Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On December 6, 2021, FTS International, Inc. (the
“Company”) issued a press release announcing the expiration of the “go-shop” period pursuant to the terms
of the previously announced Agreement and Plan of Merger, dated October 21, 2021, by and among the Company, ProFrac Holdings, LLC (“Parent”)
and ProFrac Acquisitions, Inc.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed
transaction between the Company and Parent. In connection with this proposed transaction, the Company may file one or more proxy statements
or other documents with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement
on Schedule 14A (the “definitive proxy statement”) which will be mailed or otherwise disseminated to the Company’s
stockholders when it becomes available. This communication is not a substitute for any proxy statement or other document the Company may
file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and
when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at
https://www.ftsi.com/investor-relations/sec-filings/default.aspx or by contacting the Company’s primary investor relation’s
contact by email at investors@ftsi.com or by phone at 817-862-2000.
Participants in Solicitation
The Company, Parent, their respective directors and certain of their
respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, which was filed with the SEC on March 5, 2021, its Amendment No. 1 to its Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, which was filed with the SEC on April 30, 2021, certain of its Quarterly Reports on Form 10-Q and
certain of its Current Reports filed on Form 8-K.
These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the
SEC when they become available.
Forward Looking Statements
This communication contains “forward-looking statements”
within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of
historical fact, including statements about the Company’s ability to consummate the proposed transaction, the expected benefits
of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on the Company 's businesses may be deemed
to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations
for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and
other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,”
“anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,”
“expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,”
“strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance,
plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and
changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the
required vote of the Company’s stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing
of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that
a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are
not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing
business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse
effects on the market price of the common stock of the Company, the risk that the proposed transaction and its announcement could have
an adverse effect on the ability of the Company I to retain customers and retain and hire key personnel and maintain relationships with
its suppliers and customers, economic or political changes that affect the markets that the Company’s businesses serve which could
have an effect on demand for the Company’s products and impact the Company ’s profitability, disruptions in the credit and
financial markets, including diminished liquidity and credit availability, disruptions in the Company's businesses from the coronavirus
pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key employees, and outcomes of legal proceedings, claims
and investigations, future changes, results of operations, domestic spending by the onshore oil and natural gas industry, continued volatility
or future volatility in oil and natural gas prices, deterioration in general economic conditions or a continued weakening or future weakening
of the broader energy industry, federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as
well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate our
industry, and the price and availability of alternative fuels, equipment and energy sources. Accordingly, actual results may differ materially
from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking
statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information
regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s
filings with the Securities and Exchange Commission, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
These forward-looking statements speak only as of the date of this
communication, and the Company does not assume any obligation to update or revise any forward-looking statement made in this communication
or that may from time to time be made by or on behalf of the Company.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number
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Description
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99.1
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Press Release, dated December 6, 2021
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
FTS International, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 6, 2021
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FTS INTERNATIONAL, INC.
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By:
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/s/ Jared Vitemb
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Name:
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Jared Vitemb
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Title:
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Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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Exhibit 99.1
FTS INTERNATIONAL announces
expiration of “Go-shop” period
December 6, 2021
FORT WORTH, TEXAS -- (BUSINESS WIRE) -- FTS International,
Inc. (NYSE American: FTSI) (the “Company” or “FTSI”) today announced the expiration of the 45-day
“go-shop” period under the terms of the previously announced merger agreement (the “Merger Agreement”),
pursuant to which FTSI will be acquired by ProFrac Holdings, LLC (“ProFrac”), a leading oilfield services company.
Under the terms of the Merger Agreement, FTSI and its representatives were permitted to solicit, initiate and engage in discussions or
negotiations with respect to alternative acquisition proposals from third parties during the “go-shop” period until 11:59
p.m. EST on December 5, 2021 (the “Go-Shop Period End Date”).
During the “go-shop” period, FTSI
and its financial advisor, Ducera Securities LLC, reached out to nine potential strategic counterparties and 37 potential financial counterparties,
and did not receive any alternative acquisition proposals. In connection with such outreach, FTSI entered into confidentiality agreements
with two potential strategic counterparties, each of which subsequently withdrew from consideration. As of the Go-Shop Period End Date,
FTSI is not involved in active discussions with any counterparty with respect to an alternative acquisition proposal. Upon the expiration
of the “go-shop” period, FTSI became subject to customary “no-shop” restrictions that limit the ability of FTSI
and its representatives to solicit, initiate and engage in discussions or negotiations regarding alternative acquisition proposals from
third parties, except as otherwise permitted by the Merger Agreement.
FTSI’s Board of Directors has unanimously
approved the Merger Agreement with ProFrac and recommends that FTSI stockholders vote in favor of the transaction at the special meeting
of stockholders to be called in connection with the transaction, the date of which will be announced in due course.
The transaction is expected to close in the first
quarter of 2022, subject to customary closing conditions, including approval by FTSI stockholders and receipt of regulatory approvals.
The Company’s obligation to close the transaction is also conditioned upon approval by a majority of the Company’s stockholders,
excluding its largest stockholder THRC Holdings, which is an affiliate of ProFrac. Upon closing of the transaction, the Company’s
common stock will no longer be listed on any public market.
About FTS International, Inc.
Headquartered in Fort Worth, Texas, FTS International is a pure-play
hydraulic fracturing service company with operations across multiple basins in the United States.
To learn more, visit www.FTSI.com.
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or
the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to
a proposed transaction between FTSI and ProFrac. In connection with this proposed transaction, FTSI may file one or more proxy
statements or other documents with the Securities and Exchange Commission (the “SEC”), including a definitive
proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed or otherwise disseminated
to the Company’s stockholders when it becomes available. This communication is not a substitute for any proxy statement or
other document FTSI may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF FTSI ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and other documents filed with the SEC by FTSI through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by FTSI will be available free of charge on
FTSI’s internet website at https://www.ftsi.com/investor-relations/sec-filings/default.aspx or by contacting FTSI’s
primary investor relation’s contact by email at investors@ftsi.com or by phone at 817-862-2000.
Participants in Solicitation
FTSI, ProFrac, their respective directors and certain of their respective
executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of FTSI is set forth in its Annual Report on Form 10-K for the fiscal year ended December
31, 2020, which was filed with the SEC on March 5, 2021, its Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on April 30, 2021, certain of its Quarterly Reports on Form 10-Q and certain of its Current
Reports filed on Form 8-K.
These documents can be obtained free of charge from the sources indicated
above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with
the SEC when they become available.
Forward Looking Statements
This communication contains “forward-looking
statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that
are not statements of historical fact, including statements about FTSI’s ability to consummate the proposed transaction, the
expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on FTSI's businesses
may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s
current expectations for the future of FTSI based on current expectations and assumptions relating to FTSI’s business, the
economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as
“believes,” “anticipates,” “may,” “should,” “will,” “plans,”
“projects,” “expects,” “expectations,” “estimates,” “forecasts,”
“predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words
of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking
statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult
to predict. Such risks and uncertainties include, among others: the failure to obtain the required vote of FTSI’s
stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction
may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval
that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the
diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing business
operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse
effects on the market price of the common stock of FTSI, the risk that the proposed transaction and its announcement could have an
adverse effect on the ability of FTSI to retain customers and retain and hire key personnel and maintain relationships with its
suppliers and customers, economic or political changes that affect the markets that FTSI’s businesses serve which could have
an effect on demand for FTSI’s products and impact FTSI’s profitability, disruptions in the credit and financial
markets, including diminished liquidity and credit availability, disruptions in the Company's businesses from the coronavirus
pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key employees, and outcomes of legal proceedings,
claims and investigations, future changes, results of operations, domestic spending by the onshore oil and natural gas industry,
continued volatility or future volatility in oil and natural gas prices, deterioration in general economic conditions or a continued
weakening or future weakening of the broader energy industry, federal, state and local regulation of hydraulic fracturing and other
oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and
regulatory agencies to regulate our industry, and the price and availability of alternative fuels, equipment and energy sources.
Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore,
are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor
guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ
materially from these forward-looking statements is available in FTSI’s filings with the Securities and Exchange Commission,
including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of FTSI’s Annual Report on Form 10-K for
the year ended December 31, 2020.
These forward-looking statements speak only as of the date of this
communication, and FTSI does not assume any obligation to update or revise any forward-looking statement made in this communication or
that may from time to time be made by or on behalf of the Company.
Contacts:
FTSI
Lance Turner
Chief Financial Officer, FTSI
817-862-2000
Investors@FTSI.com
Pat Tucker / Will Braun
Abernathy MacGregor
212-371-5999
pct@abmac.com / whb@abmac.com