SEC Form 4: Glendon Capital Management Lp disposed of $47,086,870 worth of shares (1,775,523 units at $26.52)
$FTSI
Oilfield Services/Equipment
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FTS International, Inc. [ FTSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.01 per share(1)(2) | 03/04/2022 | 03/04/2022 | J(1)(2) | 1,775,523 | D | $26.52 | 0 | I | See Footnote(3) | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The reported securities beneficially owned, directly or indirectly, by the reporting person were disposed on March 4, 2022 in connection with the consummation of the Merger (defined below). On October 22, 2021, the Issuer announced the execution of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 21, 2021, by and among the Issuer, 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 would merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, the Issuer's stockholders would receive $26.52 per share of the Issuer's common stock in cash. See Issuer's Current Report on Form 8-K dated as of October 22, 2021. |
| 2. On March 7, 2022, the Issuer announced that it had consummated the Merger on March 4, 2022. See Issuer's Current Report on 8-K dated March 7, 2022. In connection with the Merger, all outstanding shares of the Issuer's common stock and all of the Issuer's outstanding warrants held by the Reporting Entities were canceled in exchange for cash consideration pursuant to the Merger Agreement. Following the Merger Transaction, the Reporting Entities no longer own any shares of common stock or warrants of the Issuer. |
| 3. The reported securities were beneficially owned directly by certain private funds and certain other advisory clients of Glendon Capital Management, LP ("GCM") which held FTSI's common stock and warrants (collectively the "Glendon Investors"). GCM is the investment manager of the Glendon Investors, and has voting and dispositive power over the reported securities held directly by the Glendon Investors. |
| Remarks: |
| Christopher Sayer, a partner in GCM, is a director on FTSI's board of directors designated by the Noteholders party to the Third Amended and Restated Restructuring Support Agreement among FTSI and certain of its creditors holdings at least 50.01% of the aggregate principal amount of the Notes held by such Noteholders. As a result, GCM may be deemed a director by deputization of reorganized FTSI solely for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| Glendon Capital Management, L.P.; Haig Maghakian | 03/08/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||