By Sarah Lizee
Olympia, Wash., Aug. 6 – Forum Energy Technologies Inc. issued $315.49 million of new 9% convertible senior secured notes due Aug. 4, 2025 on Tuesday in connection with the settlement of its previously announced exchange offer, according to an 8-K filing with the Securities and Exchange Commission.
As previously reported, the company offered to exchange any and all of its outstanding $328.1 million of 6¼% senior notes due 2021 for the new convertibles.
At the election of the company, interest may be paid by paying 9% per year entirely in cash or by paying 6.25% per year in cash and 2.75% per year by increasing the principal amount of the outstanding convertibles or by issuing additional convertibles.
The notes will be convertible, at the option of each holder, into shares of the company’s common stock at a conversion rate of 740.7407 shares per $1,000 principal amount of notes converted, equivalent to a conversion price of about $1.35 per share of common stock.
Additionally, the notes will be automatically converted into shares of the company’s common stock at the conversion rate then in effect per $1,000 principal amount if the average of the daily VWAPs of the common stock over any 20 consecutive trading day period exceeds or equals $1.50.
Prior to receipt of the required stockholder approval, the amount of notes that may be converted will be subject to a conversion cap.
The notes will be redeemable at the company’s option in whole or in part at any time prior to Aug. 4, 2022 at par plus a make-whole premium together with accrued interest, if any, to, but excluding the date of redemption.
On or after Aug. 4, 2022, the notes will be redeemable in whole or in part at 104.5 in 2022, 102.5 in 2023 and par in 2024, in each case plus accrued interest.
The convertibles are putable at 101 plus accrued interest upon a change of control.
Houston-based Forum Energy makes oilfield products and provides aftermarket technical services in the oil and natural gas industry.
| Issuer: | Forum Energy Technologies Inc.
|
| Issue: | Convertible senior secured notes
|
| Amount: | $315,489,000
|
| Maturity: | Aug. 4, 2025
|
| Coupon: | 9%
|
| Conversion rate: | 740.7407 shares per $1,000 principal amount
|
| Conversion price: | $1.35 per share of common stock
|
| Call: | Any time prior to Aug. 4, 2022 at par plus a make-whole premium; after that at 104.5 in 2022, 102.5 in 2023 and par in 2024
|
| Put: | At 101 following change of control
|
| Share price: | $0.53 at Aug. 5 close
|
| Settlement date: | Aug. 4
|
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