UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): January 7, 2022 (January 4, 2022)
FTS INTERNATIONAL, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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001-38382
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30-0780081
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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777 Main Street, Suite 2900
Fort Worth, Texas 76102
(Address of Principal
Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (817) 862-2000
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):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each
class
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Trading Symbol
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Name of each
exchange on which registered
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Class A Common Stock, par value $0.01 per share
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FTSI
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NYSE American
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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).
Emerging growth company ☐
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. ☐
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On January 4, 2022, FTS International,
Inc. (the “Company”) received a notice from NYSE American LLC (“NYSE American”) indicating that the Company is
not in compliance with the continued listing standards set forth in Section 704 of the NYSE American Company Guide for failure to hold
an annual meeting for the fiscal year ended December 31, 2020 by December 31, 2021.
As previously disclosed, on
October 21, 2021, the Company entered into an Agreement and Plan of Merger, 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 expects the Merger to close in the first quarter of 2022, subject to the
satisfaction of applicable closing conditions. Upon closing of the Merger, the Company’s common stock will no longer be listed on
NYSE American and the Company will be a wholly owned subsidiary of Parent.
A copy of the press release
issued by the Company on January 7, 2022, regarding the notice from NYSE American is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 3.01.
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 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.
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Item 9.01.
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Financial Statements and Exhibits.
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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:
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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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Date: January 7, 2022
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