Forum Energy Technologies, Inc. Announces Commencement of Exchange Offer and Consent Solicitation for 6.250% Senior Notes due 2021

Forum Energy Technologies, Inc. (“Forum” or the “Company”) (NYSE: FET) today announced it has commenced an offer to exchange its existing notes for new 9.00% convertible secured notes due 2025. The new notes will pay interest at the rate of 9.00% (as compared to the rate of 6.25% on the existing notes). Of such interest, 6.25% will be payable in cash and 2.75% will be payable in cash or additional notes, at the Company’s option. The new notes will mature five years from issuance (as compared to the maturity of October 1, 2021 on the existing notes). The new notes will be secured by a first lien on substantially all of the Company’s assets, except for revolving credit facility collateral, which will secure the new notes on a second lien basis (while the existing notes will remain unsecured). The new notes will also be convertible into common stock as described in more detail below.

Investors who participate in the exchange offer will receive $1,000 principal amount of new notes for each $1,000 principal amount of existing notes tendered; provided, that the tenders are submitted by 5:00 p.m. ET on July 17, 2020, unless extended. In addition, Holders who submit tenders by 5:00 p.m. ET on July 17, 2020 will receive a pro rata portion of a total payment of $3,500,000 in cash. Holders who tender after July 17, 2020 will not be eligible to receive any cash fee and will only receive $950 of new notes per $1,000 of existing notes. Holders who participate in the exchange offer will also be giving their consents to eliminate certain restrictive covenants and events of default in the existing notes. The exchange offer will expire on July 31, 2020, unless extended. Accrued and unpaid interest on the existing notes that are exchanged will be paid in cash.

The exchange offer is conditioned on minimum participation of at least 95% of the outstanding existing notes. Unless this minimum condition is satisfied or waived, the Company will not be obligated to consummate the exchange. Holders of approximately $217 million principal amount, or 66.14%, of the Company’s $328 million of existing 6.25% Senior Notes due 2021 have agreed to support the exchange offer by the Company.

Any existing notes that remain outstanding after closing of the exchange offer will be effectively subordinated to the new notes with respect to substantially all the assets of the Company. In addition, the covenants for the existing notes will be eliminated upon the receipt of the requisite majority consents.