SEC Form SC 13G filed by Forum Energy Technologies Inc.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Forum Energy Technologies, Inc.

 (Name of Issuer)

Common Stock, par value $0.01 per share 

(Title of Class of Securities)

34984V209 

(CUSIP Number)

January 4, 2024 

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*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)

Item 1(a). Name of Issuer.

Forum Energy Technologies, Inc., a Delaware corporation (“Forum”)

Item 1(b). Address of Issuer’s Principal Executive Offices.

10344 Sam Houston Park Drive, Suite 300, Houston, Texas 77064

Item 2(a). Name of Person Filing.

This statement is filed jointly by each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 99.1:

AI RGL is indirectly managed by Advent, and is indirectly beneficially owned by the following funds: (a) Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership (the funds set forth in the foregoing clause (a), the “Advent VII Luxembourg Funds”); (b) Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership and Advent International GPE VII-H Limited Partnership (the funds set forth in the foregoing clause (b), the “Advent VII Cayman Funds”); (c) Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, Advent Partners GPE VII 2014 Limited Partnership, Advent Partners GPE VII-A 2014 Limited Partnership, Advent Partners GPE VII 2014 Cayman Limited Partnership and Advent Partners GPE VII-A 2014 Cayman Limited Partnership (the funds set forth in the foregoing clause (c), the “Advent VII Partners Funds” and, together with the Advent VII Luxembourg Funds and the Advent VII Cayman Funds, the “Advent VII Funds”); and (d) Advent Latin American Private Equity Fund V Limited Partnership, Advent Latin American Private Equity Fund V-A Limited Partnership, Advent Latin American Private Equity Fund V-B Limited Partnership, Advent Latin American Private Equity Fund V-C Limited Partnership, Advent Latin American Private Equity Fund V-D Limited Partnership, Advent Latin American Private Equity Fund V-E Limited Partnership, Advent Latin American Private Equity Fund V-F Limited Partnership, Advent Latin American Private Equity Fund V-G Limited Partnership, Advent Latin American Private Equity Fund V-H Limited Partnership, Advent Latin American Private Equity Fund V-I Limited Partnership and Advent Partners LAPEF V 2010 Limited Partnership (the funds set forth in the foregoing clause (d), the “Advent LAPEF Funds” and together with the Advent VII Funds, the “Advent Funds”). The Advent Funds have indirect ownership interests in RemainCo LP and RemainCo GP through AI RGL, but none of the Advent Funds has voting or dispositive power over any shares of Common Stock owned by RemainCo LP.

GPE VII GP S.à.r.l. is the general partner of the Advent VII Luxembourg Funds. GPE VII GP Limited Partnership is the general partner of the Advent VII Cayman Funds. Advent International GPE VII, LLC is the manager of GPE VII GP S.à.r.l. and is the general partner of GPE VII GP Limited Partnership and each of the Advent VII Partners Funds. LAPEF V GP Limited Partnership is the general partner of each of the Advent LAPEF Funds. Advent International LLC is the general partner of LAPEF V GP Limited Partnership. Advent is the managing member of each of Advent International LLC and Advent International GPE VII, LLC.

Item 2(b). Address of Principal Business Office or, if None, Residence.

The principal business address of (i) each of RemainCo LP and RemainCo GP is 1706 Adamson Crescent SW, Edmonton, Alberta, Canada T6W 1Z4, (ii) Kevin Nugent is 51 Quarry Common SE, Calgary, Alberta, Canada T2C 5T3, (iii) each of CBDD, CB VIII , CB VIII GP, and Charlesbank Capital Partners, LLC is 200 Clarendon Street, 54th Floor, Boston, MA 02116, (iv) AI RGL is 2-4 rue beck, L-1222, Luxembourg and (v) each of Advent and Advent GP is Prudential Tower, 800 Boylston Street, Boston, MA 02199.

Item 2(c). Citizenship.

The citizenship of each of the Reporting Persons is set forth on the cover page for such Reporting Person.

Item 2(d). Title of Class of Securities.

Common stock, par value $0.01 per share (the “Common Stock”), of Forum.

Item 2(e). CUSIP No.

34984V209

Item 3.   If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.  Ownership.

The information required by Items 4(a) – (c) is set forth in Rows 5 through 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Each of RemainCo GP, AI RGL and CBDD Investments, LLC are party to that certain Unanimous Shareholders Agreement (the “Shareholders Agreement”) dated as of July 26, 2022. As a result of having certain governance rights under the Shareholders Agreement, each of AI RGL, Advent and Advent GP may be deemed to have voting and dispositive power over the shares held by RemainCo LP, but do not have an economic interest in all of the shares held by RemainCo LP. By virtue of being a party to the Shareholders Agreement, each of the Reporting Persons may be deemed to be members of a “group” as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each of the Reporting Persons expressly disclaims membership in a group.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 16, 2024

Signature Page to Schedule 13G (Regarding Forum Energy Technologies, Inc.)

Signature Page to Schedule 13G (Regarding Forum Energy Technologies, Inc.)

Signature Page to Schedule 13G (Regarding Forum Energy Technologies, Inc.)