Key facts
- This page summarizes Glendon Capital Management LP's Form 4 filing for FTS International, Inc..
- 1 reported transaction and 0 derivative rows are listed below.
- Accepted by SEC: 08 Mar 2022, 16:05.
Glendon Capital Management LP - 04 Mar 2022 Form 4 Insider Report for FTS International, Inc.
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 04 Mar 2022
- Net transaction value
- -$47,086,870
- SEC form
- 4
- Accepted by SEC
- 08 Mar 2022, 16:05:59 UTC
- Next SEC filing
- 13 Jun 2024
- Source filing
- View source filing
- Reporting owner signature
- Glendon Capital Management, L.P.; Haig Maghakian
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Glendon Capital Management LP filed Form 4 for FTS International, Inc. on 08 Mar 2022.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: -$47,086,870.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
FTSI
transaction
Class A Common Stock, par value $0.01 per share
Other
- Transaction value
- $47,086,870
- Shares
- -1,775,523
- Change %
- -100%
- Price
- $26.52
- Shares after
- 0
- Date
- 04 Mar 2022
- Ownership
- See Footnote
- Footnotes
- F1, F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Glendon Capital Management LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 3 footnotes
Footnote F1
The reported securities beneficially owned, directly or indirectly, by the reporting person were disposed on March 4, 2022 in connection with the consummation of the Merger (defined below). On October 22, 2021, the Issuer announced the execution of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 21, 2021, by and among the Issuer, ProFrac Holdings, LLC, a Texas limited liability company ("Parent"), and ProFrac Acquisitions, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub would merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, the Issuer's stockholders would receive $26.52 per share of the Issuer's common stock in cash. See Issuer's Current Report on Form 8-K dated as of October 22, 2021.
Footnote F2
On March 7, 2022, the Issuer announced that it had consummated the Merger on March 4, 2022. See Issuer's Current Report on 8-K dated March 7, 2022. In connection with the Merger, all outstanding shares of the Issuer's common stock and all of the Issuer's outstanding warrants held by the Reporting Entities were canceled in exchange for cash consideration pursuant to the Merger Agreement. Following the Merger Transaction, the Reporting Entities no longer own any shares of common stock or warrants of the Issuer.
Footnote F3
The reported securities were beneficially owned directly by certain private funds and certain other advisory clients of Glendon Capital Management, LP ("GCM") which held FTSI's common stock and warrants (collectively the "Glendon Investors"). GCM is the investment manager of the Glendon Investors, and has voting and dispositive power over the reported securities held directly by the Glendon Investors.
SEC remarks
Christopher Sayer, a partner in GCM, is a director on FTSI's board of directors designated by the Noteholders party to the Third Amended and Restated Restructuring Support Agreement among FTSI and certain of its creditors holdings at least 50.01% of the aggregate principal amount of the Notes held by such Noteholders. As a result, GCM may be deemed a director by deputization of reorganized FTSI solely for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended.