Form 8-K Forbes Energy Services For: Nov 30
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: November 30, 2016
(Date of earliest event reported)
Forbes Energy Services Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Texas | 001-35281 | 98-0581100 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
3000 South Business Highway 281 Alice, Texas | 78332 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
(361) 664-0549
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 – Entry into a Material Definitive Agreement
On November 30, 2016, Forbes Energy Services Ltd., or the Company, and its domestic subsidiaries, or the Subsidiaries, entered into Amendment No. 4 to the Forbearance Agreement, or the Amendment, to amend the Forbearance Agreement dated as of July 15, 2016, as amended previously, the Forbearance Agreement, by and among the Company, the Subsidiaries and certain holders of over a majority of the Company’s 9% senior notes due 2019, or the Forbearing Holders. The Amendment extends the forbearance period under the Forbearance Agreement until the earlier to occur of (i) 11:59 p.m. Central Time on December 14, 2016 and (ii) certain other specified events under the terms of the Forbearance Agreement, including the termination of the Loan Forbearance Agreement (as defined below). The Company and the Subsidiaries remain in active discussions with the Forbearing Holders, Agent (as defined below) and the Lenders (as defined below) with respect to a proposed financial restructuring of the Company.
The term “Loan Forbearance Agreement” means the forbearance agreement previously entered into and related to the Company’s loan agreement with Regions Bank, as Agent, and the lenders party thereto, or the Lenders, whereby Agent and the Lenders agreed to forbear through December 28, 2016 from exercising default remedies or accelerating any indebtedness under such loan agreement resulting from the Company’s failure to make its semi-annual interest payment due on June 15, 2016 on the 9% senior notes due 2019.
The foregoing description is a summary and is qualified in its entirety by reference to the Amendment. The form of the Amendment executed and delivered is attached hereto as Exhibit 10.1 and is hereby incorporated by reference. The text of the Forbearance Agreement was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 15, 2016, the text of Amendment No. 1 to the Forbearance Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 16, 2016, the text of Amendment No. 2 to the Forbearance Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 18, 2016 and the text of Amendment No. 3 to the Forbearance Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 17, 2016, each of which is also hereby incorporated by reference.
Item 9.01 – Financial Statements and Exhibits
(d) | Exhibits. | |||
10.1* | Amendment No. 4 to the Forbearance Agreement dated as of November 30, 2016. | |||
10.2 | Amendment No. 3 to the Forbearance Agreement dated as of November 15, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 17, 2016). | |||
10.3 | Amendment No. 2 to the Forbearance Agreement dated as of October 14, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 18, 2016). | |||
10.4 | Amendment No. 1 to the Forbearance Agreement dated as of September 13, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 16, 2016). | |||
10.5 | Forbearance Agreement dated as of July 15, 2016 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed August 15, 2016). | |||
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Forbes Energy Services Ltd. | ||||
Date: December 1, 2016 | By: /s/ L. Melvin Cooper | |||
L. Melvin Cooper | ||||
Senior Vice President and Chief Financial Officer | ||||
Exhibit 10.1
AMENDMENT NO. 4 TO THE FORBEARANCE AGREEMENT
THIS AMENDMENT NO. 4 (this “Amendment”), dated as of November 30, 2016, to the Forbearance Agreement dated July 15, 2016, as amended by Amendment No. 1 to the Forbearance Agreement, dated September 13, 2016, Amendment No. 2 to the Forbearance Agreement, dated October 14, 2016, and Amendment No. 3 to the Forbearance Agreement, dated November 15, 2016 (the “Forbearance Agreement”), by and among (1) FORBES ENERGY SERVICES LTD, a Texas corporation (the “Issuer”), as issuer of the 9% Senior Notes due 2019 (the “Notes”) issued pursuant to that certain indenture dated as of June 7, 2011 (the “Indenture”) by and among the Issuer, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), (2) the following affiliates of the Issuer: FORBES ENERGY SERVICES LLC, a limited liability company formed under the laws of the State of Delaware (“Energy Services”), TX ENERGY SERVICES, LLC, a limited liability company formed under the laws of the State of Delaware (“TX Energy”), C.C. FORBES, LLC, a limited liability company formed under the laws of the State of Delaware (“C.C.”), and FORBES ENERGY INTERNATIONAL, LLC, a limited liability company formed under the laws of the State of Delaware (“International”; and together with Energy Services, TX Energy, and C.C., each a “Guarantor” and collectively, the “Guarantors”), and, together with the Issuer, the “Obligor Parties”) and (3) certain beneficial holders of the Notes that are party hereto (the “Forbearing Holders”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Forbearance Agreement.
WHEREAS, the Obligor Parties and the Forbearing Holders desire to amend the Forbearance Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the receipt and sufficiency of which are severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. | Definition of Forbearance Termination Date: Section 1(a) of the Forbearance Agreement with respect to the definition of the “Forbearance Termination Date” is hereby amended and restated in its entirety as follows: |
“Forbearance Termination Date” shall mean the sooner to occur of (a) 11:59 o’clock p.m. Central Standard Time on December 14, 2016 and (b) the date on which the agreement to forbear terminates as provided in Section 4 of this Agreement.”
2. | Forbearance Conditions: Section 3(b) of the Forbearance Agreement is hereby amended and restated as follows: |
(i) delete “and” at the end of Section 3(b)(vii);
(ii) add “and” at the end of Section 3(b)(viii); and
(iii) add the following new Section 3(b)(ix).
“Termination of the agreement to forbear pursuant to that certain Forbearance Agreement and Fourth Amendment to Loan and Security Agreement dated July 15, 2016, by and among Forbes Energy Services, TX Energy Services, C.C. Forbes, LLC, Superior Tubing Testers, LLC and Forbes Energy International, LLC and Regions Bank, as amended.”
3. | Condition Precedent to Effectiveness of Amendment: It shall be a condition precedent to the effectiveness of this Amendment that REGIONS BANK, an Alabama bank organized under the laws of the State of Alabama, has entered into that certain First Amendment to Forbearance Agreement and Fourth Amendment to Loan and Security Agreement, which agreement changes the definition of Forbearance Termination Date to: |
“‘Forbearance Termination Date’ shall mean the sooner to occur of (a) 5:01 o'clock p.m. on December 28, 2016 and (b) the date on which the agreement to forbear terminates as provided in Section 4 of this Agreement.”
4. | No Other Amendment: Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Forbearance Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. |
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed and delivered on the date first written above.
ISSUER: | ||
FORBES ENERGY SERVICES LTD | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
GUARANTORS: FORBES ENERGY SERVICES, LLC | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
TX ENERGY SERVICES, LLC | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
C. C. FORBES, LLC | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
FORBES ENERGY INTERNATIONAL, LLC | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
[Signature Page to Amendment No. 4 to Forbearance Agreement (Forbes Energy Services)]
HOLDERS: | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
By:___________________________________ | ||
Name: _____________________________ | ||
Title:_______________________________ | ||
[Signature Page to Amendment No. 4 to Forbearance Agreement (Forbes Energy Services)]
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