FORT WORTH, Texas–(BUSINESS WIRE)–FTS International, Inc. (NYSE American: FTSI) (“FTSI” or the “Company”) today announced that it has successfully completed its full consensus financial restructuring and exited Chapter 11 .
Michael Doss, Managing Director, said: “Today is an important day for FTSI. We quickly and efficiently completed our financial restructuring and are emerging with sufficient cash and revolving credit capacity to deploy stacked fleets, invest in new technologies, rebuild working capital and create long-term value for our stakeholders.
“FTSI is a leader in the pressure pumping business and with the entire organization focused on improving the value proposition to our customers, we will continue to set operational performance records and attract new customer relationships. . Our team and fleet of pressure pumps are well positioned to quickly take advantage of increased customer demand as the world returns to a more normalized environment. I would like to express my gratitude to all of our employees for their dedication during this process, and to thank our customers, suppliers and service providers for their continued cooperation and support.
“The new owners, which include Amundi Pioneer Asset Management, Glendon Capital Management, Wexford Capital and the Wilks Brothers, have deep industry experience and understand the value of FTSI and the proposition to our clients and the industry,” continued Mr. Doss. . “We expect them to be active partners, strongly committed to supporting our business. The proactive transaction agreed to by our equity and debt holders enhances value for all stakeholders and strengthens the company’s future prospects. I am proud that FTSI now has one of the healthiest balance sheets of any public pressure pumping company.
As previously announced, the United States Bankruptcy Court for the Southern District of Texas, Division of Houston, confirmed FTSI’s pre-packaged plan of reorganization (the “Confirmed Plan”) on November 4, 2020. Consistent with the Confirmed Plan, FTSI has deleveraged its balance sheet in funded debt prior to the petition, resulting in the holders of the old FTSI senior notes and term loan collectively owning more than 90% of the new common stock of FTSI. Holders of FTSI’s legacy stakes received approximately 9.4% of FTSI’s new ordinary shares under the confirmed plan.
Upon emergence, FTSI expects to have approximately $90 million in liquidity and has entered into a new $40 million revolving credit facility with Wells Fargo Bank, NA, as administrative agent and lender, to meet working capital needs.
Issuance of shares and listing on the NYSE American
As part of the emergence of Chapter 11, all of the Company’s existing interests will be canceled and cease to exist, effective at the market open on November 20, 2020. Upon emergence, approximately 13,687,620 common shares new Class A shares are outstanding, with 49 million shares authorized to emerge. Shares of the new Class A common stock of the Company will begin trading on the NYSE American under the symbol “FTSI” on November 20, 2020. In addition, upon emergence, approximately 312,306 shares of the new Class B common stock of the Company are outstanding, with 1 million Class B common shares authorized upon emergence. The shares of the new Class B ordinary shares of the Company are identical to the shares of the new Class A ordinary shares of the Company, except that these shares will not be listed on any stock exchange.
In addition, 1,555,521 Tranche 1 Warrants exercisable for one Class A common share per Tranche 1 Warrant were issued upon emergence at an initial exercise price of $33.04, expiring November 19, 2023 and 3,888,849 Tranche 2 warrants exercisable for one Class A share of the common stock per Tranche 2 Warrant were issued upon emergence at an initial exercise price of $37.14, expiring November 19, 2023 .
Details of the restructuring, securities issued under the confirmed plan, and debt and other agreements entered into under the plan will be provided in a Form 8-K which may be viewed on the company’s website or at Securities and Exchange Commission website (“SEC” website at www.sec.gov.
Adoption of the rights agreement
FTSI’s Board of Directors has also approved the adoption of a shareholder rights agreement (the “Rights Agreement”) and declared a dividend distribution of one right (“Rights”) for each share outstanding ordinary shares (class A ordinary shares and class B ordinary shares) outstanding on the date of record. The record date for this dividend distribution is November 30, 2020. The rights expire, without any further action required from the FTSI Board of Directors, on November 18, 2021.
The adoption of the rights agreement is intended to enable all FTSI shareholders to realize the full potential value of their investment in the company and to protect the interests of the company and its shareholders by reducing the likelihood that any person or a group takes control of FTSI through acquisitions from other shareholders, open market accumulation or other tactics (particularly in today’s volatile markets) without paying an appropriate control premium. In addition, the Rights Agreement provides the FTSI Board of Directors time to make informed decisions that are in the best long-term interests of FTSI and its shareholders and does not preclude the FTSI Board of Directors to consider any offer that is fair and otherwise in the best interests of FTSI shareholders. Under the Rights Agreement, the Rights would generally only become exercisable if a person or group acquires beneficial ownership of 20% or more of FTSI’s common stock in a transaction not approved by the Board of Directors. administration of FTSI.
Further details of the rights grant will be contained in a current report on Form 8-K and a registration statement on Form 8-A that FTSI will file with the SEC. These documents will be available on the SEC’s website at www.sec.gov.
Kirkland & Ellis LLP and Winston & Strawn LLP acted as legal advisors, Lazard Frères & Co acted as financial advisor and Alvarez & Marsal North America, LLC acted as restructuring advisor to the Company. Davis Polk & Wardwell LLP acted as legal advisor, and Ducera Partners, LLC and Silver Foundry, LP acted as financial advisor to the ad hoc group of secured noteholders. Stroock & Stroock & Lavan LLP acted as counsel to the ad hoc group of term lenders.
Court records and other documents related to the restructuring are available on a separate website administered by the company’s claims agent, Epiq, at https://dm.epiq11.com/FTSI. For questions regarding the emergence of the Society, please call the hotline established by Epiq at (888) 490-0882 (toll-free in the United States and Canada) or (503) 597-5602 (outside the United States). United).
About FTS International, Inc.
Based in Fort Worth, Texas, FTSI is an independent hydraulic fracturing services company and one of the only vertically integrated service providers of its kind in North America.
To learn more, visit www.FTSI.com
This press release contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than historical facts, including, without limitation, statements regarding our future financial condition, business strategy, projected revenues, profits, costs, capital expenditures and debt levels, and management plans and objectives for future transactions, are forward-looking statements. When used in this press release, words such as “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe” or “should” or their negative or variations thereof or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
These risks and uncertainties include, but are not limited to: the effects of the Chapter 11 claims (the “Chapter 11 Cases”) the effects of the Chapter 11 Cases on the liquidity or results of operations or business prospects of the society ; the effects of Chapter 11 cases on the company’s business and the interests of various constituents; further declines in domestic spending by the onshore oil and natural gas industry; continued volatility in oil and natural gas prices; the effect of a loss, financial distress or decline in business levels of one or more significant customers; the actions of the Organization of the Petroleum Exporting Countries, or OPEC, its members and other state-controlled oil companies regarding oil prices and production controls; the Company’s inability to employ a sufficient number of key employees, technical personnel and other skilled or qualified workers; the price and availability of alternative fuels and energy sources; rates of discovery of new oil and natural gas reserves; the availability of water resources, proppants and appropriate chemicals in sufficient quantities and prices for use in hydraulic fracturing fluids; uncertainty in capital and commodity markets and the ability of oil and natural gas producers to raise equity and debt financing; potential securities and other legal disputes and proceedings, including arbitration proceedings; the Company’s ability to participate in consolidation opportunities within its industry; the ability to successfully manage economic and operational challenges associated with an outbreak, including epidemics, pandemics or similar widespread public health issues, including the COVID-19 pandemic; the ultimate geographic spread, duration and severity of the COVID-19 outbreak, and the effectiveness of measures taken, or measures that may be taken, by governmental authorities to contain this outbreak or address its impact; the ultimate duration and impact of geopolitical events that adversely affect the price of oil, including the price war between Saudi Arabia and Russia earlier this year; and a deterioration in general economic conditions or a weakening of the broader energy industry. We assume no obligation and disclaim any obligation to update any forward-looking statements contained in this press release.