Additional Proxy Soliciting Materials (definitive) (defa14a)
October 22 2021 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No.
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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FTS INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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[The
following communication was made available by FTS International, Inc. on LinkedIn.]
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 FTS International, Inc. (“FTSI” or the “Company”)
and ProFrac Holdings, LLC (“Acquiror”). 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”). 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 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. Any definitive proxy statement(s)
(if and when available) will be mailed to stockholders of FTSI as applicable. 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, Acquiror, 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 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.
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