Item 1.01 Entry into a Material Definitive Agreement

Master Transaction Agreement

On August 31, 2020, Liberty Oilfield Services Inc. (the "Company"), entered into a Master Transaction Agreement (the "Transaction Agreement") with Schlumberger Technology Corporation, a Texas corporation ("Schlumberger US"), Schlumberger Canada Limited, a corporation organized pursuant to the laws of the Province of Alberta ("Schlumberger Canada" and, together with Schlumberger US, the "Schlumberger Parties"), Liberty Oilfield Services New HoldCo LLC, Delaware limited liability company ("US Buyer"), the managing member of which is the Company, and LOS Canada Operations Inc., a British Columbia corporation, and indirect, wholly owned subsidiary of US Buyer ("Canadian Buyer"), pursuant to which the US Buyer and Canadian Buyer will acquire Schlumberger's onshore hydraulic fracturing business in the United States and Canada, including its pressure pumping, pumpdown perforating, and Permian frac sand businesses in exchange for up to 66,326,134 shares ("Share Consideration") of Class A common stock, par value $0.01 per share, of the Company ("Company Class A Common Stock") and a non-interest bearing demand promissory note payable in either cash or a portion of the Shares Consideration (the "Canadian Buyer Note"). The parties to the Transaction Agreement expect that the Canadian Buyer Note will be satisfied in shares of Company Class A Common Stock.

The board of directors of the Company (the "Board") has unanimously approved the Transaction Agreement and the transactions contemplated thereby, including the issuance of the Share Consideration (the "Equity Sale"), and has agreed to recommend to the Company's stockholders that they vote in favor of the issuance of the Company Class A Common Stock as contemplated by the Transaction Agreement and, to the extent applicable, as consideration for repayment of the Canadian Buyer Note. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Transaction Agreement.

Pre-Closing Restructuring

On the terms and subject to the conditions set forth in the Transaction Agreement and the Restructuring Agreements, immediately prior to the Closing (as defined below) and as part of the Pre-Closing Restructuring, (a) Schlumberger Canada will convey to 1263651 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of the Province of British Columbia and a direct, wholly owned subsidiary of Schlumberger Canada ("Schlumberger Canada Target"), all of the Canadian Transferred Assets and the Canadian Assumed Liabilities and (b) Schlumberger US will convey to Solar US Target A, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Schlumberger US ("Schlumberger US Target A"), Solar US Target B, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Schlumberger US ("Schlumberger US Target B") and Solar US Target C, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Schlumberger US ("Schlumberger US Target C" and, together with Schlumberger US Target A and Schlumberger US Target B, the "Schlumberger US Targets," and the Schlumberger US Targets together with Schlumberger Canada Target, the "Target Companies"), each of their respective portions of all of the US Transferred Assets and the US Assumed Liabilities, in each case, upon the terms and subject to the conditions set forth in the Transaction Agreement and the Restructuring Agreements. The Restructuring Agreements also provide for the treatment of net working capital of the Business. To the extent the combined working capital of the US Business and Canadian Business as of the Closing are less than a target working capital amount, the Company will be entitled to a cash payment of such difference. The Pre-Closing Restructuring will result in the Target Companies collectively owning and operating the Business (other than to the extent related to any Retained Assets), with (a) the Schlumberger US Targets collectively owning and operating the US Business and the US Transferred Assets and assuming the US Assumed Liabilities and (b) Schlumberger Canada Target owning and operating the Canadian Business and the Canadian Transferred Assets and assuming the Canadian Assumed Liabilities.

Acquisition of Target Companies

Following the completion of the Pre-Closing Restructuring and at the Closing, (a) Canadian Buyer will acquire from Schlumberger Canada 100% of the issued and outstanding shares of Schlumberger Canada Target in exchange for the Canadian Buyer Note and (b) US Buyer will acquire from Schlumberger US 100% of the issued and outstanding membership interests of each of the Schlumberger US Targets (the "US Target Interests"), in each case, upon the terms and subject to the conditions set forth in the Transaction Agreement.

Conditions to the Equity Sale

The completion of the transactions contemplated by the Transaction Agreement (the "Closing") is subject to various customary closing conditions, including, among others, (a) approval of the issuance of the Share Consideration by the holders of a majority of the outstanding shares of Company Class A Common Stock and Company Class B common stock, par value $0.01 per share ("Company Class B Common Stock," and, together with the Class A Common Stock, the "Company Common Stock"), voting as a single class, entitled to vote thereon ("Company Stockholder Approval"), (b) the absence of legal restraints, (c) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"),


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(d) the issuance of an advance ruling certificate, expiration or termination of the waiting period or issuance of a no action letter, under the Competition Act (Canada), (e) receipt of the consent of the required lenders and administrative agent under the Company's credit facilities as to the acquisition by Schlumberger US and/or one or more of its wholly owned Subsidiaries of the Share Consideration and Canadian Buyer's entry into, and performance of, the Canadian Buyer Note and (f) the absence of a Material Adverse Effect.

Green Tagged Pumps

The Transaction Agreement provides that the Transferred Assets will consist of 500 green tagged hydraulic fracturing pumps that are fully assembled, operational and ready to deploy or actually deployed and that meet certain mutually agreed standards. The Transferred Assets will also include scheduled required ancillary equipment. The agreement provides for an inspection process to ensure delivery of both the green tagged and ancillary equipment specified with a true-up mechanism to the extent such specifications are not met as well as a cure period for the Solar Parties following Closing if maintenance or repairs are necessary to meet such specifications.

No Solicitation

From and after the date of signing of the Transaction Agreement, the Company and its officers and directors have agreed not to, and the Company has agreed to cause its Subsidiaries and their respective officers and directors not to, and . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of the Company that may be issued as Share Consideration will not initially be registered under 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 7.01. Regulation FD Disclosure.

On August 31, 2020, the Company issued a joint press release announcing the execution of the Transaction Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

On August 31, 2020, the Company made available an investor presentation regarding the transactions contemplated by the Transaction Agreement. A copy of the Company's investor presentation is attached hereto as Exhibit 99.2.

The information in Exhibits 99.1 and 99.2 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 U.S. Securities Act of 1933, as amended.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein that address activities, events or developments that the company expects, believes or anticipates will or may occur in the future are forward-


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looking statements. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including but not limited to: the ability of the parties to consummate Equity Sale in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Equity Sale, including the ability to secure required consents and regulatory approvals in a timely manner or at all, and approval by the Company's stockholders; the possibility of litigation (including related to the Equity Sale itself); and other risks described in the Company's SEC filings. The Company does not undertake and expressly disclaims any obligation to update the forward-looking statements as a result of new information, future events or otherwise. All forward-looking statements are based on management's estimates, projections and assumptions as of the date hereof.

Additional Information and Where to Find it

In connection with the Transaction, the Company will file a proxy statement and other materials with the Securities and Exchange Commission (the "SEC"). In addition, the Company may also file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company at its website, www.libertyfrac.com, or at the SEC's website, www.sec.gov. The proxy statement and other relevant documents may also be obtained for free from the Company by directing such request to the Company, to the attention of the Investor Relations, 950 17th Street, Suite 2400 Denver, Colorado 80202.

Participants in the Solicitation

The Company and its respective directors, executive officers and certain other employees may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company's directors and executive officers by reading the Company's definitive proxy statement on Schedule 14A, which was filed with the SEC on March 10, 2020. Additional information regarding potential participants in such proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and other relevant materials filed with the SEC in connection with the proposed transaction when they become available.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit
  No.                                    Description

 2.1          Master Transaction Agreement, dated as of August 31, 2020, by and
            among Schlumberger Technology Corporation, Schlumberger Canada
            Limited, Liberty Oilfield Services Holdings LLC, Liberty Canada
            Operations Inc. and Liberty Oilfield Services Inc.*

10.1          Voting and Support Agreement, dated as of August 31, 2020, by and
            among the Schlumberger Parties, Riverstone and Liberty Oilfield
            Services Inc.

10.2          Voting and Support Agreement, dated as of August 31, 2020, by and
            among the Schlumberger Parties, Christopher A. Wright and Liberty
            Oilfield Services Inc.

10.3          Voting and Support Agreement, dated as of August 31, 2020, by and
            among the Schlumberger Parties, Michael Stock and Liberty Oilfield
            Services Inc.

10.4          Voting and Support Agreement, dated as of August 31, 2020, by and
            among the Schlumberger Parties, Ron Gusek and Liberty Oilfield
            Services Inc.

99.1          Joint Press Release, dated September 1, 2020.

99.2          Investor presentation, dated September 1, 2020.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

* 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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