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 (see General
Instruction A.2. below):
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01. Other Events.
As previously reported, on October 21, 2021, FTS
International, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and
among the Company, ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a
Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge (the “Merger”)
with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. The Company will file a proxy statement
with the Securities and Exchange Commission (the “SEC”) in connection with a special meeting of stockholders to vote on approval
of the Merger Agreement (the “Special Meeting”).
In light of the pending Merger and Special Meeting,
the Board of Directors of the Company has decided to postpone the Company’s 2021 annual meeting of stockholders, which was previously
scheduled to be held on November 16, 2021.
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 SEC. 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 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 the Company 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 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 relations
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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FTS INTERNATIONAL, INC.
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By:
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/s/ Jared Vitemb
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Name: Jared Vitemb
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Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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Date: November 10, 2021