LIBERTY ENERGY INC. Item 1.01 Entry into a Material Definitive Agreement.
A&R Stockholders Agreement
On the Closing Date, the Company,
(a) if Riverstone and its affiliates collectively beneficially own at least
the number of shares of Company Class A Common Stock and Class B common
stock, par value $0.01 per share, of the Company ("Company Class B Common
Stock," and, together with the Company Class A Common Stock, the "Company
Common Stock") as such persons owned immediately prior to the closing of
the Transaction (the "Closing"), up to two nominees designated by
Riverstone who are reasonably acceptable to the Governance Committee and
each of whom qualifies as an independent director;
(b) if Riverstone and its affiliates collectively beneficially own at least
10% of the outstanding shares of Company Common Stock, up to one nominee
designated by Riverstone who is reasonably acceptable to the Governance
Committee and who qualifies as an independent director;
(c) if Schlumberger US, Schlumberger Canada and their affiliates collectively
beneficially own at least 20% of the outstanding shares of Company Common
Stock, up to two nominees designated by either of Schlumberger US or
Schlumberger Canada who are reasonably acceptable to the Governance
Committee and each of whom qualifies as an independent director; and
(d) if Schlumberger US, Schlumberger Canada and their affiliates collectively
beneficially own at least 10% of the outstanding shares of Company Common
Stock, up to one nominee designated by either of Schlumberger US or
Schlumberger Canada who is reasonably acceptable to the Governance
Committee and who qualifies as an independent director.
Pursuant to the A&R SHA, neither Schlumberger US nor
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Pursuant to the A&R SHA, each of Schlumberger US and
Item 1.02 Termination of a Material Definitive Agreement.
On
A description of the material terms and conditions of the IPO Stockholders
Agreement is contained in the Company's Current Report on Form 8-K filed with
the
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.
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Item 3.02. Unregistered Sales of
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 3.02 by reference.
The securities of the Company that are issued as part of the Aggregate Consideration will not initially be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth in Item 1.01 regarding the A&R SHA and A&R RRA above is incorporated into this Item 3.03 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
The disclosure set forth in Item 1.01 regarding the A&R SHA above is incorporated into this item 5.02 by reference.
On
In connection with Messrs. Lancaster and Shah's resignations, effective as of
the Closing Date, pursuant to the terms of the A&R SHA and as approved by the
Board, Messrs.
Item 7.01 Regulation FD Disclosure.
On
The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall it be incorporated by reference in any filing under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
As permitted under this item, the Company will file the historical financial statements required to be filed by this item by amendment to this Current Report not later than 71 days after the date this Current Report is required to be filed.
(b) Pro Forma Financial Information.
As permitted under this item, the Company will file the pro forma financial information required to be filed by this item by amendment to this Current Report not later than 71 days after the date this Current Report is required to be filed.
(d) Exhibits. Exhibit No. Description 2.1 Master Transaction Agreement, dated as ofAugust 31, 2020 , by and amongSchlumberger Technology Corporation ,Schlumberger Canada Limited ,Liberty Oilfield Services New HoldCo LLC ,LOS Canada Operations Inc. andLiberty Oilfield Services Inc. * (1) 4.1 Amended and Restated Stockholders Agreement, dated as ofDecember 31, 2020 , by and amongLiberty Oilfield Services Inc. , Riverstone and the Schlumberger Parties. 10.1 Amended and Restated Registration Rights Agreement, dated as ofDecember 31, 2020 , by and amongLiberty Oilfield Services Inc. , the Schlumberger Parties, and the Holders. 99.1 Joint Press Release, dated as ofJanuary 4, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XRBL document).
(1) Incorporated by reference to Exhibit 2.1 to the registrant's Current Report
on Form 8-K, filed on September 1, 2020 .
* All schedules to the Transaction Agreement have been omitted pursuant to Item
601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished
to the SEC upon request.
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