Item 1.01 Entry Into a Material Definitive Agreement.
On June 7, 2021, Liberty Oilfield Services Inc. (the "Company"), R/C Energy IV
Direct Partnership, L.P. and R/C IV Liberty Holdings, L.P. (together,
"Riverstone") and Morgan Stanley & Co. LLC (the "Underwriter"), entered into an
underwriting agreement (the "Underwriting Agreement"), pursuant to which
Riverstone agreed to sell to the Underwriter, and the Underwriter agreed to
purchase from Riverstone, subject to and upon the terms and conditions set forth
therein, an aggregate of 12,299,996 shares of Class A common stock, par value
$0.01 per share (the "Class A Common Stock"), of the Company (the "Offering").
The Offering closed on June 10, 2021. Upon closing of the Offering, Riverstone
exited its investment in the Company. The Company will not receive any proceeds
from the sale of shares of Class A Common Stock in the Offering. The
Underwriting Agreement contains customary representations, warranties and
agreements of the Company and Riverstone and other customary obligations of the
parties and termination provisions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated by reference herein. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such Exhibit.
Item 8.01. Other Events.
On June 7, 2021, the Company issued a press release announcing the launching of
the Offering. A copy of the press release is attached hereto as Exhibit 99.1.
On June 8, 2021, the Company issued a press release announcing the pricing of
the Offering. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated June 7, 2021, by and among Liberty
Oilfield Services Inc., R/C Energy IV Direct Partnership, L.P., R/C IV
Liberty Holdings, L.P. and Morgan Stanley & Co. LLC.
5.1 Opinion of Vinson & Elkins L.L.P.
23.2 Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1
99.1 Press Release Regarding Launch of Offering of Class A Common Stock
of Liberty Oilfield Services Inc. dated June 7, 2021.
99.2 Press Release Regarding Pricing of Offering of Class A Common Stock
of Liberty Oilfield Services Inc. dated June 8, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XRBL
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