FTS International, Inc. (FTSI)

MONROVIA, Calif., Sept. 16, 2024 (GLOBE NEWSWIRE) -- FTSI, a leader in technology solutions for financial institutions, proudly announces its strategic merger with 21st Century AEYE, a cutting-edge fintech focused on AI-driven innovation.

FORT WORTH, Texas--(BUSINESS WIRE)--FTS International, Inc. (NYSE American: FTSI) (“the Company” or “FTSI”) today announced the results of the special meeting of stockholders held earlier today. At the special meeting, FTSI stockholders approved the transactions contemplated by that certain Merger Agreement dated October 21, 2021 by and among FTS International, Inc., ProFrac Holdings, LLC and ProFrac Acquisitions, Inc. Holders of 10,124,258 shares of FTSI Class A common stock (“Class A Shares”) and FTSI Class B common stock (“Class B Shares” and, together with the Class A Shares, the “Shares”) representing approximately 71.54% of the outstanding Shares, and holders of approximately 64.69% of the outstanding Shares other than Shares held by ProFrac Holdings, LLC or any of its affiliates voted to approve the merger. Under the Merger Agreement, unless waived by the Company, the affirmative vote of at least a majority of the outstanding Shares other than Shares held by ProFrac Holdings, LLC or any of its affiliates is a condition to the Company’s obligation to consummate the Merger. A total of 10,514,532 Shares issued and outstanding at the record date were present via webcast or by proxy at the special meeting, representing 74.30% of the issued and outstanding Shares of FTSI at the record date of January 21, 2022. The final voting results of the proposals submitted to a vote of the stockholders at the special meeting are as follows: Proposal 1 – The Merger Proposal: To approve and adopt the Merger Agreement (the “Merger Proposal”). Outstanding Shares For Against Abstain 10,124,258 389,965 309 Outstanding Shares Other Than Shares Held By ProFrac Holdings, LLC or Any of Its Affiliates For Against Abstain 7,374,258 389,965 309 Proposal 2 – The Merger Compensation Proposal: To approve, on a non-binding advisory basis, certain compensation that will or may be paid by FTSI to its named executive officers that is based on or otherwise relates to the Merger. For Against Abstain 6,524,504 3,070,673 919,355 Proposal 3 – The Adjournment Proposal: To approve the adjournment of the Special Meeting, including if necessary, to solicit additional proxies in favor of Proposal 1, the Merger Proposal, if there are not sufficient votes at the time of such adjournment to approve the Merger Proposal. Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because FTSI’s stockholders approved Proposal 1. Forward-Looking Statements This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about FTSI’s ability to consummate the proposed transaction, the expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on FTSI's businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of FTSI based on current expectations and assumptions relating to FTSI’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of FTSI, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of FTSI to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, economic or political changes that affect the markets that FTSI’s businesses serve which could have an effect on demand for FTSI’s products and impact FTSI’s profitability, disruptions in the credit and financial markets, including diminished liquidity and credit availability, disruptions in FTSI's businesses from the coronavirus pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key employees, and outcomes of legal proceedings, claims and investigations, future changes, results of operations, domestic spending by the onshore oil and natural gas industry, continued volatility or future volatility in oil and natural gas prices, deterioration in general economic conditions or a continued weakening or future weakening of the broader energy industry, federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry, and the price and availability of alternative fuels, equipment and energy sources. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in FTSI’s filings with the Securities and Exchange Commission, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of FTSI’s Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date of this communication, and FTSI does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of FTSI.

FORT WORTH, Texas--(BUSINESS WIRE)--FTSI Announces March 3, 2022 Special Meeting Results

FORT WORTH, Texas--(BUSINESS WIRE)--FTSI Announces Record Date And Meeting Date For Special Meeting For Proposed Merger With ProFrac

FORT WORTH, Texas--(BUSINESS WIRE)--FTS International, Inc. (NYSE American: FTSI) (“FTSI”) today announced that its special meeting of FTSI stockholders (the “Special Meeting”) has been set for March 3, 2022 at 9:00 a.m. Eastern Time. The close of business on January 21, 2022 has been set as the record date for the determination of shareholders eligible to receive a proxy and vote at the Special Meeting. The Special Meeting will be held in order for FTSI shareholders to consider and vote on the previously announced merger transaction (the “Merger”) with ProFrac Holdings, LLC, a Texas limited liability company (“ProFrac”) and certain related matters. The special meeting will be a “virtual meeting” of shareholders, meaning that shareholders may participate solely “by means of remote communications.” On October 22, 2021, FTSI announced a definitive agreement (the “Merger Agreement”) for a business combination with ProFrac and ProFrac Acquisitions, Inc., a Delaware limited liability company, and a wholly owned subsidiary of ProFrac that would result in FTSI becoming a wholly owned subsidiary of ProFrac. The completion of the Merger remains subject to customary closing conditions, including the adoption of the Merger Agreement by FTSI’s stockholders (and, unless FTSI has waived such condition, the adoption of the Merger Agreement by holders of a majority of the outstanding shares of common stock of FTSI other than those held by ProFrac and its affiliates). About FTS International, Inc. Headquartered in Fort Worth, Texas, FTS International is a pure-play hydraulic fracturing service company with operations across multiple basins in the United States. To learn more, visit www.FTSI.com. Important Information For Investors And Stockholders This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed transaction between FTSI and ProFrac. In connection with this proposed transaction, FTSI has filed a proxy statement with the Securities and Exchange Commission (the “SEC”), the definitive version of which will be mailed or otherwise disseminated to FTSI’s stockholders when it becomes available. This communication is not a substitute for any proxy statement or other document FTSI may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF FTSI ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by FTSI through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by FTSI will be available free of charge on FTSI’s internet website at https://www.ftsi.com/investor-relations/sec-filings/default.aspx or by contacting FTSI’s primary investor relation’s contact by email at investors@ftsi.com or by phone at 817-862-2000. Participants in Solicitation FTSI, ProFrac, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of FTSI is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 5, 2021, its Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on April 30, 2021, certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available. Forward Looking Statements This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about FTSI’s ability to consummate the proposed transaction, the expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on FTSI's businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of FTSI based on current expectations and assumptions relating to FTSI’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the required vote of FTSI’s stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of FTSI, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of FTSI to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, economic or political changes that affect the markets that FTSI’s businesses serve which could have an effect on demand for FTSI’s products and impact FTSI’s profitability, disruptions in the credit and financial markets, including diminished liquidity and credit availability, disruptions in FTSI's businesses from the coronavirus pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key employees, and outcomes of legal proceedings, claims and investigations, future changes, results of operations, domestic spending by the onshore oil and natural gas industry, continued volatility or future volatility in oil and natural gas prices, deterioration in general economic conditions or a continued weakening or future weakening of the broader energy industry, federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry, and the price and availability of alternative fuels, equipment and energy sources. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in FTSI’s filings with the Securities and Exchange Commission, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of FTSI’s Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date of this communication, and FTSI does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of FTSI.

FORT WORTH, Texas--(BUSINESS WIRE)--FTS International, Inc. (NYSE American: FTSI) (the “Company” or “FTS International”) announced today that the Company received a notice from NYSE American on January 4, 2022 that the Company is not in compliance with the continued listing standards set forth in Section 704 of the NYSE American Company Guide due to the Company’s failure to hold an annual meeting for the fiscal year ended December 31, 2020 on or before December 31, 2021. As previously announced, on October 21, 2021, the Company entered into an Agreement and Plan of Merger, by and among the Company, ProFrac Holdings, LLC, a Texas limited liability company (“ProFrac”), and ProFrac Acquisitions, Inc., a Delaware corporation and wholly owned subsidiary of ProFrac (“Merger Sub”), pursuant to which Merger Sub will merge (the “Merger”) with and into the Company, with the Company surviving as a wholly owned subsidiary of ProFrac. The Company expects the Merger to close in the first quarter of 2022, subject to the satisfaction of applicable closing conditions. Upon closing of the Merger, the Company’s common stock will no longer be listed on NYSE American and the Company will be a wholly owned subsidiary of ProFrac. About FTS International, Inc. Headquartered in Fort Worth, Texas, FTS International is a pure-play hydraulic fracturing service company with operations across multiple basins in the United States. For more information about FTS International please contact FTSI Investor Relations at Investors@FTSI.com. Important Information For Investors And Stockholders This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed transaction between the Company and ProFrac. In connection with this proposed transaction, the Company may file one or more proxy statements or other documents with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed or otherwise disseminated to the Company’s stockholders when it becomes available. This communication is not a substitute for any proxy statement or other document the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at https://www.ftsi.com/investor-relations/sec-filings/default.aspx or by contacting the Company’s primary investor relation’s contact by email at investors@ftsi.com or by phone at 817-862-2000. Participants in Solicitation The Company, ProFrac, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 5, 2021, its Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on April 30, 2021, certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available. Forward Looking Statements This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about the Company’s ability to consummate the proposed transaction, the expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on the Company's businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the required vote of the Company’s stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of the Company, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, economic or political changes that affect the markets that the Company’s businesses serve which could have an effect on demand for the Company’s products and impact the Company’s profitability, disruptions in the credit and financial markets, including diminished liquidity and credit availability, disruptions in the Company's businesses from the coronavirus pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key employees, and outcomes of legal proceedings, claims and investigations, future changes, results of operations, domestic spending by the onshore oil and natural gas industry, continued volatility or future volatility in oil and natural gas prices, deterioration in general economic conditions or a continued weakening or future weakening of the broader energy industry, federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry, and the price and availability of alternative fuels, equipment and energy sources. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the SEC, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date of this communication, and the Company does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company.

FORT WORTH, Texas--(BUSINESS WIRE)--FTSI Receives Notice of Non-Compliance From NYSE American

FORT WORTH, Texas--(BUSINESS WIRE)--FTS International, Inc. (NYSE American: 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. About FTS International, Inc. Headquartered in Fort Worth, Texas, FTS International is a pure-play hydraulic fracturing service company with operations across multiple basins in the United States. To learn more, visit www.FTSI.com. Important Information For Investors And Stockholders This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed transaction between FTSI and ProFrac. In connection with this proposed transaction, FTSI may file one or more proxy statements or other documents with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed or otherwise disseminated to the Company’s stockholders when it becomes available. This communication is not a substitute for any proxy statement or other document FTSI may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF FTSI ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by FTSI through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by FTSI will be available free of charge on FTSI’s internet website at https://www.ftsi.com/investor-relations/sec-filings/default.aspx or by contacting FTSI’s primary investor relation’s contact by email at investors@ftsi.com or by phone at 817-862-2000. Participants in Solicitation FTSI, ProFrac, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of FTSI is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 5, 2021, its Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on April 30, 2021, certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available. Forward Looking Statements This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about FTSI’s ability to consummate the proposed transaction, the expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on FTSI's businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of FTSI based on current expectations and assumptions relating to FTSI’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the required vote of FTSI’s stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of FTSI, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of FTSI to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, economic or political changes that affect the markets that FTSI’s businesses serve which could have an effect on demand for FTSI’s products and impact FTSI’s profitability, disruptions in the credit and financial markets, including diminished liquidity and credit availability, disruptions in the Company's businesses from the coronavirus pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key employees, and outcomes of legal proceedings, claims and investigations, future changes, results of operations, domestic spending by the onshore oil and natural gas industry, continued volatility or future volatility in oil and natural gas prices, deterioration in general economic conditions or a continued weakening or future weakening of the broader energy industry, federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry, and the price and availability of alternative fuels, equipment and energy sources. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in FTSI’s filings with the Securities and Exchange Commission, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of FTSI’s Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date of this communication, and FTSI does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company.

FORT WORTH, Texas--(BUSINESS WIRE)--FTSI Announces Expiration of "Go-Shop" Period

NEW ORLEANS, Nov. 20, 2021 /PRNewswire/ -- Former Attorney General of Louisiana Charles C. Foti, Jr., Esq.

NEW YORK, Nov. 19, 2021 /PRNewswire/ -- Juan Monteverde , founder and managing partner at Monteverde & Associates PC, a national securities firm rated Top 50 in the 2018-2020 ISS Securities Class Action Services Report and headquartered at the Empire State Building in New York City, is investigating FTS International, Inc. ("FTSI" or the "Company") (FTSI) relating to its proposed acquisition by ProFrac Holdings, LLC. Under the terms of the agreement, FTSI shareholders will receive $26.52 in cash per share they own.

FORT WORTH, Texas--(BUSINESS WIRE)--FTS International, Inc. (NYSE American: FTSI) today reported its financial and operational results for the third quarter of 2021. These results follow the preliminary third quarter 2021 financial and operational results that FTSI announced on October 22, 2021. Michael Doss, Chief Executive Officer, commented, “While we are experiencing positive momentum in the fourth quarter in both pricing and activity, we had lower fleet utilization and fewer pumping hours per day than expected in the third quarter. This was primarily caused by customer-driven issues, including several unusually long and unplanned scheduling gaps, as well as excess third-party non-productive time related to wellhead and wireline complications. These disruptions resulted in an estimated $7.6 million negative impact to EBITDA. “However, these setbacks were one-off in nature and our fourth quarter work calendar is full. Our utilization in October was considerably higher than the third quarter average. We were fully utilized and pumped approximately 16 hours per pumping day in October, versus 10.8 fully-utilized fleets with 15.2 hours per pumping day on average in the third quarter. We also continue to obtain higher pricing as customers acknowledge that labor shortages, logistical challenges, and inflation in material costs are eroding service providers’ margins. Third quarter pricing was approximately 8% higher than it was in the second quarter, and we expect another increase of 5% or more in the fourth quarter. “I‘m encouraged by our current operational run-rate. We’ve also received indications that many of our fleets will continue working through the holidays with less scheduled downtime due to budget exhaustion than in past years. Lastly, I’m pleased to report that the construction of our newbuild Tier 4 DGB fleet is on track. We plan to deploy this fleet in early 2022 on a dedicated basis to a long-standing customer.” Financial Results Results for the three months and nine months ended September 30, 2020, provided for comparison purposes, are presented separately as “Predecessor” periods because they occurred prior to our emergence from bankruptcy on November 19, 2020. “Successor” periods refer to those beginning on or after November 20, 2020. Third Quarter 2021 Compared to Second Quarter 2021 Revenue was $90.9 million, down from $99.8 million Net loss was $10.0 million, compared to a net loss of $2.6 million Adjusted EBITDA was $6.3 million, compared to $13.8 million Cash provided by operations was $0.2 million, compared to $20.0 million Capital expenditures were $13.0 million, up from $7.5 million Third Quarter 2021 (Successor) Compared to Third Quarter 2020 (Predecessor) Revenue was $90.9 million, up from $32.1 million Net loss was $10.0 million, compared to a net loss of $68.7 million Adjusted EBITDA was $6.3 million, compared to $(7.6) million Cash provided by (used in) operations was $0.2 million, compared to $(37.7) million Capital expenditures were $13.0 million, up from $2.5 million Operational Results 2021 2021 2020 2021 2020 13.0 13.0 7.3 13.0 9.4 83% 91% 77% 88% 78% 10.8 11.8 5.6 11.5 7.3 6,459 7,569 3,243 21,095 11,599 598 641 579 1,834 1,589 12,864 15,548 6,458 43,188 24,141 1,191 1,318 1,153 3,756 3,307 846 922 433 2,689 1,706 15.2 16.9 14.9 16.1 14.2 11% 11% 5% 14% 23% We exited the third quarter with 13 active fleets and remain at that number today. We also revised our total fleet capacity in the third quarter to 25 fleets, or 1.3 million hydraulic horsepower, down from 28 fleets, or 1.4 million hydraulic horsepower, due to the retiring of certain units. Utilization declined to 83% in the third quarter from 91% in the second quarter due to multiple last-minute customer scheduling changes and wellhead issues. Three of our fleets experienced unusually large scheduling gaps of more than 30 days, which we did not have in the second quarter. We estimate that we lost approximately 100 pumping days as a result of these disruptions. Stages per fully-utilized fleet declined 7% sequentially to 598 in the third quarter from 641 in the second quarter. Our fleets pumped an average of 15.2 hours per pumping day in the third quarter, compared to 16.9 hours in the second quarter. Third-party non-productive time (NPT) in the third quarter was double the amount in the second quarter causing our pumping hours per day to decline, primarily due to repeated wellhead and wireline complications. These disruptions were the primary drivers of the decline in our operational efficiencies and throughput during the third quarter. The unusually large gaps along with higher NPT negatively impacted third quarter adjusted EBITDA by approximately $7.6 million. Our customers provided approximately the same amount of materials for their completions as in the second quarter. As a percentage of revenue, material and freight costs remained unchanged at 11% in the third quarter. Changes in the amount of materials provided by us affects revenue but has no material impact on gross profit. Liquidity and Capital Resources Capital expenditures for the third quarter totaled $13.0 million, of which approximately $9 million was for maintenance and approximately $4 million was for growth related to our Tier 4 DGB newbuild fleet. We remain on track to incur maintenance capital expenditures of $2.5 million per fleet for 2021, or $30 to $35 million for the year, and expect to incur growth capital expenditures of approximately $10 million for the year. As of September 30, 2021, we had $87.9 million of cash and $32.2 million of availability under our revolving credit facility, or total liquidity of $120.1 million. We had no borrowings under our revolving credit facility during the third quarter, which has a total capacity of $40 million. Agreement to be Acquired by ProFrac On October 22, 2021, we announced that we have entered into a definitive agreement to be acquired by ProFrac Holdings, LLC (“ProFrac”), a leading oilfield services company, in an all-cash transaction that values us at approximately $407.5 million, including payments to outstanding warrants. Under the terms of the agreement, which have been unanimously approved by our Board of Directors (the “Board”), FTSI stockholders will receive $26.52 per share in cash. This represents an approximately 14% premium over our 60-day volume-weighted average closing share price through October 21, 2021. The transaction will create one of the largest completions focused service companies in the U.S. oil and gas industry. The combination 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 agreement includes a 45-day “go-shop” period expiring December 5, 2021. This allows the Board and its advisors to solicit alternative acquisition proposals from third parties. The Board will have the right to terminate the merger agreement with ProFrac to enter into a superior proposal, subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and we do not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required. Please see the transaction press release from October 22, 2021, available at www.ftsi.com/news/ for additional important information. Conference Call & Webcast FTSI will not hold a conference call or webcast to discuss its third quarter results due to its previously announced agreement to be acquired by ProFrac. About FTS International, Inc. Headquartered in Fort Worth, Texas, FTS International is a pure-play hydraulic fracturing service company with operations across multiple basins in the United States. To learn more, visit www.FTSI.com. Important Information For Investors And Stockholders This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed transaction between FTSI and ProFrac Holdings, LLC (“Acquiror”). In connection with this proposed transaction, FTSI may file one or more proxy statements or other documents with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement or other document FTSI may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF FTSI ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of FTSI as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by FTSI through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by FTSI will be available free of charge on FTSI’s internet website at https://www.ftsi.com/investor-relations/sec-filings/default.aspx or by contacting FTSI’s primary investor relation’s contact by email at investors@ftsi.com or by phone at 817-862-2000. Participants in Solicitation FTSI, Acquiror, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of FTSI is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 5, 2021, its Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on April 30, 2021, certain of its Quarterly Reports on Form 10-Q and certain of its Current Reports filed on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Forward-Looking Statements This communication contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of FTSI based on current expectations and assumptions relating to FTSI’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the required vote of FTSI’s stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of FTSI, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of FTSI to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, economic or political changes that affect the markets that FTSI’s businesses serve which could have an effect on demand for FTSI’s products and impact FTSI’s profitability, disruptions in the credit and financial markets, including diminished liquidity and credit availability, disruptions in the Company's businesses from the coronavirus pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key employees, and outcomes of legal proceedings, claims and investigations, future changes, results of operations, domestic spending by the onshore oil and natural gas industry, continued volatility or future volatility in oil and natural gas prices, deterioration in general economic conditions or a continued weakening or future weakening of the broader energy industry, federal, state and local regulation of hydraulic fracturing and other oilfield service activities, as well as exploration and production activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry, and the price and availability of alternative fuels, equipment and energy sources. Accordingly, actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in FTSI’s filings with the Securities and Exchange Commission, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of FTSI’s Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements speak only as of the date of this communication, and FTSI does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company. Non-GAAP Financial Measures To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this earnings release adjusted EBITDA, a non-GAAP financial measure that we calculate as earnings before net interest expense, taxes, and depreciation and amortization further adjusted for expenses that management believes are non-recurring, and/or non-core to business operations and other non-cash expenses, including but not limited to employee severance costs, stock-based compensation, balance sheet impairments and write-downs, gains or losses on extinguishment of debt, gains or losses on disposal of assets, supply commitment charges, restructuring items, transaction and strategic initiative costs. Adjusted EBITDA is a key measure used by our management and board of directors to evaluate our operating performance and generate future operating plans. The exclusion of certain expenses facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses and certain variable charges. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. Adjusted EBITDA has limitations as a financial measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: adjusted EBITDA does not reflect net interest expense or changes in, or cash requirements for, working capital; adjusted EBITDA does not reflect tax expense or benefits; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditures; adjusted EBITDA does not reflect gains or losses arising from the disposal of assets; adjusted EBITDA does not reflect stock-based compensation expenses. Stock-based compensation has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy; adjusted EBITDA does not reflect restructuring items or transaction and strategic initiative costs; other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results. The table included under “Reconciliation of Net (Loss) Income to Adjusted EBITDA and Calculation of Annualized Adjusted EBITDA per Fully-utilized Fleet” provides a reconciliation of net (loss) income to adjusted EBITDA for each of the periods indicated. Consolidated Statements of Operations (unaudited) 2021 2021 2020 2021 2020 90.9 99.8 32.1 286.6 212.4 - - - - 0.7 90.9 99.8 32.1 286.6 213.1 73.6 75.2 30.7 227.3 174.2 11.7 12.5 11.8 34.7 42.7 13.1 14.3 17.8 41.3 59.4 0.5 0.2 19.4 1.0 34.0 1.6 - - 1.6 0.1 100.5 102.2 79.7 305.9 310.4 (9.6) (2.4) (47.6) (19.3) (97.3) - (0.1) (7.4) (0.2) (22.1) - - - - 2.0 (0.3) - (13.7) (0.8) (13.7) (9.9) (2.5) (68.7) (20.3) (131.1) 0.1 0.1 - 0.2 - (10.0) (2.6) (68.7) (20.5) (131.1) (0.71) (0.19) (12.77) (1.46) (24.39) 14,062 13,995 5,381 14,016 5,376 Consolidated Balance Sheets (unaudited) 2021 2020 $ 87.9 $ 94.0 55.0 26.9 36.4 29.0 4.9 19.5 184.2 169.4 129.2 132.3 3.0 4.5 7.0 7.4 1.5 1.4 $ 324.9 $ 315.0 $ 57.0 $ 26.9 13.8 12.5 1.8 3.0 0.3 0.3 72.9 42.7 1.9 3.3 2.0 2.4 76.8 48.4 248.1 266.6 $ 324.9 $ 315.0 Consolidated Statement of Cash Flows (unaudited) 2021 2021 2020 2021 2020 $ (10.0) $ (2.6) $ (68.7) $ (20.5) $ (131.1) 13.1 14.3 17.8 41.3 59.4 0.7 1.7 2.8 3.3 9.4 - - 1.1 - 2.0 1.6 - - 1.6 0.1 - - - - (2.0) - - 0.6 - 5.1 - - 12.3 - 12.3 - - - - 9.1 - - - - (18.8) 0.1 (0.1) 0.1 0.1 0.9 (8.3) 9.8 (7.9) (28.2) 47.5 (1.9) (2.8) 3.8 (7.4) 4.8 (0.6) (0.3) (5.2) 0.6 (4.3) 5.6 (2.9) 0.4 13.4 (20.9) (0.1) 2.9 5.2 1.0 (4.3) 0.2 20.0 (37.7) 5.2 (30.8) (13.0) (7.5) (2.5) (25.8) (19.3) 3.1 - - 3.1 0.1 (9.9) (7.5) (2.5) (22.7) (19.2) - - - - (20.6) (1.3) - - (1.3) (0.1) (1.3) - - (1.3) (20.7) (11.0) 12.5 (40.2) (18.8) (70.7) 98.9 86.4 192.5 106.7 223.0 $ 87.9 $ 98.9 $ 152.3 $ 87.9 $ 152.3 Reconciliation of Net Loss to Adjusted EBITDA and Calculation of Annualized Adjusted EBITDA per Fully-utilized Fleet 2021 2021 2020 2021 2020 $ (10.0) $ (2.6) $ (68.7) $ (20.5) $ (131.1) - 0.1 7.4 0.2 22.1 0.1 0.1 - 0.2 - 13.1 14.3 17.8 41.3 59.4 1.6 - - 1.6 0.1 - - - - (2.0) 0.7 1.7 2.8 3.3 9.4 - - - - 9.1 - - 0.6 - 5.1 - - - - 1.0 0.5 0.2 18.5 1.3 18.5 0.3 - 13.7 0.8 13.7 - - 0.3 (0.3) 0.3 $ 6.3 $ 13.8 $ (7.6) $ 27.9 $ 5.6 13.0 13.0 7.3 13.0 9.4 83% 91% 77% 88% 78% 10.8 11.8 5.6 11.5 7.3 $ 25.2 $ 55.2 $ (30.4) $ 37.2 $ 7.5 10.8 11.8 5.6 11.5 7.3 $ 2.3 $ 4.7 $ (5.4) $ 3.2 $ 1.0

FORT WORTH, Texas--(BUSINESS WIRE)--FTSI Announces Q3 2021 Results

NEW YORK, Oct. 29, 2021 /PRNewswire/ -- If you own shares in any of the companies listed above and would like to discuss our investigations or have any questions concerning this notice or your rights or interests, please contact : Joshua Rubin, Esq. WeissLaw LLP305 Broadway, 7th Floor New York, NY 10007 (212) 682-3025 (888) 593-4771 stockinfo@weisslawllp.com FTS International, Inc. (NYSE American: FTSI) WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of FTS International, Inc. (NYSE American: FTSI) in connection with the proposed acquisition of the company by ProFrac Holdings, LLC.

NEW YORK, Oct. 28, 2021 /PRNewswire/ -- Halper Sadeh LLP, a global investor rights law firm, announces it is investigating the following companies: FTS International, Inc. (NYSE: FTSI)  concerning potential violations of the federal securities laws and/or breaches of fiduciary duties relating to its sale to ProFrac Holdings, LLC for $26.52 per share in cash. If you are an FTS International shareholder, click here to learn more about your rights and options.

NEW YORK, Oct. 23, 2021 /PRNewswire/ -- Halper Sadeh LLP, a global investor rights law firm, announces it is investigating the following companies: FTS International, Inc. (NYSE: FTSI)  concerning potential violations of the federal securities laws and/or breaches of fiduciary duties relating to its sale to ProFrac Holdings, LLC for $26.52 per share in cash. If you are an FTS International shareholder, click here to learn more about your rights and options.