ProFrac Holdings, LLC entered into a definitive agreement to acquire FTS International, Inc. (NYSEAM:FTSI) from group of sellers for approximately $390 million on October 21, 2021. As per the terms, FTSI stockholders will receive $26.52 per share. The agreement includes a 45-day “go-shop” period expiring December 5, 2021. As on March 1, 2022, an amendment was made to the merger agreement, providing for the shares owned by THRC Holdings, LP to remain outstanding and not to be converted into the right to receive the merger consideration, and, following closing, the FTS will be owned approximately 80.6% by ProFrac and 19.4% by THRC. ProFrac has obtained a commitment of equity financing for up to a maximum of $400 million to fund the transaction. Upon closing of the transaction, the Company's common stock will no longer be listed on any public market. FTS International will have to pay a termination fee of $11.7 million to ProFrac in case FTS International terminates the agreement. However, if FTS International terminates the transaction before the end of Go-Shop period, it will pay a fee of $7.8 million. The counterproposal proposed a termination fee of 0.75% of the purchase price if FTSI were to terminate the agreement during the “go-shop” period and 2.25% if it were to terminate the agreement after the “go-shop” period.

The transaction is subject to approval by stockholders of FTSI and ProFrac, expiration or termination of any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of regulatory approvals and other customary closing conditions. FTSI's Board has unanimously approved the agreement with ProFrac and recommends that FTSI stockholders vote in favor of the transaction at the Special Meeting of Stockholders to be called in connection with the transaction. The transaction has been unanimously approved by the Boad of Directors of ProFrac. THRC Holdings, LP, an affiliate of ProFrac has entered into voting a support agreement to vote in favor of the transaction. As of December 6, 2021, the “go-shop” period has been expired. On January 12, 2022, FTS International has set March 3, 2022, as the date for its special meeting of stockholders to consider and vote upon certain proposals related to the Merger Agreement. As of January 19, 2022, FTSI has met key regulatory requirements for the acquisition. As of March 3, 2022, the transaction was approved by the shareholders of FTS International. The transaction is expected to close in the first quarter of 2022.

Ducera Partners LLC is serving as financial advisor and acted as a fairness opinion provider to FTSI. William L. Taylor, Patrick E. Sigmon, Cheryl Chan, Howard Shelanski Michael Farber, Adam Kaminsky and Pritesh P. Shah of Davis Polk & Wardwell LLP acted as legal advisors to FTSI. Piper Sandler & Co. is serving as financial advisor to ProFrac and Chris Collins, Lina Dimachkieh, David D'Alessandro, Dario Mendoza, Devika Kornbacher, Rajesh Patel, Matt Dobbins, Guy Gribov, Hill Wellford, David Smith, Jason Powers and Michael S. Telle of Vinson & Elkins LLP acted as legal advisors to ProFrac. MacKenzie Partners acted as an information agent to FTSI. FTSI agreed to pay Ducera an opinion fee of $1.5 million, a retainer fee of $0.25 million and a transaction fee of $5,705,000, contingent upon the closing of merger (against which the opinion fee and $125,000 of the retainer fee will be credited). MacKenzie Partners will be paid a solicitation fee of approximately $25,000.

ProFrac Holding Corp. completed the acquisition of FTS International, Inc. (NYSEAM:FTSI) from group of sellers on March 4, 2022. The transaction reunites FTSI with the ProFrac management team, led by the Wilks family. ProFrac announced the appointment of Lance Turner as Chief Financial Officer effective immediately. In connection with the completion of the FTSI acquisition, ProFrac completed a refinancing of its revolving credit facility and term loan with significant participation from existing creditors choosing to continue to invest in the company. Piper Sandler served as sole placement agent on the term loan refinancing. JPMorgan served as lead bookrunner on the revolving credit facility refinancing. Brown & Rudnick served as legal advisor to ProFrac on the term loan and revolving credit facility refinancings.