal amount of $126,856 of PIK Notes pursuant to the Exchange and Contribution Agreement.

Item 5.

Interest in Securities of the Issuer

Items 5(a) and (b) of the Schedule 13D are hereby amended and restated as follows:

The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof is 2,249,422. These shares include 2,123,947 shares of Common Stock owned directly by Fund III and 125,475 shares of Common Stock owned directly by Fund II. There were 5,522,822 shares of Common Stock outstanding as of March 16, 2020, as per the 10-K. There were 171,716 unvested shares under the Issuer’s management incentive plan (“Management Incentive Plan”) as of December 31, 2019, as per the 10-K. On January 18, 2020, the Issuer issued an additional 292,160 unvested shares pursuant to the Management Incentive Plan. All unvested shares under the Management Incentive Plan will vest upon consummation of the Merger. On April 16, 2020, the Issuer issued 1,672,369 shares of Common Stock pursuant to the Exchange and Contribution Agreement.    The calculation of beneficial ownership of outstanding shares of Common Stock in this Item 5 and elsewhere in this Schedule 13D assumes there are 7,659,067 shares outstanding as of the date of this Schedule 13D.

Fund III beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 2,123,947 shares of Common Stock, representing 27.7% of the outstanding shares of Common Stock. Opportunities III and Opportunities III(B), as the sole owners of Fund III, beneficially own and have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 2,123,947 shares of Common Stock, representing 27.7% of the outstanding shares of Common Stock. Ascribe, as the investment manager to Opportunities III and Opportunities III(B), beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 2,123,947 shares of Common Stock, representing 27.7% of the outstanding shares of Common Stock. Associates III, as the general partner of Opportunities III and III(B), beneficially owns and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 2,123,947 shares of Common Stock, representing 27.7% of the outstanding shares of Common Stock.

Fund II beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 125,475 shares of Common Stock, representing 1.6% of the outstanding shares of Common Stock. Opportunities II and Opportunities II(B), as the sole owners of Fund II, beneficially own, and have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 125,475 shares of Common Stock, representing 1.6% of the outstanding shares of Common Stock. Ascribe Management, as the investment manager to Opportunities II and Opportunities II(B), beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 125,475 shares of Common Stock, representing 1.6% of the outstanding shares of Common Stock. Associates II, as the general partner to Opportunities II and Opportunities II(B), beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 125,475 shares of Common Stock, representing 1.6% of the outstanding shares of Common Stock.

American Securities, as the sole owner of both Ascribe and Ascribe Management, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 2,249,422 shares of Common Stock, representing 29.4% of the outstanding shares of Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

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Item 7.

Materials to be Filed as Exhibits