Item 1.01 - Entry into a Material Definitive Agreement.

Merger Agreement

On December 18, 2019, Forbes Energy Services Ltd., a Delaware corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Superior Energy Services, Inc., a Delaware corporation ("Superior"), New NAM, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Superior ("NAM"), Spieth Newco, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of the Company ("Holdco"), Spieth Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Holdco ("NAM Merger Sub"), and Fowler Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Holdco ("Fowler Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, NAM Merger Sub will merge with and into NAM (the "NAM Merger") and Forbes Merger Sub will merge with and into the Company (the "Forbes Merger," and together with the NAM Merger, the "Mergers"), with each of NAM and the Company continuing as surviving entities and wholly owned subsidiaries of Holdco. On December 17, 2019, the board of directors of the Company and the board of directors of Superior each unanimously approved the Merger Agreement.

Prior to the effective time of the Mergers (the "Effective Time"), Superior and certain of its subsidiaries will enter into a separation agreement (the "Separation Agreement") setting forth the terms of the consolidation of Superior's U.S. service rig, coiled tubing, wireline, pressure control, flowback, fluid management and accommodation services lines (the "Superior U.S. Business") under the ownership of NAM as contemplated by the Merger Agreement. Upon the terms and subject to conditions set forth in the Separation Agreement, Superior and its subsidiaries party thereto will enter into a series of transactions to effectuate an internal reorganization (the "Reorganization") such that, after giving effect to the Reorganization, the Superior U.S. Business will be separated from Superior and consolidated under NAM.

At the Effective Time, the holders of shares of common stock, par value $0.01 per share, of the Company ("Forbes Common Stock") that are (i) issued and outstanding immediately prior to the Effective Time or that constitute Exchange Shares (as defined below) or (ii) issuable upon conversion of the Forbes Convertible PIK Notes (as defined below) in accordance with the Merger Agreement, will, by virtue of the Forbes Merger, have the right to receive a number of shares of the voting Class A common stock, par value $0.01 per share, of Holdco ("Holdco Class A Common Stock") that, taken together with the Contribution Shares (as defined below), will be equal to 50.1% of the outstanding Holdco Class A Common Stock. The Holdco Class A Common Stock issued to holders of Forbes Common Stock and Forbes Convertible PIK Notes will collectively represent an approximate 35% economic interest in Holdco (the "Forbes Merger Consideration"). An aggregate of 1.5% of the Forbes Merger Consideration shall be allocated, pro rata, to the outstanding shares of Forbes Common Stock (including for this purpose shares issuable in respect of awards of restricted stock units and performance stock units of the Company, but excluding Exchange Shares). An aggregate of 98.5% of the Forbes Merger Consideration shall be allocated, pro rata, to (x) the Forbes Convertible PIK Notes converted into shares of Forbes Common Stock in accordance with the indenture governing the Forbes Convertible PIK Notes, (y) the Exchange Notes (as defined below) and (z) the Contribution Notes (as defined below). At the Effective Time, Superior, through its subsidiaries, will, by virtue of the NAM Merger, receive (i) 49.9% of the issued and outstanding Holdco Class A Common Stock, (ii) 100% of the issued and outstanding non-voting Class B common stock, par value $0.01 per share, of Holdco ("Holdco Class B Common Stock" and, together with the Holdco Class A Common Stock, "Holdco Common Stock") and (iii) Holdco Secured Notes (as defined below) issued pursuant to the Exchange Financing (as defined below) (such shares of Holdco Class A Common Stock, shares of Holdco Class B Common Stock and Holdco Secured Notes, collectively, the "NAM Merger Consideration"). The Holdco Common Stock issued to Superior as NAM Merger Consideration will represent an approximate 65% economic interest in Holdco. Each of the Company's and Superior's economic interest in Holdco will be subject to adjustment within certain parameters (but not more than 0.73%) based on the net debt position of the Company immediately prior to the closing of the Mergers.

Each award of restricted stock units and performance stock units of the Company will be treated as follows:





        •    each outstanding award of a restricted stock unit granted under the
             Company's equity compensation plans (the "Forbes Stock Plans") that is
             subject to time-based vesting requirements will immediately vest and
             thereupon be cancelled and converted into a share of Forbes Common
             Stock. The holder of each such share of Forbes Common Stock will have
             the right to receive the Forbes Merger Consideration; and




        •    each outstanding award of a restricted stock unit granted under the
             Forbes Stock Plans that is subject to performance-based vesting
             requirements will immediately vest and be cancelled and converted into
             a share of Forbes Common Stock. The holder of each such share of
             Forbes Common Stock shall have the right to receive the Forbes Merger
             Consideration.

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Prior to the Effective Time, the Company will cause the aggregate principal amount of its 5.00% Subordinated Convertible PIK Notes due June 30, 2020 (the "Forbes Convertible PIK Notes") outstanding at such time that is not held by Ascribe Capital LLC or its affiliates (collectively, "Ascribe") or Solace Capital Partners, L.P. or its affiliates (collectively, "Solace") to convert into shares of Forbes Common Stock in accordance with the indenture governing the Forbes Convertible PIK Notes.

Pursuant to the terms of the Exchange and Contribution Agreement, dated effective as of the date of the Merger Agreement, by and among the Company, Holdco, Ascribe and Solace (the "Exchange and Contribution Agreement"), immediately prior to the record date for the special meeting of stockholders of the Company to be held to approve the Merger Agreement, Ascribe and Solace will exchange an equal amount of Forbes Convertible PIK Notes (including all accrued interest thereon) then held by Ascribe and Solace (the "Exchange Notes") for such number of shares of Forbes Common Stock (the "Exchange Shares"), that will result in Ascribe and Solace collectively holding an aggregate amount of Forbes Common Stock representing 51% of the voting power of the outstanding shares of Forbes Common Stock.

Immediately prior to the Effective Time, (i) the balance of the aggregate principal amount of Forbes Convertible PIK Notes that is held by Ascribe and Solace (the "Contribution Notes") will be contributed to Holdco in exchange for shares of Holdco Class A Common Stock (the "Contribution Shares") and (ii) the portion of the aggregate principal amount outstanding under the Company's existing term loan that is held by Ascribe and Solace as of the date of the Merger Agreement, together with accrued interest thereon, will be exchanged for approximately $30 million in new mandatory convertible preferred shares of Holdco (the "Holdco Convertible Preferred Shares"), in each case pursuant to the terms of the Exchange and Contribution Agreement. The Holdco Convertible Preferred Shares will be entitled to cash dividends at a rate of 5% per annum, payable bi-annually, and on the third anniversary of the closing of the Mergers will be subject to mandatory conversion into a number of shares of Holdco Class A Common Stock equal to 20% of the outstanding shares of Holdco Common Stock outstanding at the closing of the Mergers on a fully diluted basis. It is anticipated that Holdco will retire the remaining balance of the Company's term loan for cash with proceeds from the ABL Facility (as defined below).

The foregoing summary of the Exchange and Contribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exchange and Contribution Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated into this Current Report on Form 8-K by reference in its entirety.

The Company has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However, if the Company receives from any person an unsolicited, written and bona fide acquisition proposal that did not result from a material breach of the non-solicitation provisions of the Merger Agreement and the Company's board of directors concludes in good faith, after consultation with its financial advisors and outside legal counsel, that such unsolicited, written and bona fide acquisition proposal constitutes, or could reasonably be expected to result in, a superior offer, the Company may furnish non-public information regarding the Company or any of its subsidiaries to such person and engage in discussions and negotiations with such person; provided that the Company provides notice and furnishes any non-public information provided to the maker of the acquisition proposal to Superior substantially concurrently with providing such non-public information to the maker of the acquisition proposal.

The completion of the Mergers is subject to the satisfaction or waiver of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of at least a majority of the shares of Forbes Common Stock outstanding as of the record date for the meeting of Forbes shareholders; (ii) absence of any court order or regulatory injunction prohibiting completion of the Mergers, (iii) expiration or termination of review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) effectiveness of Holdco's registration statement on Form S-4 to register the Holdco Common Stock to be issued in the Mergers, (v) the Company's net debt (which for this purpose refers to borrowings under the Company's credit agreement less cash and cash equivalents, as determined in accordance with the Merger Agreement) not exceeding $5 million, (vi) relief (whether by waiver, amendment, consent, termination or otherwise) from the provisions of Superior's credit agreement that would otherwise prohibit the Mergers and the other transactions contemplated by the Merger Agreement, (vii) consummation of the Exchange Financing (as defined below) on the terms set forth in the Merger Agreement, (viii) receipt of financing pursuant to a new asset-based credit facility of Holdco on the terms described in the Merger Agreement (the "ABL Facility"), (ix) receipt by the boards of directors of the Company, Holdco and Superior of opinions from an appraisal firm of national standing to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated by the Merger Agreement and by the other transaction documents contemplated by the Merger Agreement, each of Superior and Holdco will be solvent, (x) the absence of any material adverse change with respect to the Company or the Superior U.S. Business, (xi) subject to specified materiality standards, the accuracy of the representations and warranties of the other party and (xii) compliance by the other party in all material respects with its covenants.

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The Company and Superior have made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of the Company's business, Superior's business and the Superior U.S. Business between the date of the signing of the Merger Agreement and the closing date of the Mergers and (ii) the efforts of the parties to cause the Mergers to be completed, including using their reasonable best efforts to cooperate with one another in (A) determining which filings are required to be made prior to the Effective Time with, and which consents, approvals, permits or authorizations are required to be obtained prior to the Effective Time from, governmental or regulatory authorities, and (B) timely making all such filings and timely seeking all such consents, approvals, permits or authorizations.

The Merger Agreement contains certain termination rights for the Company and Superior. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, (i) the Company may be required to pay to Superior a termination fee equal to $1.0 million or (ii) Superior may be required to pay the Company a termination fee equal to either $3.0 million or $5.0 million.

The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and incorporated into this Current Report on Form 8-K by reference in its entirety. It is not intended to provide any other factual information about the Company, Superior, Holdco or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, . . .

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.





 1.1*      Exchange and Contribution Agreement, dated effective as of December 18,
         2019, by and among the Forbes Energy Services Ltd., Spieth Newco, Inc.,
         Ascribe Capital LLC and Solace Capital Partners, L.P.

 2.1*      Agreement and Plan of Merger, dated as of December  18, 2019, by and
         among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy
         Services Ltd, Spieth Newco, Inc., Spieth Merger Sub, Inc. and Fowler
         Merger Sub, Inc.

10.1       Voting and Support Agreement, dated as of December  18, 2019, by and
         among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy
         Services Ltd., Ascribe Capital LLC and each of the other parties thereto.


10.2       Voting and Support Agreement, dated as of December  18, 2019, by and
         among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy
         Services Ltd., Solace Capital Partners, L.P. and each of the other
         parties thereto.

10.3       Voting and Support Agreement, dated as of December 18, 2019, by and
         among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy
         Services Ltd. and John E. Crisp.

10.4       Voting and Support Agreement, dated as of December 18, 2019, by and
         among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy
         Services Ltd. and L. Melvin Cooper.






*   Schedules and exhibits to this Exhibit omitted pursuant to
    Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a
    copy of any omitted schedule or exhibit to the SEC upon request.

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