UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
FTS International, Inc.
(Name of Issuer)
Class A Common stock, par value $0.01
(Title of Class of Securities)
30283W203
(CUSIP Number)
March 1, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d–1(b) ☒ Rule 13d–1(c) ☐ Rule 13d–1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 30283W203 | Page 1 of 8 |
| (1) | Names of reporting persons
RRJ Capital Ltd (“RRJ Capital”) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by reporting person with: |
(5) | Sole voting power
NONE | ||||
| (6) | Shared voting power
681,719 or 4.98% of FTS International, Inc.’s (“FTS”) outstanding New Class A Common Stock (assuming the exercise of the Tranche 1 Warrants and Tranche 2 Warrants, as defined in the Current Report on Form 8-K filed on November 19, 2020 and together, the “Warrants”). | |||||
| (7) | Sole dispositive power
NONE | |||||
| (8) | Shared dispositive power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (12) | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 30283W203 | Page 2 of 8 |
| (1) | Names of reporting persons
RRJ Capital Master Fund I, L.P. (“RRJ Master”) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Cayman Islands | |||||
| Number of shares beneficially owned by reporting person with: |
(5) | Sole voting power
NONE | ||||
| (6) | Shared voting power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (7) | Sole dispositive power
NONE | |||||
| (8) | Shared dispositive power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (12) | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 30283W203 | Page 3 of 8 |
| (1) | Names of reporting persons
Senja Capital Ltd (“Senja”) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
| Number of shares beneficially owned by reporting person with: |
(5) | Sole voting power
NONE | ||||
| (6) | Shared voting power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (7) | Sole dispositive power
NONE | |||||
| (8) | Shared dispositive power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (12) | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 30283W203 | Page 4 of 8 |
| (1) | Names of reporting persons
Hampton Asset Holding Ltd. (“Hampton”) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
| Number of shares beneficially owned by reporting person with: |
(5) | Sole voting power
NONE | ||||
| (6) | Shared voting power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (7) | Sole dispositive power
NONE | |||||
| (8) | Shared dispositive power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (12) | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 30283W203 | Page 5 of 8 |
| (1) | Names of reporting persons
Ong Tiong Sin (“Mr. Ong”) | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☒ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Malaysian citizen | |||||
| Number of shares beneficially owned by reporting person with: |
(5) | Sole voting power
NONE | ||||
| (6) | Shared voting power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (7) | Sole dispositive power
NONE | |||||
| (8) | Shared dispositive power
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
| |||||
| (11) | Percent of class represented by amount in Row (9)
4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants). | |||||
| (12) | Type of reporting person (see instructions)
CO | |||||
Page 6 of 8
SCHEDULE 13G
Item 1(a) Name of issuer: FTS International, Inc. (“FTS”)
Item 1(b) Address of issuer’s principal executive offices:
777 Main Street, Suite 2900
Fort Worth, TX 76102
2(a) Name of person filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”. This statement is filed on behalf of RRJ Capital Ltd (“RRJ Capital”), RRJ Capital Master Fund I, L.P. (“RRJ Master”), Senja Capital Ltd (“Senja”), Hampton Asset Holding Ltd (“Hampton”) and Ong Tiong Sin (“Mr. Ong”).
Senja is wholly-owned by RRJ Master.
RRJ Capital is the general partner of RRJ Master.
Mr. Ong is (A) a director (one of five directors of RRJ Capital, the other four directors being Ong Tiong Boon, Eddie Teh Ewe Guan, Rizal Bin Ishak and Kim Young So) and sole shareholder of RRJ Capital, (B) a limited partner in RRJ Master through a special purpose vehicle, (C) a director (one of two directors, the other director of Senja being Kim Young So) of Senja, and (D) the sole director and sole shareholder of Hampton.
2(b) Address or principal business office or, if none, residence:
The business address of each Reporting Person is at c/o RRJ Management (HK) Limited Room 802-804, Man Yee Building, 68 Des Voeux Road, Central, Hong Kong.
2(c) Citizenship:
Each of RRJ Capital and RRJ Master is organized and existing under the laws of the Cayman Islands.
Each of Senja and Hampton is organized and existing under the laws of the British Virgin Islands.
Mr. Ong is a Malaysian citizen.
2(d) Title of class of securities:
Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”).
2(e) CUSIP No.:
30283W203
Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4.(a) – (b) Ownership
As of the date of filing of the Reporting Persons’ Schedule 13G dated 19 January 2021 (the “19 January Filing”), Senja owns 141,860 shares of Class A Common Stock, 168,278 Tranche 1 Warrants and 460,697 Tranche 2 Warrants and Hampton owns 10,545 shares of Class A Common Stock, 12,508 Tranche 1 Warrants and 31,272 Tranche 2 Warrants.
Subsequent to the 19 January Filing, Senja disposed of certain shares of Class A Common Stock through the public markets.
As of the date of filing of this Schedule 13G, the Reporting Persons collectively own 681,719 or 4.98% of FTS’s outstanding New Class A Common Stock (assuming the exercise of Warrants).
Page 7 of 8
SCHEDULE 13G
(c) Number of shares as to which the person has:
The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.
Item 5. Ownership of 5 Percent or Less of a Class.
Yes.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not appliable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not appliable.
Item 8. Identification and Classification of Members of the Group.
Not appliable.
Item 9. Notice of Dissolution of Group.
Not appliable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under §240.14a-11.
Page 8 of 8
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| RRJ CAPITAL LTD
| ||||||||||
| Date: |
July 13, 2021 | Signature: | /s/ Ong Tiong Sin | |||||||
| Name: | Ong Tiong Sin | |||||||||
| Title: | Director | |||||||||
| RRJ CAPITAL MASTER FUND I, L.P. By: RRJ Capital Ltd, its general partner
| ||||||||||
| Date: |
July 13, 2021 | Signature: | /s/ Ong Tiong Sin | |||||||
| Name: | Ong Tiong Sin | |||||||||
| Title: | Director | |||||||||
| SENJA CAPITAL LTD
| ||||||||||
| Date: |
July 13, 2021 | Signature: | /s/ Ong Tiong Sin | |||||||
| Name: | Ong Tiong Sin | |||||||||
| Title: | Director | |||||||||
| HAMPTON ASSET HOLDING LTD
| ||||||||||
| Date: |
July 13, 2021 | Signature: | /s/ Ong Tiong Sin | |||||||
| Name: | Ong Tiong Sin | |||||||||
| Title: | Director | |||||||||
| ONG TIONG SIN
| ||||||||||
| Date: |
July 13, 2021 | Signature: | /s/ Ong Tiong Sin | |||||||
| Name: | Ong Tiong Sin | |||||||||
| Title: | Director |