Forum Energy Technologies, Inc S-4/A, filed Jul 20, 2020

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Forum Energy Technologies, Inc. (FET)

S-4/A 2020-07-20

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Added on October 26, 2026

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Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)		☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)		☐



Title of Each Class of Securities to be Registered (1)	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
9.00% Convertible Senior Secured Notes due 2025	$376,335,877	$100%	$376,335,877	$48,849⁽⁴⁾
Common stock, par value $0.01 par value	⁽²⁾	⁽²⁾	⁽²⁾	⁽²⁾
Guarantees	⁽³⁾	⁽³⁾	⁽³⁾	⁽³⁾


Exact name of additional registrant as specified in its charter*	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification
FET Holdings, LLC	Delaware	45-4081088
Forum Energy Services, Inc.	Delaware	90-0778250
Forum Global Holdings, LLC	Delaware	47-1635417
Forum Global Tubing LLC	Delaware	98-0534978
Forum Global Tubing LP	Delaware	98-0534974
Forum International Holdings, Inc.	Delaware	03-0585021
Forum Us, Inc.	Delaware	26-3748750
Global Flow Technologies, Inc.	Delaware	56-2520657
Global Tubing, LLC	Delaware	20-8937890
Houston Global Heat Transfer LLC	Delaware	81-4999345
Z Explorations, Inc.	Delaware	93-0450795
Z Resources, Inc.	Delaware	93-0789523
Zy-Tech Global Industries, Inc.	Delaware	93-0919913


		Per $1,000 Principal Amount of Old Notes Tendered⁽¹⁾
CUSIP Number or ISIN	Principal Amount of Old Notes Outstanding	Consent Payment	Exchange Consideration	Aggregate Early Participation Payment⁽²⁾
34984V AB6; US34984VAB62	$328,144,000	$50 principal amount of New Notes	$950 principal amount of New Notes	$3,500,000


(1) Estimated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for the purposes of calculating the registration fee. The price per $1,000 original principal amount of the 9.00% Convertible Senior Secured Notes due 2025 is based on the principal amount of the currently outstanding 6.250% Senior Notes due 2021 as of July 2, 2020. Includes $48,191,877 principal amount of such notes that represents the maximum amount of notes that may be issued as payment-in-kind interest under the terms of the notes through maturity.
(2) There is being registered hereunder the offer and sale of an indeterminate number of shares of common stock that may be issued upon conversion of a portion of the 9.00% Convertible Senior Secured Notes covered by this registration statement. One preferred purchase right will attach to and trade with each common share. These rights are also covered by this registration statement and the value attributed to them, if any, is reflected in the market price of the common shares. No additional consideration shall be received for the common stock upon conversion of the securities and therefore no additional registration fee is required pursuant to Rule 457(i) under the Securities Act. Pursuant to Rule 416 under the Securities Act, the number of shares of common stock registered hereby shall include an indeterminate number of shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or other similar event. (3) No separate consideration will be received for the guarantees, and no separate fee is payable pursuant to Rule 457(n) under the Securities Act. (4) Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


Date	Calendar Date	Event

Launch Date	July 6, 2020.	Commencement of the Exchange Offer and the Consent Solicitation.

Consent Time	Immediately after 11:59 p.m., New York City time, on July 31, 2020.	The deadline for Holders to validly tender (and not validly withdraw) their Old Notes in order to be eligible to receive the Total Exchange Consideration, including the Consent Payment.

Early Tender Time	Immediately after 11:59 p.m., New York City time, on July 31, 2020.	The deadline for Holders to validly tender (and not validly withdraw) their Old Notes in order to be eligible to receive the Early Participation Payment in addition to the applicable Settlement Consideration.

Withdrawal Deadline	Immediately after 11:59 p.m., New York City time, on July 31, 2020.	The deadline for Holders who validly tender their Old Notes to validly withdraw tenders of their Old Notes. A valid withdrawal of tendered Old Notes will constitute the concurrent valid revocation of such Holder’s related Consent.

Expiration Time	Immediately after 11:59 p.m., New York City time, on July 31, 2020.	The deadline for Holders to validly tender (and not validly withdraw) their Old Notes in order to be eligible to receive the Exchange Consideration.

Settlement Date	Promptly after the Expiration Time. We currently expect the Settlement Date to be August 4, 2020.	The date on which the Aggregate Early Participation Payment and the Settlement Consideration, as applicable, will be paid to Holders in exchange for Old Notes validly tendered (and not validly withdrawn) in the Exchange Offer at or prior to the Expiration Time.


	PAGE

IMPORTANT INFORMATION		ii

FORWARD-LOOKING STATEMENTS		iii

SUMMARY		6

RISK FACTORS		21

USE OF PROCEEDS		39

CAPITALIZATION		40

SELECTED CONSOLIDATED FINANCIAL DATA		41

GENERAL TERMS OF THE EXCHANGE OFFER AND CONSENT SOLICITATION		43

ACCEPTANCE OF NOTES; ACCRUAL OF INTEREST		47

PROCEDURES FOR TENDERING NOTES AND DELIVERING CONSENTS		48

WITHDRAWAL OF TENDERS		52

CONDITIONS OF THE EXCHANGE OFFER AND CONSENT SOLICITATION		53

INFORMATION AND EXCHANGE AGENT; DEALER MANAGERS		56

DESCRIPTION OF THE NEW NOTES		58

BOOK-ENTRY, DELIVERY AND FORM		143

DESCRIPTION OF COMMON STOCK		146

DESCRIPTION OF OTHER INDEBTEDNESS		153

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		156

CERTAIN ERISA CONSIDERATIONS		168

PROPOSED AMENDMENTS		170

LEGAL MATTERS		173

EXPERTS		173

WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE		173


Exchange Offer		We are offering to all holders (each a “Holder” and together, the “Holders”) of Old Notes to exchange New Notes for validly tendered Old Notes. For a description of the terms of the New Notes, see “Description of the New Notes.”

Consideration		Holders who tender their Old Notes at or prior to immediately after 11:59 p.m., New York City time, on July 31, 2020 (such date and time, as the same may be extended, the “Consent Time”) will be eligible to receive $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered for exchange (the “Total Exchange Consideration”), which includes additional consideration in the amount of $50 in principal amount of New Notes per $1,000 principal amount of Old Notes tendered for exchange (the “Consent Payment”). Holders tendering Old Notes after the Consent Time and at or prior to the Expiration Time will not be eligible to receive the Consent Payment and will only receive $950 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered for exchange (the “Exchange Consideration” and, together with the Total Exchange Consideration, the “Settlement Consideration”). In addition, Holders who validly tender (and do not validly withdraw) their Old Notes prior to the Early Tender Time will be eligible to receive the Early Participation Payment in addition to the applicable Settlement Consideration.

Consent Solicitation		In conjunction with the Exchange Offer, we are also soliciting consents (the “Consent Solicitation”) from Holders of Old Notes (“Consents”) to adopt certain proposed amendments that would eliminate substantially all of the restrictive covenants and certain of the default provisions (the “Proposed Amendments”) contained in the indenture governing the Old Notes, dated as of October 2, 2013 (the “Old Notes Indenture”). By tendering your Old Notes you will be deemed to have consented to the Proposed Amendments.


		We must receive Consents by Holders representing a majority of the outstanding principal amount of Old Notes to adopt the Proposed Amendments (the “Requisite Consents”). Any Old Notes owned by the Issuer or any of its affiliates will be disregarded in determining whether Holders of the required principal amount of Old Notes have consented to the Proposed Amendments. If the Requisite Consents are received on or prior to the Consent Time, we intend to execute the Supplemental Indenture promptly thereafter; provided, however, that the Proposed Amendments will not become operative until the Settlement Date (as defined below). If the Proposed Amendments become operative, Old Notes that are not tendered or are not accepted for exchange will remain outstanding but will be subject to the Old Notes Indenture as modified by the Supplemental Indenture. See “Proposed Amendments.” As the Supporting Parties represent a majority of the Old Notes, the Issuer expects to receive the Requisite Consents in the Consent Solicitation. Holders may not tender their Old Notes without delivering the related Consents, and Holders of Old Notes may not deliver Consents without tendering the related Old Notes.

Aggregate Early Participation Payment		Subject to the conditions described herein, the Issuer will pay an aggregate cash payment in the amount of $3,500,000 (the “Aggregate Early Participation Payment”) for the benefit of Holders of Old Notes who validly tender (and do not validly withdraw) their Old Notes at or prior to the Early Tender Time, on a pro rata basis based on the principal amount of Old Notes so tendered. Each Holder’s pro rata portion of the Aggregate Early Participation Payment

		is hereinafter referred to as the “Early Participation Payment.” Holders who tender their Old Notes at or prior to the Early Tender Time will be eligible to receive the Early Participation Payment in addition to the applicable Settlement Consideration. Holders must tender their Old Notes at or prior to the Early Tender Time in order to be eligible to receive the Early Participation Payment.



Denominations		The Issuer will issue up to $328,144,000 in aggregate principal amount of New Notes in this Exchange Offer and Consent Solicitation. The Issuer will issue the New Notes in denominations of integral multiples of $1.00. Holders who tender less than all of their Old Notes must continue to hold Old Notes in the minimum authorized denomination of $2,000 principal amount.

Consent Time		To receive the Total Exchange Consideration, Holders must validly tender (and not validly withdraw) their Old Notes at or prior to the Consent Time, unless extended. We may extend the Consent Time or the Early Tender Time without extending the other.

Early Tender Time		To receive the Early Participation Payment, Holders must validly tender (and not validly withdraw) their Old Notes at or prior to immediately after 11:59 p.m., New York City time, on July 31, 2020, unless extended (such date and time, as the same may be extended, the “Early Tender Time”). We may extend the Early Tender Time or the Consent Time without extending the other.

Expiration Time		The Exchange Offer will expire immediately after 11:59 p.m., New York City time, on July 31, 2020, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Time”).

Settlement Date		Subject to the terms and conditions of the Exchange Offer, the settlement date will occur promptly after the Expiration Time and is currently expected to occur on or about August 4, 2020 (the “Settlement Date”).

Accrued and Unpaid Interest		Holders whose Old Notes are accepted for exchange will also receive payment of accrued and unpaid interest in cash from the last interest payment date for the Old Notes to, but not including, the Settlement Date.



Procedure for Tenders		If a Holder wishes to participate in the Exchange Offer, and such Holder’s Old Notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, such Holder must instruct such custodial entity (pursuant to the procedures of the custodial entity) to tender the Old Notes on such Holder’s behalf. Custodial entities that are participants in the Depository Trust Company (“DTC”) must tender Old Notes through DTC’s Automated Tender Offer Program (“ATOP”). For further information, see “Procedures for Tendering Notes and Delivering Consents.”

Withdrawal Rights		Tenders of Old Notes may be withdrawn at any time prior to the Expiration Time (such time, as the same may be extended by the Issuer from time to time at its sole discretion, the “Withdrawal Deadline”), but not thereafter, subject to limited exceptions.

Consequences of Failure to Tender		Old Notes left outstanding following the consummation of the Exchange Offer will be effectively subordinated to the secured indebtedness represented by the New Notes and all existing secured indebtedness of Forum and the Guarantors (as defined in “Description of the New Notes”), in each case, to the extent of the value of the collateral securing such obligations. To the extent that any Old Notes remain outstanding after completion of the Exchange Offer, any existing trading market for the remaining Old Notes may become further limited. The reduced outstanding principal amount may make the trading prices of the remaining Old Notes more volatile.

		If the Requisite Consents are received and the Proposed Amendments become operative, any Old Notes that are not exchanged pursuant to the Exchange Offer will be subject to the Old Notes Indenture as modified by the Supplemental Indenture and will no longer have the benefit of substantially all of the restrictive covenants and certain events of default currently applicable to the Old Notes and certain other provisions currently contained in the Old Notes Indenture. For a description of the consequences of failing to tender your Old Notes pursuant to the Exchange Offer, see “Risk Factors—Risks to Holders of Old Notes Not Tendered for Exchange.”



Amendment; Waiver and Termination		We reserve the right, subject to applicable law, to amend or extend the Exchange Offer and the Consent Solicitation at any time or to amend or modify the Minimum Tender Condition, Aggregate Early Participation Payment, the Total Exchange Consideration, the Exchange Consideration or any other terms applicable to the Old Notes. Subject to applicable law, the Issuer may terminate the Exchange Offer and the Consent Solicitation if any of the conditions described under “Conditions of the Exchange Offer” are not satisfied or waived by the Expiration Time. In the event that the Exchange Offer is terminated or otherwise not consummated at or prior to the Settlement Date, no consideration will be paid or become payable to Holders on the Settlement Date who have validly tendered their Old Notes. In any such event, Old Notes tendered pursuant to the Exchange Offer will be promptly returned to the tendering Holders. See “General Terms of the Exchange Offer and Consent Solicitation—Extension or Amendment.”

Exchange and Support Agreement		Pursuant to the terms of the Exchange and Support Agreement, the Supporting Parties have agreed, subject to the terms and conditions set forth therein, to tender (and not withdraw) at or prior to the Early Tender Time all Old Notes held by the Supporting Parties in the Exchange Offer (and, accordingly, Consents in respect of all such Old Notes). The Supporting Parties hold in aggregate approximately 66.14% of the outstanding principal amount of Old Notes. The Supporting Parties’ obligations with respect to the Exchange and Support Agreement are conditioned upon our agreement not to waive or amend certain conditions to the consummation of the Exchange Offer set forth herein (including the execution of the Credit Agreement Amendment and the Minimum Tender Condition) without the prior written consent of the Supporting Parties in accordance with the terms of the Exchange and Support Agreement, subject to certain exceptions.

Soliciting Broker Fee		If the Exchange Offer is consummated, we have agreed to pay a fee (the “Soliciting Broker Fee”) equal to $2.50 for each $1,000 principal amount of Old Notes that are validly tendered and accepted for exchange pursuant to such Exchange Offer to


		soliciting retail brokers that are appropriately designated by their clients to receive this fee. See “General Terms of the Exchange Offer and Consent Solicitation—Soliciting Broker Fees.”

Use of Proceeds		We will not receive any cash proceeds from the Exchange Offer. The Old Notes tendered in connection with the Exchange Offer will be retired and cancelled and will not be reissued.

Taxation		For a discussion of material U.S. federal income tax consequences of the Exchange Offer and the ownership and disposition of the New Notes, see “Material U.S. Federal Income Tax Considerations.”

Lead Dealer Manager		BofA Securities, Inc. is serving as the sole lead dealer manager (the “Lead Dealer Manager”). The address and telephone numbers of the Lead Dealer Manager are listed on the back cover page of this Prospectus.

Co-Dealer Managers		Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are serving as the co-dealer managers (together with the Lead Dealer Manager, the “Dealer Managers”)

Information and Exchange Agent		D.F. King & Co., Inc. is serving as the Information Agent and Exchange Agent (the “Information and Exchange Agent”) for the Exchange Offer and Consent Solicitation. The address and telephone numbers of the Information and Exchange Agent are listed on the back-cover page of this Prospectus.

Risk Factors		See “Risk Factors” and the other information included in and incorporated by reference in this Prospectus for a discussion of factors you should carefully consider before deciding to participate in the Exchange Offer.



Issuer		Forum Energy Technologies, Inc.

Securities Offered		$328,144,000 aggregate principal amount of 9.00% Convertible Senior Secured Notes due 2025.

Maturity Date		August 4, 2025, provided, that if more than $16.5 million of Old Notes remain outstanding as of June 30, 2021, the New Notes will mature on June 30, 2021.

Interest		Interest on the New Notes will be payable semi-annually in arrears on each April 1 and October 1, beginning on October 1, 2020. Interest on the New Notes will accrue from (and including) the Settlement Date. At the election of the Issuer, interest may be paid (i) by paying 9.00% per annum entirely in cash (“Cash Interest”) or (ii) by paying 6.25% per annum in cash and 2.75% per annum by increasing the principal amount of the outstanding New Notes or by issuing additional New Notes (“PIK Interest”), in each case as further described in “Description of the New Notes.”

Original Issue Discount		The New Notes are expected to be issued with original issue discount (“OID”) for U.S. federal income tax purposes. In such case, in addition to the stated interest on the New Notes, a holder participating in the Exchange Offer that is subject to U.S. federal income taxation generally would be required to include the OID in gross income (as ordinary income) as it accrues on a constant yield to maturity basis for U.S. federal income tax purposes, in advance of the receipt of any cash payments attributable to such gross income and regardless of the holder’s regular method of accounting for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations” for further information.

Optional Conversion		The Applicable Percentage (as defined in “Description of the New Notes”) of (i) any New Notes called for redemption by the Issuer and (ii) all New Notes outstanding on the second trading day prior to the maturity date of the New Notes, will be convertible, at the option of each holder of such New Notes, into shares of our common stock at a conversion rate of 740.7407 shares per $1,000 principal amount of New Notes converted (equivalent to a conversion price of approximately $1.35 per


Wells Fargo Securities		Citigroup		J.P. Morgan


		share of common stock), which will be subject to customary adjustments with respect to, among other things, certain dividends and distributions, mergers and reclassifications. See “Description of the New Notes—Conversion Rights.”

Mandatory Conversion		The Applicable Percentage of all outstanding New Notes will be automatically converted into shares of our common stock at the conversion rate then in effect per $1,000 principal amount of such New Notes if the average of the Daily VWAPs of the Common Stock over any 20 consecutive Trading Day period exceeds or equals $1.50. See “Description of the New Notes—Conversion Rights.”

Applicable Percentage		An amount, expressed as a percentage, equal to (i) $150 million plus the principal amount of any PIK Interest paid in respect of the New Notes, divided by (ii) the aggregate principal amount of New Notes outstanding, subject to certain adjustments as described in the definition of “Applicable Percentage” in “Description of the New Notes.”

Conversion Cap		Prior to the approval by holders of a majority of the shares of common stock represented at a special or annual meeting of stockholders and entitled to vote on the issuance of the maximum number of shares of common stock that would be issued upon conversion of the Applicable Percentage of all outstanding New Notes (the “Required Stockholder Approval”), the amount of New Notes that may be converted into common stock shall be subject to a cap (the “Conversion Cap”) as further described in “Description of the New Notes—Certain Definitions.” If such Required Stockholder Approval is not received by June 30, 2021, the failure to obtain such approval will result in an event of default under the New Notes. Upon such default, the New Notes will become immediately due and payable without any action by the New Notes Trustee (as defined below). Promptly after the consummation of the Exchange Offer, the Company intends to call a special meeting of its stockholders to approve the issuance of the maximum number of shares of common stock that would be issued upon conversion of the Applicable Percentage of all outstanding New Notes.



Ranking		The New Notes will be senior secured obligations of the Company. Accordingly, they will be: • pari passu in right of payment with all existing and future senior indebtedness of the Company, including all obligations under our Credit Agreement; • secured on a first priority basis by the Notes Priority Collateral and the Notes Separate Collateral (each as defined in the “Description of the New Notes”) and on a second priority basis by the ABL Priority Collateral (as defined in “Description of the New Notes”), in each case, subject to Permitted Liens under the indenture governing the New Notes (the “New Notes Indenture”); • effectively senior to all unsecured indebtedness of the Company, to the extent of the value of the collateral (after giving effect to the Liens on the ABL Priority Collateral securing our Credit Agreement and any other senior Lien on the collateral); • senior in right of payment to any future subordinated Indebtedness of the Company; and • structurally subordinated to all obligations and other liabilities of any of our non-guarantor subsidiaries.

Collateral		The New Notes and the related guarantees will be secured by (i) a first-priority security interest in the Notes Priority Collateral and the Notes Separate Collateral, which will consist of the assets described in “Description of the New Notes—Security” and (ii) a second-priority security interest in the ABL Priority Collateral, which will consist of the assets described in the definition of ABL Priority Collateral set forth in “Description of the New Notes—Certain Definitions.” The Notes Priority Collateral, together with the Notes Separate Collateral, comprises substantially all of the personal property of the Company and certain of its subsidiaries, except for the ABL Priority Collateral, and certain of the real property interests of the Company and certain of its subsidiaries.



Intercreditor Agreement		On the issue date of the New Notes, the Notes Collateral Agent, on behalf of the holders of the New Notes, will enter into an intercreditor agreement (the “Intercreditor Agreement”) with the Company, the Guarantors, and the ABL Facility Collateral Agent (as defined in “Description of the New Notes”), on behalf of the holders of the ABL Obligations (as defined in “Description of the New Notes”), which will govern the relationship between the holders of the New Notes and the holders of the ABL Obligations, with respect to collateral and certain other matters relating to the administration of security interests, exercise of remedies, certain bankruptcy-related provisions and other intercreditor matters. See “Description of the New Notes—Intercreditor Agreement.”

Guarantees		On the issue date of the New Notes, the Company’s obligations under the New Notes and the New Notes Indenture will be jointly and severally guaranteed, on a senior basis, by each of the Company’s direct and indirect Domestic Subsidiaries (as defined in “Description of the New Notes”) that guarantees any Indebtedness of the Company under the Credit Agreement. After the issue date of the New Notes, the New Notes will be unconditionally guaranteed by certain of the Company’s direct and indirect Domestic Subsidiaries other than an Excluded Subsidiary (as defined in “Description of the New Notes”). Not all of the Company’s subsidiaries will guarantee the New Notes. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Company. As of March 31, 2020, our non-Guarantor subsidiaries accounted for approximately 27.4% of our consolidated assets and 13.6% of our consolidated liabilities. For the three months ended March 31, 2020, our non-Guarantor subsidiaries accounted for approximately 28.6% and 4.9% of our revenue and operating loss, respectively.

Optional Redemption		Subject to the rights of holders of New Notes to exercise their conversion rights, we will have the option to redeem the New Notes, in whole or in part, at any time or from time to time on or after August 4, 2022 at the redemption prices set forth in this


		Prospectus under “Description of the New Notes—Optional Redemption,” together with any accrued and unpaid interest to, but not including, the date of redemption. In addition, before August 4, 2022, we may redeem the New Notes, in whole or in part, at a price equal to 100% of their principal amount, plus a make-whole premium, together with accrued and unpaid interest to, but not including, the redemption date. The Company will not be permitted to redeem any New Notes prior to obtaining the Required Stockholder Approval.

Change of Control		If a change of control event occurs and is not followed within five Business Days (as defined in the New Notes Indenture) by a ratings upgrade as described in the New Notes Indenture, we may be required to offer to purchase all New Notes at a price equal to 101% of the principal amount of New Notes plus accrued and unpaid interest to, but not including, the date of repurchase See “Description of the New Notes—Change of Control.”

Certain Covenants		The New Notes Indenture will contain covenants that, among other things, limit our ability and the ability of our subsidiaries to: • pay dividends on, purchase or redeem our common stock or redeem or repurchase our subordinated debt; • make payments of principal on certain Old Notes that are not tendered in the Exchange Offer, whether at maturity or otherwise; • make certain investments; • incur or guarantee additional indebtedness or issue certain types of equity securities; • create certain liens; • sell assets, including equity interests in our subsidiaries; • redeem or prepay subordinated debt; • restrict dividends or other payments of our subsidiaries; • consolidate, merge or transfer all or substantially all of our assets; and • engage in transactions with affiliates. These covenants are subject to important exceptions and qualifications that are described under “Description of the New Notes” in this Prospectus.


		If the New Notes achieve an investment grade rating from either Moody’s Investors Service, Inc. or Standard & Poor’s Global Ratings, and no Default or Event of Default has occurred and is then continuing, many of these covenants will be terminated.

Listing		Our common stock is traded on the New York Stock Exchange under the symbol “FET.” We do not intend to list the New Notes on any exchange.

Risk Factors		Investment in the New Notes involves risks. You should carefully consider the information under “Risk Factors” and all other information included in, or incorporated by reference into, this prospectus before investing in the New Notes.

Trustee, Paying Agent, Security Registrar and Conversion Agent		U.S. Bank National Association (the “New Notes Trustee”).


(in thousands)	As of March 31, 2020
	Actual (unaudited)		Adjusted For Repurchases ⁽¹⁾		Adjusted For Exchange Offer ⁽²⁾
Cash and cash equivalents		108,949		114,697		111,197
Long-term debt (including current maturities)
Credit Agreement		55,000		85,000		85,000
Old Notes		389,150		328,144		—
New Notes		—		—		328,144
Other debt		2,854		2,854		2,854

Total debt		447,004		415,998		415,998
Stockholders’ equity		442,062		478,816		475,316

Total capitalization	$	889,066	$	894,814	$	891,314


	For the Three Months Ended March 31,⁽¹⁾					Year Ended December 31,
(in thousands, except per share information)	2020		2019			2019		2018		2017		2016		2015
Income Statement Data:
Revenues	$	182,632	$	271,842		$	956,533	$	1,064,219	$	818,620	$	587,635	$	1,073,652
Total operating expenses		238,039		266,696			1,492,361		1,461,357		961,215		718,411		1,202,199
Earnings (loss) from equity investment		—		(849)			(318)		140		1,000		1,824		14,824

Operating income (loss)		(55,407)		4,297			(536,146)		(396,998)		(141,595)		(128,952)		(113,723)

Total other expense (income)		(3,913)		10,458			32,725		(7,244)		(86,316)		9,047		20,600

Loss before income taxes		(51,494)		(6,161)			(568,871)		(389,754)		(55,279)		(137,999)		(134,323)
Income tax expense (benefit)		(14,350)		1,727			(1,814)		(15,674)		4,121		(56,051)		(14,939)

Net loss		(37,144)		(7,888	)		(567,057)		(374,080)		(59,400)		(81,948)		(119,384)
Less: Income (loss) attributable to noncontrolling interest		—		—			—		—		—		30		(31)

Net loss attributable to common stockholders		(37,144)		(7,888)			(567,057)		(374,080)		(59,400)		(81,978)		(119,353)

Weighted average shares outstanding
Basic		111,173		109,643			110,100		108,771		98,689		91,226		89,908
Diluted		111,173		109,643			110,100		108,771		98,689		91,226		89,908
Loss per share
Basic	$	(.33)	$	(.07)		$	(5.15)	$	(3.44)	$	(0.60)	$	(0.90)	$	(1.33)
Diluted	$	(.33)	$	(.07)		$	(5.15)	$	(3.44)	$	(0.60)	$	(0.90)	$	(1.33)

	As of March 31,					As of December 31,
(in thousands)	2020		2019			2019		2018		2017		2016		2015
Balance Sheet Data:
Cash and cash equivalents	$	108,949	$	29,694		$	57,911	$	47,241	$	115,216	$	234,422	$	109,249
Net property, plant and equipment		136,451		173,172			154,836		177,358		197,281		152,212		186,667
Total assets		1,145,492		1,850,170			1,159,997		1,829,652		2,195,228		1,835,192		1,886,042
Long-term debt		444,936		487,916			398,862		517,544		506,750		396,747		396,016
Total stockholders’ equity		442,062		1,031,059			486,039		1,030,126		1,409,016		1,235,202		1,257,020

	For the Three Months Ended March 31,					Year ended December 31,
(in thousands)	2020		2019			2019		2018		2017		2016		2015
Other financial data:
Net cash provided by (used in) operating activities	$	1,567	$	17,887		$	104,144	$	2,407	$	(40,033)	$	64,742	$	155,913
Capital expenditures for property and equipment		(958)		(3,687)			(15,102)		(24,043)		(26,709)		(16,828)		(32,291)
Proceeds from the sale of equity investment, business, property and equipment		37		134			43,237		9,258		1,971		9,763		1,821


Year	Optional redemption price
2022		104.500	%
2023		102.500	%
2024 and thereafter		100.000	%


CR₀ =		the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;

CR₁ =		the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or effective date, as applicable;

OS₀ =		the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or effective date (before giving effect to any such dividend, distribution, share split or share combination), as applicable; and

OS₁ =		the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable.


Provision Deleted	Indenture Section	Effect of Amendment
Provision of Financial Information	§4.3	The elimination of the “Provision of Financial Information” covenant would terminate the contractual obligation of the Company to deliver quarterly, annual and current reports to the Holders of the Old Notes.
Stay, Extension and Usury Laws	§4.6	The elimination of the “Stay, Extension and Usury Laws” covenant would terminate the contractual obligation of the Company to refrain from claiming or taking the benefit or advantage of, any stay, extension or usury law that may affect the covenants or the performance of the Old Notes Indenture.
Limitation on Restricted Payments	§4.7	The elimination of the “Limitations on Restricted Payments” covenant would terminate the contractual restrictions on the ability of the Company and restricted subsidiaries to make certain restricted payments, such as dividends.
Limitation on Dividends and Other Restrictions Affecting Restricted Subsidiaries	§4.8	The elimination of the “Limitation on Dividends and Other Restrictions Affecting Restricted Subsidiaries” covenant would terminate the contractual obligation of the Company and restricted subsidiaries to not create or assume consensual restrictions on the ability of restricted subsidiaries to pay dividends or make distributions to, pay interest on indebtedness owed to, make loans to or transfer property to, the Company or another restricted subsidiary.
Limitation on Additional Indebtedness	§4.9	The elimination of the “Limitation on Additional Indebtedness” covenant would terminate the restrictions on the ability of the Company and restricted subsidiaries to incur additional indebtedness.


Limitation on Asset Sales	§4.10	The elimination of the “Limitation on Asset Sales” covenant would terminate certain contractual requirements with respect to asset sales, including that the consideration received be equal to fair market value and that at least 75% of the consideration received from asset sales be in the form of cash, and would eliminate the obligation of the Company to use certain proceeds from asset sales to invest in its business, repay indebtedness, and/or repurchase a portion of the Old Notes.
Limitation on Transactions with Affiliates	§4.11	The elimination of the “Limitation on Transactions with Affiliates” covenant would permit transactions with affiliates without regard to the terms of such transactions.
Limitation on Liens	§4.12	The elimination of the “Limitation on Liens” covenant would terminate the contractual obligation of the Company and restricted subsidiaries to not create or assume any liens on assets except permitted liens.
Offer to Purchase upon Change of Control	§4.13	The elimination of the “Offer to Purchase Upon Change of Control” covenant would terminate the contractual obligation of the Company to offer to repurchase the Old Notes upon the occurrence of a Change of Control.
Additional Guarantees	§4.15	The elimination of the “Additional Guarantees” covenant would terminate the contractual obligation of the Company cause additional restricted subsidiaries to provide guarantees in respect of the Old Notes.
Limitation on Designation of Unrestricted Subsidiaries	§4.16	The elimination of the “Limitation on Designation of Unrestricted Subsidiaries” covenant would eliminate certain restrictions on the Company’s ability to designate unrestricted subsidiaries.
Consolidation, Merger, Conveyance, Transfer or Lease	§5.1(a)(2)-(4) and (b)(1)(B), (b)(1)(C) and (b)(2)	The amendment of the “Consolidation, Merger, Conveyance, Transfer or Lease” covenant would terminate certain requirements in connection with mergers or transfers of all or substantially all assets of the Company.
Events of Default	§6.1(3)-(8)	The amendment of the “Events of Default” section would remove all enumerated Events of Default permitting acceleration other than Events of Default relating to the failure to make interest, principal or premium payments on the Old Notes.


BofA Securities
620 S. Tryon Street, 20^th Floor Charlotte, North Carolina 28255 Attention: Debt Advisory E-mail: debt_advisory@bofa.com Collect: (980) 388-3646
*Co-Dealer Managers*
Wells Fargo Securities	Citigroup	J.P. Morgan


Number		Description

3.1**		Third Amended and Restated Certificate of Incorporation of Forum Energy Technologies, Inc. dated March 28, 2011 (incorporated herein by reference to Exhibit 3.2 to Amendment No. 5 to the Registration Statement, filed on March 29, 2012) (File No. 333-180676).

3.2**		Second Amended and Restated Bylaws of Forum Energy Technologies, Inc. dated April 17, 2012 (incorporated herein by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K, filed on April 17, 2012) (File No. 1-35504).

4.1**		Form of Indenture to be entered into between Forum Energy Technologies, Inc. and U.S. Bank National Association, as Trustee.

4.2**		Form of Supplemental Indenture to be entered into between Forum Energy Technologies, Inc. and Wells Fargo, National Association, as Trustee.

4.3**		Form of Global Note for 9.00% Convertible Senior Secured Notes due 2025 (included in Exhibit 4.1).

5.1**		Opinion of Kirkland & Ellis LLP.

23.1*		Consent of Deloitte & Touche LLP.

23.2*		Consent of PricewaterhouseCoopers LLP.

23.3**		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).

24.1**		Power of Attorney (included in the signature page of the initial filing of this Form S-4).

25.1**		Form T-1 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as Trustee.


FORUM ENERGY TECHNOLOGIES, INC.

By:		/s/ C. Christopher Gaut
		C. Christopher Gaut
		President, Chief Executive Officer and Chairman of the Board

FET HOLDINGS, LLC
FORUM ENERGY SERVICES, INC.
FORUM GLOBAL HOLDINGS, LLC
FORUM GLOBAL TUBING LLC
FORUM US, INC.
FORUM INTERNATIONAL HOLDINGS, INC.
FORUM GLOBAL TUBING LP
HOUSTON GLOBAL HEAT TRANSFER LLC
GLOBAL TUBING, LLC

By:		/s/ John C. Ivascu
		John C. Ivascu
		Authorized Signatory

GLOBAL FLOWS TECHNOLOGIES, INC.
Z EXPLORATIONS, INC.
Z RESOURCES, INC.
ZY-TECH GLOBAL INDUSTRIES, INC.

By:		/s/ Steve Pounds
		Steve Pounds
		President


Signature	Title	Date
*	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	July 20, 2020
C. Christopher Gaut

/s/ D. Lyle Williams	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 20, 2020
D. Lyle Williams

*	Corporate Controller (Principal Accounting Officer)	July 20, 2020
John McElroy

*	Director	July 20, 2020
Evelyn M. Angelle

*	Director	July 20, 2020
David C. Baldwin

*	Director	July 20, 2020
John A. Carrig

*	Director	July 20, 2020
Michael McShane

*	Director	July 20, 2020
Louis A. Raspino

*	Director	July 20, 2020
John Schmitz

*	Director	July 20, 2020
Andrew L. Waite