steel_sc13d-031513.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. )1

Forbes Energy Services Ltd.
(Name of Issuer)

Common Stock, par value $0.04
(Title of Class of Securities)

345143101
(CUSIP Number)

Warren G. Lichtenstein
Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 520-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 5, 2013
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1           The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
1
 

1
NAME OF REPORTING PERSONS
 
STEEL EXCEL INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)  o
(b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
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
 
2,701,379
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,701,379
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,701,379
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.8%
14
TYPE OF REPORTING PERSON
 
CO
 
 
2
 
 
1
NAME OF REPORTING PERSONS
 
STEEL PARTNERS HOLDINGS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)  o
(b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
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
 
2,701,379
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,701,379
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,701,379
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.8%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 

1
NAME OF REPORTING PERSONS
 
SPH GROUP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)  o
(b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
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
 
2,701,379
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,701,379
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,701,379
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.8%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 

1
NAME OF REPORTING PERSONS
 
SPH GROUP HOLDINGS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)  o
(b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 
o
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
 
2,701,379
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,701,379
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,701,379
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.8%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
 
1
NAME OF REPORTING PERSONS
 
STEEL PARTNERS HOLDINGS GP INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)  o
(b)  o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
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
 
2,701,379
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,701,379
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,701,379
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.8%
14
TYPE OF REPORTING PERSON
 
CO

 
6
 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.                        Security and Issuer.
 
This statement relates to the Common Stock, par value $0.04 per share (the “Shares”), of Forbes Energy Services Ltd. (the “Issuer”).  The address of the principal executive offices of the Issuer is 3000 South Business Highway 281, Alice, Texas 78332.
 
Item 2.                        Identity and Background.
 
(a)           This statement is filed by Steel Excel Inc., a Delaware corporation (“Steel Excel”), Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), SPH Group LLC, a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG Holdings”), and Steel Partners Holdings GP Inc., a Delaware corporation (“Steel Holdings GP”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
SPHG Holdings beneficially owns approximately 51% of the outstanding shares of Common Stock of Steel Excel.  Steel Holdings owns 99% of the membership interests of SPHG.  SPHG is the sole member of SPHG Holdings.  Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings.  Accordingly, for purposes of this Schedule 13D, each of SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.  Each of SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP disclaims beneficial ownership of the Shares owned directly by Steel Excel except to the extent of their pecuniary interest therein.
 
Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers and directors of Steel Excel and (ii) the executive officers and directors of Steel Holdings GP.  To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
 
(b)          The principal business address of each Reporting Person other than Steel Excel is 590 Madison Avenue, 32nd Floor, New York, New York 10022.  The principal business address of Steel Excel is 2603 Camino Ramon, Suite 200, San Ramon, California 94583.
 
(c)           Steel Excel is a company whose business consists primarily of capital redeployment and identification of new, profitable operations in the oilfield services, sports, training, education, entertainment and lifestyle businesses.  Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies.  Steel Holdings may seek to obtain majority or primary control, board representation or other significant influence over the businesses in which it holds an interest.  The principal business of SPHG Holdings is holding securities for the account of Steel Holdings.  The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates.  The principal business of Steel Holdings GP is serving as the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings.
 
 
7
 
 
(d)           No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Each of the entities who are Reporting Persons are organized under the laws of the State of Delaware.  Each of the individuals who are listed on Schedule A other than Gary W. Ullman are citizens of the United States of America.  Gary W. Ullman is a citizen of Canada.
 
Item 3.                        Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price of the 2,701,379 Shares owned directly by Steel Excel is approximately $9,404,594, including brokerage commissions.  The Shares owned directly by Steel Excel were acquired with the working capital of Steel Excel.
 
Set forth on Schedule B annexed hereto (“Schedule B”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Schedule A.
 
Item 4.                        Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the board of directors of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, including in connection with making recommendations or proposals to the Issuer concerning changes to the capitalization, corporate structure, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
8
 
 
Item 5.                        Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 21,151,749 Shares outstanding, which is the total number of Shares outstanding as of November 12, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2012.
 
As of the close of business on March 14, 2013, Steel Excel owned directly 2,701,379 Shares, constituting approximately 12.8% of the Shares outstanding.  By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of SPHG Holdings, Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.
 
Set forth on Schedule B is the aggregate number and percentage of Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Schedule A.  Unless otherwise indicated thereon, each of the persons listed on Schedule B has (i) the sole power to vote and dispose of the Shares they beneficially own, if any, and (ii) the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that they beneficially own, if any.
 
(b)           Each of Steel Excel, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of the Shares owned directly by Steel Excel.
 
(c)           Schedule C annexed hereto (“Schedule C”) lists all transactions in the Shares of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)           Not applicable.
 
Item 6.                        Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.
 
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.                        Material to be Filed as Exhibits.
 
99.1
Joint Filing Agreement by and among Steel Excel Inc., Steel Partners Holdings L.P., SPH Group LLC, SPH Group Holdings LLC and Steel Partners Holdings GP Inc., dated March 15, 2013.
 
 
9
 
 
SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:           March 15, 2013
STEEL EXCEL INC.
   
 
By:
 /s/ Mark Zorko
   
Mark Zorko, Chief Financial Officer
     
     
 
STEEL PARTNERS HOLDINGS L.P.
   
 
By:
Steel Partners Holdings GP Inc.
General Partner
   
 
By:
 /s/ Jack L. Howard
   
Jack L. Howard, President
     
     
 
SPH GROUP LLC
   
 
By:
Steel Partners Holdings GP Inc.
Managing Member
   
 
By:
 /s/ Jack L. Howard
   
Jack L. Howard, President
     
     
 
SPH GROUP HOLDINGS LLC
   
 
By:
Steel Partners Holdings GP Inc.
Manager
   
 
By:
 /s/ Jack L. Howard
   
Jack L. Howard, President
     
     
 
STEEL PARTNERS HOLDINGS GP INC.
   
 
By:
 /s/ Jack L. Howard
   
Jack L. Howard, President
 
 
10
 
 
SCHEDULE A
 
Executive Officers and Directors of Steel Excel Inc.
 
Name and Position
Present Principal Occupation
Business Address
Warren G. Lichtenstein, Director
Chairman and Chief Executive Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Jack L. Howard, Director
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
John J. Quicke, Interim President, Chief Executive Officer and Director
Managing Director and operating partner of Steel Partners LLC, a subsidiary of Steel Partners Holdings L.P., a global diversified holding company
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Gary W. Ullman, Director
Chief Executive Officer of Connies Naturals, a corporation that delivers pre-made food products to sports stadiums, theme parks and the military
420 Woodland Acres, Maple, Ontario, Canada L6A1G2
John Mutch, Director
President and Chief Executive Officer of BeyondTrust Software, a privately held security software company
c/o Beyond Trust
2173 Salk Avenue
Carlsbad, CA 92008
Robert J. Valentine, Director
Sports commentator and owner of Bobby V’s Sports Gallery Café
225 Main Street
Stamford, Connecticut 06901
Mark A. Zorko, Chief Financial Officer
Chief Financial Officer of Steel Excel Inc. and DGT Holdings Corp.
c/o Steel Excel Inc.
2603 Camino Ramon, Suite 200
San Ramon, California 94583

 
11
 
 
Executive Officers and Directors of Steel Partners Holdings GP Inc.
 
Name and Position
Present Principal Occupation
Business Address
Warren G. Lichtenstein, Chairman, Chief Executive Officer and Director
Chairman and Chief Executive Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
Jack L. Howard, President and Director
President of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company, and a principal of Mutual Securities, Inc., a registered broker dealer
c/o Steel Partners LLC
590 Madison Avenue, 32nd Floor
New York, NY 10022
James F. McCabe, Jr.,
Chief Financial Officer
Chief Financial Officer of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022
Anthony Bergamo, Director
Vice Chairman of MB Real Estate, a property management company
c/o MB Real Estate
335 Madison Avenue, 14th Floor
New York, NY 10017
John P. McNiff, Director
Partner of Mera Capital Management LP, a private investment partnership
c/o Mera Capital Management LP
161 Washington Street, Suite 1560
Conshohocken, PA 19428
Joseph L. Mullen, Director
Managing Partner of Li Moran International, Inc., a management consulting company
c/o Li Moran International
611 Broadway, Suite 722
New York, NY 10012
General Richard I. Neal, Director
President of Sisvel US, Inc. and Audio MPEG, Inc., licensors of intellectual property
c/o Sisvel US, Inc.
66 Canal Center Plaza, Suite 750
Alexandria, VA 22314
Allan R. Tessler, Director
Chairman and Chief Executive Officer of International Financial Group, Inc., an international merchant banking firm
c/o International Financial Group, Inc.
2500 North Moose Wilson Road
Wilson, WY 83014
Leonard J. McGill, Senior Vice President, General Counsel and Secretary
Senior Vice President, General Counsel and Secretary of Steel Partners Holdings GP Inc., the General Partner of Steel Partners Holdings L.P., a global diversified holding company
c/o Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

 
12
 
 
SCHEDULE B
 
Interest in Securities of the Issuer by the Persons, Who Are Not Reporting Persons, Listed on Schedule A
 
Name
Number of Shares
Beneficially Owned
Percentage
Aggregate Cost
       
Jack L. Howard
5,000*
Less than 1%
$28,529.50

 

 * Owned directly by Mr. Howard’s IRA Account.
 
 
13
 
 
SCHEDULE C

Transactions in the Shares of the Issuer During the Past 60 Days
 
Class of
Security
Securities
Purchased
Price ($)
Date of
Purchase
STEEL EXCEL INC.
Common Stock
1,290,876
3.0300
3/05/2013
Common Stock
293,787
3.3271
3/12/2013
Common Stock
11,055
3.3234
3/13/2013
Common Stock
5,000
3.3400
3/13/2013
Common Stock
65,297
3.5398
3/14/2013
 
 
14