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FTS International, Inc. (NYSE:FTSI) (the “Company” or “FTSI”) today announced the expiration of the 45-day “go-shop” period under the terms of the previously announced merger agreement (the “Merger Agreement”), pursuant to which FTSI will be acquired by ProFrac Holdings, LLC (“ProFrac”), a leading oilfield services company. Under the terms of the Merger Agreement, FTSI and its representatives were permitted to solicit, initiate and engage in discussions or negotiations with respect to alternative acquisition proposals from third parties during the “go-shop” period until 11:59 p.m. EST on December 5, 2021 (the “Go-Shop Period End Date”).
During the “go-shop” period, FTSI and its financial advisor, Ducera Securities LLC, reached out to nine potential strategic counterparties and 37 potential financial counterparties, and did not receive any alternative acquisition proposals. In connection with such outreach, FTSI entered into confidentiality agreements with two potential strategic counterparties, each of which subsequently withdrew from consideration. As of the Go-Shop Period End Date, FTSI is not involved in active discussions with any counterparty with respect to an alternative acquisition proposal. Upon the expiration of the “go-shop” period, FTSI became subject to customary “no-shop” restrictions that limit the ability of FTSI and its representatives to solicit, initiate and engage in discussions or negotiations regarding alternative acquisition proposals from third parties, except as otherwise permitted by the Merger Agreement.
FTSI’s Board of Directors has unanimously approved the Merger 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 date of which will be announced in due course.
The transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including approval by FTSI stockholders and receipt of regulatory approvals. The Company’s obligation to close the transaction is also conditioned upon approval by a majority of the Company’s stockholders, excluding its largest stockholder THRC Holdings, which is an affiliate of ProFrac. Upon closing of the transaction, the Company’s common stock will no longer be listed on any public market.
Posted In: FTSI
