FORT WORTH, Texas--(EON: Enhanced Online News)--FTS International Services, LLC (“FTSI Services”), a wholly owned subsidiary of FTS International, Inc., announced today that pursuant to its previously announced cash tender offer (the “Tender Offer”) for any and all of the outstanding 7.125% Senior Notes due 2018 (the “Notes”) issued by FTSI Services (f/k/a Frac Tech Services, LLC) and FTS International Bonds, Inc. (f/k/a Frac Tech Finance, Inc.) (“FTSI Bonds”), as co-issuer, holders of $296,643,000 principal amount of the Notes, representing 98.88% of the outstanding principal amount of Notes, validly tendered Notes and gave Consents prior to 5:00 p.m., New York City time, on October 29, 2013 (the “Early Tender Time”). FTSI Services has accepted for purchase (the “Early Settlement”) all of the Notes validly tendered prior to the Early Tender Time. Payment for the Notes pursuant to the Early Settlement is expected to be made on October 30, 2013 (the “Early Settlement Date”). Holders who validly tendered their Notes prior to the Early Tender Time will receive the Total Consideration of $1,107.50 for each $1,000 principal amount of Notes tendered, consisting of the Tender Offer Consideration of $1,077.50 and an Early Tender Premium of $30.
In addition, FTSI Services received the requisite Consents to execute a supplemental indenture (the “Supplemental Indenture”) to the Indenture, dated as of November 12, 2010, pursuant to which the Notes were issued (the “Indenture”), implementing the Proposed Amendments relating to the Notes as described in the Offer to Purchase and Consent Solicitation Statement dated October 16, 2013 (the “Offer to Purchase”). FTSI Services, FTSI Bonds and The Bank of New York Mellon Trust Company, N.A., as trustee, entered into the Supplemental Indenture on October 30, 2013, but the Proposed Amendments will not become operative until FTSI Services purchases in the Tender Offer at least a majority of the aggregate principal amount of the outstanding Notes (excluding any Notes owned by FTSI Services, FTSI Bonds or any of their affiliates). As detailed in the Offer to Purchase, the Supplemental Indenture eliminates substantially all of the restrictive covenants and certain event of default provisions contained in the Indenture. Capitalized terms used and not defined in this news release have the meanings set forth in the Offer to Purchase.
The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on November 13, 2013, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Holders of Notes who tender their Notes after the Early Tender Time, but prior to the Expiration Time, will receive the Tender Offer Consideration of $1,077.50 per $1,000 principal amount of Notes.
Wells Fargo Securities, LLC is the dealer manager for the Tender Offer and solicitation agent for the Consent Solicitation. Global Bondholder Services Corporation (“GBS”) is the depositary and information agent for the Tender Offer and Consent Solicitation.
For additional information regarding the terms of the Tender Offer and Consent Solicitation, please contact Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4760 (collect). Requests for documents and questions regarding the Tender Offer and Consent Solicitation should be directed to GBS at (212) 430-3774 (banks and brokers) or (866) 470-3800 (all others).
None of FTSI Services, its members, directors, managers or officers, the dealer manager and solicitation agent, GBS or the trustee for the Notes, or any of their respective affiliates, is making or made any recommendation as to whether Holders should tender any Notes or deliver their Consents in response to the Tender Offer and Consent Solicitation. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.
This announcement is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell securities. The Tender Offer and Consent Solicitation are being made solely by means of the Offer to Purchase and the related Letter of Transmittal, in each case as amended by the information in FTSI Services’ new release dated October 24, 2013 and this news release. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation will be deemed to be made on behalf of FTSI Services by the dealer manager and solicitation agent or one or more registered brokers or dealers licensed under the laws of such jurisdictions.
About FTS International
FTS International is a leading provider of well completion services, including pressure pumping, wireline and water management. Exploration and production companies use FTS International’s products, services and expertise to enhance recovery rates from oil and gas wells, primarily in unconventional plays.