ProFrac Acquires FTS

FTS International Inc. (FTSI) entered into a definitive agreement to be acquired by ProFrac Holdings LLC, a leading oilfield services company, in an all-cash transaction that values FTSI at approximately $407.5 million, including payments to outstanding warrants. The company also reported its preliminary third quarter 2021 results.

Under the terms of the agreement, which has been unanimously approved by FTSI’s board of directors, FTSI stockholders will receive $26.52 per share of FTSI common stock in cash. This represents approximately a 14% premium over the company’s 60-day volume-weighted average closing share price through Oct. 21.

The transaction will create one of the largest completions-focused service companies in the U.S. oil and gas industry. The combination of FTSI and ProFrac will bring together two strong and respected industry players to deliver greater efficiencies and expanded equipment capabilities that will enable the combined company to succeed in an ever-changing industry. Together, the companies will have improved through-cycle resiliency via enhanced expertise, technology and scale.

“The board and executive leadership team have carefully evaluated a range of strategic alternatives focused on maximizing value and determined that this cash offer from ProFrac, which provides immediate and certain value at an attractive price, is in the best interest of all stockholders,” said Eugene Davis, chairman of the board of FTSI. “This transaction is the result of a thoughtful analysis of FTSI’s best long-term position for stockholders. At the same time, our board recognizes industry dynamics remain fluid and believes that the 45-day ‘go-shop’ provides us the optimal structure to execute this transaction. I’m confident this combination will create a stronger organization to successfully compete in our rapidly evolving industry.”

Michael Doss, CEO of FTSI, added, “The combination of these two companies creates a leading completions-focused company that will be in a better position to succeed through cycles, deliver the best level of service to our customers and retain the industry’s best talent.”

“We have long respected FTSI and the people that have guided them through the past few years to the position of strength they are in today,” said Ladd Wilks, CEO of ProFrac. “Together, these two organizations, which share an employee-centric vision and approach to operating in a dynamic industry, will create the scale needed to deliver the reliable, efficient and technology-led service our customers need.”