FET Forum Energy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2020
FORUM ENERGY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|10344 Sam Houston Park Drive||Suite 300||Houston||TX||77064|
|(Address of Principal Executive Offices)||(Zip Code)|
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||FET||NYSE|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01. Regulation FD Disclosure.
On April 29, 2020, Forum Energy Technologies, Inc. (the “Company”) issued a press release announcing that it is extending the Early Tender and Consent Date (as defined in the Company’s Offer to Purchase and Consent Solicitation Statement dated April 15, 2020 (the “Statement”)) of its cash tender offer (the “Offer”) for an aggregate principal amount of its outstanding 6.250% Senior Notes due 2021 (the “Notes”) resulting in an aggregate payment amount of up to $80,000,000 (exclusive of accrued and unpaid interest). Accordingly, the Early Tender and Consent Date will occur at the same time the Offer is scheduled to expire at 11:59 P.M., New York City time, on May 12, 2020, unless extended or earlier terminated by Forum in its sole discretion, and the holders of all Notes tendered at or prior to such time will be eligible to receive the Total Consideration (as defined in the Statement) for their Notes, including the Early Tender Payment (as defined in the Statement). All of the other terms and conditions of the Offer remain unchanged. The Offer will expire at 11:59 p.m., New York City Time, on May 12, 2020, unless extended or earlier terminated by the Company in its sole discretion.
The terms and conditions of the Offer and Consent Solicitation are set forth in the Statement.
The information in this Current Report on Form 8-K is for informational purposes only and is not an offer to purchase or exchange or a solicitation of an offer to purchase, exchange or sell any securities, nor shall there be any sale or exchange of any securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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 hereunto duly authorized.
|Date: April 29, 2020|
FORUM ENERGY TECHNOLOGIES, INC.
|/s/ John C. Ivascu|
|John C. Ivascu|
|Senior Vice President, General Counsel, Chief Compliance Officer and Secretary|