--- schema_version: "secwatch.filing_event.v1" accession: "0001401257-24-000008" form_type: "8-K" ticker: "FET" cik: "0001401257" company_name: "FORUM ENERGY TECHNOLOGIES, INC." filed_at: "2024-01-08T23:59:59+00:00" generated_at: "2026-06-07T02:08:14.101525+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Forum Energy Tech completes acquisition of Variperm for $150M cash + 2M shares ## Summary - Total consideration: $150M cash plus 2M shares of FET common stock, subject to customary purchase price adjustments. - Financed with cash on hand, ~$90M ABL borrowings, and a $60M seller term loan (matures Dec 2026; interest starts at 11%, escalates to 17% and 17.5%). - ABL credit facility amended to increase revolving commitments from $179M to $250M and extend maturity to Sep 2028. - Granted 39,000 RSUs to 14 Variperm employees as inducement awards; vest fully on the second anniversary of closing. ## SEC filing metadata - accession: 0001401257-24-000008 - form_type: 8-K - ticker: FET - cik: 0001401257 - company_name: FORUM ENERGY TECHNOLOGIES, INC. - filed_at: 2024-01-08T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1401257/000140125724000008/0001401257-24-000008-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1401257/000140125724000008/fet-20240104.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001401257-24-000008 - JSON: https://secwatch.observer/filing/0001401257-24-000008.json - Plain text: https://secwatch.observer/filing/0001401257-24-000008.txt ## Key facts - M&A Transactions FORUM ENERGY TECHNOLOGIES, INC. completed an acquisition involving Variperm Holdings Ltd. and other sellers for 2.0 million shares of common stock and cash of US $150.0 million, as adjusted (closed 2024-01-04). - Action: acquisition - Counterparty: Variperm Holdings Ltd. and other sellers - Consideration: 2.0 million shares of common stock and cash of US $150.0 million, as adjusted - Closing: 2024-01-04 source text: On the Closing Date, the Acquisition was consummated in accordance with the terms and conditions of the Agreement. In connection with the consummation of the Acquisition, Forum paid aggregate consideration of (i) the Shares and (ii) an amount of cash equal to US $150.0 million, as adjusted for customary purchase price adjustments set forth in the Agreement relating to cash, net working capital, indebtedness and transaction expenses of Variperm as of the closing of the Transactions (the “ Cash Consideration ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1401257/000140125724000008/0001401257-24-000008-index.htm - Material Agreements FORUM ENERGY TECHNOLOGIES, INC. entered into Credit Agreement with the Sellers, certain of the Option Holders, and VES Partnership valued at $60.0 million (effective 2024-01-04). - Action: entry - Agreement: credit facility - Counterparty: the Sellers, certain of the Option Holders, and VES Partnership - Value: $60.0 million - Effective: 2024-01-04 source text: On the Closing Date, Forum entered into the Second Lien Seller Term Loan Credit Agreement, (the “ Credit Agreement ”), by and among Forum, as borrower, the Sellers and certain of the Option Holders (as defined in the Agreement), as lenders (the “ Lenders ”), and VES Partnership, as administrative and collateral agent for each of the Lenders. Pursuant to the Credit Agreement, Forum borrowed $60.0 million aggregate principal amount of term loans (the “ Term Loans ”), which mature in December 2026. evidence_url: https://www.sec.gov/Archives/edgar/data/1401257/000140125724000008/0001401257-24-000008-index.htm - Material Agreements FORUM ENERGY TECHNOLOGIES, INC. amended Supplemental Indenture with the subsidiary guarantors and U.S. Bank Trust Company, National Association (effective 2024-01-04). - Action: amendment - Agreement: notes offering - Counterparty: the subsidiary guarantors and U.S. Bank Trust Company, National Association - Effective: 2024-01-04 source text: Forum entered into the first supplemental indenture (the “ Supplemental Indenture ”) to the Indenture, dated as of August 4, 2020, by and among Forum, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “ Indenture ”), which adds a subsidiary of Forum as a guarantor to the Indenture. evidence_url: https://www.sec.gov/Archives/edgar/data/1401257/000140125724000008/0001401257-24-000008-index.htm - Material Agreements FORUM ENERGY TECHNOLOGIES, INC. entered into Investor Rights Agreement with the Sellers (effective 2024-01-04). - Action: entry - Counterparty: the Sellers - Effective: 2024-01-04 source text: On the Closing Date, Forum and the Sellers entered into an investor rights agreement (the “ Investor Rights Agreement ”) with respect to the 2.0 million shares of common stock, par value $0.01 per share, of Forum (“ Forum Common Stock ”, and such shares, the “ Shares ”) in connection with the consummation of the Acquisition evidence_url: https://www.sec.gov/Archives/edgar/data/1401257/000140125724000008/0001401257-24-000008-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.