Liberty Oilfield Services Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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81-4891595
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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950 17
th
Street, Suite 2400
Denver, Colorado 80202
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80202
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(Address of Principal Executive Offices)
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(Zip Code)
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(303) 515-2800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Class A Common Stock, par value $0.01 per share
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Name of each exchange on which registered
New York Stock Exchange
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☐
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Page No.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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our business strategy;
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our operating cash flows, the availability of capital and our liquidity;
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our future revenue, income and operating performance;
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our ability to sustain and improve our utilization, revenue and margins;
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our ability to maintain acceptable pricing for our services;
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our future capital expenditures;
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our ability to finance equipment, working capital and capital expenditures;
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•
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competition and government regulations;
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our ability to obtain permits and governmental approvals;
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pending legal or environmental matters;
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oil and natural gas prices;
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acquisitions;
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•
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general economic conditions;
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credit markets;
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•
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our ability to successfully develop our research and technology capabilities and implement technological developments and enhancements;
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•
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uncertainty regarding our future operating results; and
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plans, objectives, expectations and intentions contained in this Annual Report on Form 10-K that are not historical.
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•
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Liberty Holdings contributed all of its assets to Liberty LLC in exchange for Liberty LLC Units;
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•
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Liberty Holdings liquidated and distributed to its then-existing owners (the “Legacy Owners”)
105,451,454
Liberty LLC Units pursuant to the terms of the limited liability company agreement of Liberty Holdings and the Master Reorganization Agreement dated as of January 11, 2018, by and among the Company, Liberty Holdings, Liberty LLC, and the other parties named therein (the “Master Reorganization Agreement”);
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•
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Certain of the Legacy Owners directly or indirectly contributed all or a portion of their Liberty LLC Units to Liberty Inc. in exchange for
55,334,419
shares of our Class A Common Stock, including
1,258,514
shares of restricted stock;
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•
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Liberty Inc. issued the Legacy Owners that continued to own Liberty LLC Units (the “Liberty Unit Holders”) an aggregate amount of
48,207,372
shares of our Class B common stock, par value $0.01 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”); and
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•
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Liberty Inc. contributed the net proceeds it received from the IPO to Liberty LLC in exchange for additional Liberty LLC Units such that Liberty Inc. holds a total number of Liberty LLC Units equal to the number of shares of Class A Common Stock outstanding following the IPO.
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disruption in operations;
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substantial repair or remediation costs;
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personal injury or loss of human life;
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significant damage to or destruction of property and equipment;
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environmental pollution, including groundwater contamination;
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unusual or unexpected geological formations or pressures and industrial accidents;
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impairment or suspension of operations; and
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•
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substantial revenue loss.
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District Facility Location
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Size
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Leased or Owned
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Expiration of Lease
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Odessa, TX
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77,500 sq. ft on 47 acres
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Owned
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N/A
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Henderson, CO
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50,000 sq. ft on 13 acres
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Leased
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December 31, 2034
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Williston, ND
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30,000 sq. ft on 15 acres
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Owned
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N/A
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Gillette, WY
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32,757 sq. ft on 15 acres
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Leased
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December 31, 2034
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Cibolo, TX
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90,000 sq. ft on 34 acres
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Owned
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N/A
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•
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expected economic returns to E&P companies of new well completions;
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•
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domestic and foreign economic conditions and supply of and demand for oil and natural gas;
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the level of prices, and expectations about future prices, of oil and natural gas;
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•
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the level of global oil and natural gas exploration and production;
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the level of domestic and global oil and natural gas inventories;
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•
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the supply of and demand for hydraulic fracturing and equipment in the United States;
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federal, tribal, state and local laws, regulations and taxes, including the policies of governments regarding hydraulic fracturing and oil and natural gas exploration, development and production activities as well as non-U.S. governmental regulations and taxes;
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governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves;
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political and economic conditions in oil and natural gas producing countries;
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actions by the members of the OPEC with respect to oil production levels and announcements of potential changes in such levels, including the failure of such countries to comply with production cuts announced in November 2016 and extended in November 2017;
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global weather conditions and natural disasters;
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worldwide political, military and economic conditions;
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the cost of producing and delivering oil and natural gas;
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•
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lead times associated with acquiring equipment and products and availability of qualified personnel;
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the discovery rates of new oil and natural gas reserves;
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stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or to restrict the exploration, development and production of oil and natural gas;
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the availability of water resources, suitable proppant and chemical additives in sufficient quantities for use in hydraulic fracturing fluids;
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advances in exploration, development and production technologies or in technologies affecting energy consumption;
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the potential acceleration of development of alternative fuels; and
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uncertainty in capital and commodities markets and the ability of oil and natural gas companies to raise equity capital and debt financing.
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•
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disruption in operations;
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•
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substantial repair or remediation costs;
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•
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personal injury or loss of human life;
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•
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significant damage to or destruction of property, and equipment;
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•
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environmental pollution, including groundwater contamination;
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•
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unusual or unexpected geological formations or pressures and industrial accidents;
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•
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impairment or suspension of operations; and
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•
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substantial revenue loss.
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•
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covenants contained in the documents governing such indebtedness may require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise;
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our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited;
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we may be competitively disadvantaged to our competitors that are less leveraged or have greater access to capital resources; and
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we may be more vulnerable to adverse economic and industry conditions.
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we may enter into contracts between us, on the one hand, and related parties, on the other, that are not the result of arm’s-length transactions;
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our executive officers and directors that hold positions of responsibility with related parties may be aware of certain business opportunities that are appropriate for presentation to us as well as to such other related parties and may present such business opportunities to such other parties; and
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our executive officers and directors that hold positions of responsibility with related parties may have significant duties with, and spend significant time serving, other entities and may have conflicts of interest in allocating time.
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institute a more comprehensive compliance function;
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comply with rules promulgated by the NYSE;
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continue to prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
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establish new internal policies, such as those relating to insider trading; and
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involve and retain to a greater degree outside counsel and accountants in the above activities.
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utilizing information technology personnel to review system authorization among users to ensure proper segregation of duties; and
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engagement of a third party to assist in our documentation, implementation and testing of internal controls related to segregation of duties, including controls over journal entries.
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quarterly variations in our financial and operating results;
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the public reaction to our press releases, our other public announcements and our filings with the SEC;
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strategic actions by our competitors;
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changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;
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speculation in the press or investment community;
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the failure of specific research analysts to cover our Class A Common Stock;
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sales of our Class A Common Stock by us, the selling shareholder or other stockholders, or the perception that such sales may occur;
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changes in accounting principles, policies, guidance, interpretations or standards;
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additions or departures of key management personnel;
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actions by our stockholders;
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general market conditions, including fluctuations in commodity prices;
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domestic and international economic, legal and regulatory factors unrelated to our performance; and
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•
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the realization of any risks described under this “Risk Factors” section.
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•
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permits Riverstone and its respective affiliates to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and
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•
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provides that if Riverstone or its respective affiliates, or any employee, partner, member, manager, officer or director of Riverstone or its respective affiliates who is also one of our directors or officers, becomes aware of a potential business opportunity, transaction or other matter, they have no duty to communicate or offer that opportunity to us.
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•
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after we cease to be a controlled company, dividing our board of directors into three classes of directors, with each class serving staggered three-year terms;
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after we cease to be a controlled company, and subject to the terms of our stockholders’ agreement, providing that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum (prior to such time, vacancies may also be filled by stockholders holding a majority of the outstanding shares);
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after we cease to be a controlled company, permitting any action by stockholders to be taken only at an annual meeting or special meeting rather than by a written consent of the stockholders, subject to the rights of any series of preferred stock with respect to such rights;
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•
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after we cease to be a controlled company, permitting special meetings of our stockholders to be called only by our Chief Executive Officer, the chairman of our board of directors and our board of directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (prior to such time, a special meeting may also be called by our Corporate Secretary at the request of Riverstone);
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•
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after we cease to be a controlled company, and subject to the rights of the holders of shares of any series of our preferred stock and the terms of our stockholders’ agreement, requiring the affirmative vote of the holders of at least 66
2
⁄
3
% in voting power of all then outstanding common stock entitled to vote generally in the election of directors, voting together as a single class, to remove any or all of the directors from office at any time, and directors will be removable only for “cause”;
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•
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prohibiting cumulative voting in the election of directors;
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establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; and
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•
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providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws.
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Years Ended
December 31,
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2017
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2016
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2015
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(in thousands, except share, per share, fleet and per fleet data)
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Statement of Operations Data:
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Revenue
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$
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1,489,855
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$
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374,773
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$
|
455,404
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Costs of services, excluding depreciation and amortization shown separately
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1,147,008
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354,729
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393,340
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|||
General and administrative
|
80,089
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35,789
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28,765
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Depreciation and amortization
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81,473
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|
41,362
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36,436
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|
|||
Loss (gain) on disposal of assets
|
148
|
|
|
(2,673
|
)
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|
423
|
|
|||
Operating income (loss)
|
181,137
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|
(54,434
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)
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(3,560
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)
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|||
Other expense
|
|
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||||||
Interest expense
|
(12,636
|
)
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|
(6,126
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)
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|
(5,501
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)
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|||
Net income (loss)
|
$
|
168,501
|
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|
$
|
(60,560
|
)
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|
$
|
(9,061
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)
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Pro Forma Income Tax and Net Income(1)
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|
|
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|
||||||
Pro forma tax expense (benefit)
|
$
|
38,149
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|
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|
||||
Pro forma net income (loss)
|
$
|
130,352
|
|
|
|
|
|
||||
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|
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|
|
|
||||||
Pre tax income (loss) attributable to noncontrolling interests
|
$
|
68,782
|
|
|
|
|
|
||||
Pro forma tax expense attributable to noncontrolling interests
|
—
|
|
|
|
|
|
|||||
Pro forma net income (loss) attributable to noncontrolling interests
|
$
|
68,782
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
Pre tax income (loss) attributable to Liberty Inc.
|
$
|
99,719
|
|
|
|
|
|
||||
Pro forma tax expense (benefit) attributable to Liberty Inc.
|
38,149
|
|
|
|
|
|
|||||
Pro forma net income (loss) attributable to Liberty Inc.
|
$
|
61,570
|
|
|
|
|
|
||||
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|
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|
||||||
Pro Forma per Share Data (2)
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|
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|
||||||
Pro forma net income (loss) per share
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|
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|
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|
||||||
Basic
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$
|
0.90
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Diluted
|
$
|
0.88
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||||
Pro forma weighted average shares outstanding
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|
||||||
Basic
|
68,729,523
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|
|||||
Diluted
|
117,713,945
|
|
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|
|||||
Statement of Cash Flows Data:
|
|
|
|
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|
||||||
Cash flows provided by (used in) operating activities
|
$
|
195,109
|
|
|
$
|
(40,708
|
)
|
|
$
|
6,119
|
|
Cash flows used in investing activities
|
(310,043
|
)
|
|
(96,351
|
)
|
|
(38,492
|
)
|
|||
Cash flows provided by financing activities
|
119,771
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|
|
148,543
|
|
|
21,485
|
|
|||
Other Financial Data:
|
|
|
|
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|
||||||
Capital expenditures
|
$
|
300,793
|
|
|
$
|
102,428
|
|
|
$
|
38,492
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|
EBITDA(3)
|
$
|
262,610
|
|
|
$
|
(13,072
|
)
|
|
$
|
32,876
|
|
Adjusted EBITDA(3)
|
$
|
280,728
|
|
|
$
|
(5,588
|
)
|
|
$
|
41,213
|
|
Total Fleets at beginning of period (4)
|
10
|
|
|
6
|
|
|
5
|
|
|||
Total Fleets at end of period (4)
|
19
|
|
|
10
|
|
|
6
|
|
|||
Average Active Fleets (5)
|
15.1
|
|
|
7.4
|
|
|
5.9
|
|
|||
Adjusted EBITDA per Average Active Fleet (6)
|
$
|
18,591
|
|
|
$
|
(755
|
)
|
|
$
|
6,985
|
|
Balance Sheet Data (at end of period):
|
|
|
|
|
|
||||||
Total assets
|
$
|
852,103
|
|
|
$
|
451,845
|
|
|
$
|
296,971
|
|
Long-term debt (including current portion)
|
196,357
|
|
|
103,805
|
|
|
110,232
|
|
|||
Total liabilities
|
416,851
|
|
|
222,873
|
|
|
162,920
|
|
|||
Redeemable common units (7)
|
42,486
|
|
|
—
|
|
|
—
|
|
|||
Total member equity
|
392,766
|
|
|
228,972
|
|
|
134,051
|
|
|
(1)
|
Pro forma net income attributable to Liberty Inc. reflects the income tax effects of the corporate reorganization described under “Item 1. Business—Initial Public Offering and Reorganization Transaction” and the IPO. The Predecessor is not subject to U.S. federal income tax. As a result, the combined net income in the historical financial statements do not reflect the tax expense we would have incurred if we were subject to U.S. federal income tax during such period. While Liberty Inc. a corporation and is subject to U.S. federal income tax, such pro forma tax expense is only reflected on the portion of pre tax income attributable to stockholders of Liberty Inc. and is estimated at $38.1 million for the year ended
December 31, 2017
. Accordingly, no pro forma tax expense is reflected for noncontrolling interests which are not consolidated into Liberty's tax return until and unless such noncontrolling interests are redeemed and exchanged for Class A Common Stock.
|
(2)
|
Pro forma net income (loss) per share, basic, and weighted average shares outstanding, basic, reflect the number of shares of common stock outstanding upon the completion of our corporate reorganization described under “Item 1. Business—Initial Public Offering and Reorganization Transaction” associated with our IPO as if such reorganization had occurred at the beginning of the period presented. For the year ended December 31, 2017 pro forma net income per share, diluted, and weighted average shares outstanding, diluted, reflects the potential redemption of all Liberty LLC Units outstanding and cancellation of the corresponding shares of Class B Common Stock in exchange for Liberty Inc.'s issuance of additional Class A Common Stock under the if-converted method, and vesting of restricted stock issued in connection with the IPO under the treasury stock method. The table below shows the calculation of diluted pro forma net income for purposes of such diluted pro forma net income per share calculation.
|
|
For the year ended December 31, 2017
|
||||||||||
|
(in thousands)
|
||||||||||
|
Attributable to Liberty Inc. (Basic)
|
|
Pro forma effect of Conversion of Class B to Class A
|
|
Attributable to Liberty Inc. (Diluted)
|
||||||
Net income
|
$
|
99,719
|
|
|
$
|
68,782
|
|
|
$
|
168,501
|
|
Pro forma tax expense
|
38,149
|
|
|
26,314
|
|
|
64,463
|
|
|||
Pro forma net income
|
$
|
61,570
|
|
|
$
|
42,468
|
|
|
$
|
104,038
|
|
(3)
|
EBITDA and Adjusted EBITDA are non-GAAP financial measures. For definitions of EBITDA and Adjusted EBITDA and a reconciliation of each to our most directly comparable financial measure calculated and presented in accordance with accounting principal generally accepted in the United States of America ("GAAP"), please read “Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations—Non-GAAP Financial Measures.”
|
(4)
|
Total Fleets represents the number of deployed and active fleets as of the designated date.
|
(5)
|
Average Active Fleets is calculated as the daily average of the active fleets for the period presented.
|
(6)
|
Adjusted EBITDA per Average Active Fleet is calculated as Adjusted EBITDA for the period divided by the Average Active Fleets, as defined above.
|
(7)
|
Effective March 22, 2018, ACQI and LOS merged into the surviving entity, LOS, and ACQI ceased to exist. In connection with the merger and dissolution, the Redeemable Common Units were deemed extinguished and satisfied in full.
|
|
Years Ended December 31,
|
||||||||||
Description
|
2017
|
|
2016
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
$
|
1,489,855
|
|
|
$
|
374,773
|
|
|
$
|
1,115,082
|
|
Cost of services, excluding depreciation and amortization shown separately
|
1,147,008
|
|
|
354,729
|
|
|
792,279
|
|
|||
General and administrative
|
80,089
|
|
|
35,789
|
|
|
44,300
|
|
|||
Depreciation and amortization
|
81,473
|
|
|
41,362
|
|
|
40,111
|
|
|||
Loss (gain) on disposal of assets
|
148
|
|
|
(2,673
|
)
|
|
2,821
|
|
|||
Operating income (loss)
|
181,137
|
|
|
(54,434
|
)
|
|
235,571
|
|
|||
Interest expense
|
(12,636
|
)
|
|
(6,126
|
)
|
|
(6,510
|
)
|
|||
Net income (loss)
|
$
|
168,501
|
|
|
$
|
(60,560
|
)
|
|
$
|
229,061
|
|
|
Years Ended December 31,
|
||||||||||
Description
|
2016
|
|
2015
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
$
|
374,773
|
|
|
$
|
455,404
|
|
|
$
|
(80,631
|
)
|
Cost of services, excluding depreciation and amortization shown separately
|
354,729
|
|
|
393,340
|
|
|
(38,611
|
)
|
|||
General and administrative
|
35,789
|
|
|
28,765
|
|
|
7,024
|
|
|||
Depreciation and amortization
|
41,362
|
|
|
36,436
|
|
|
4,926
|
|
|||
(Gain) loss on disposal of assets
|
(2,673
|
)
|
|
423
|
|
|
(3,096
|
)
|
|||
Operating loss
|
(54,434
|
)
|
|
(3,560
|
)
|
|
(50,874
|
)
|
|||
Interest expense
|
(6,126
|
)
|
|
(5,501
|
)
|
|
(625
|
)
|
|||
Net loss
|
$
|
(60,560
|
)
|
|
$
|
(9,061
|
)
|
|
$
|
(51,499
|
)
|
|
Years Ended
December 31, |
||||||||||
Description
|
2017
|
|
2016
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Net income (loss)
|
$
|
168,501
|
|
|
$
|
(60,560
|
)
|
|
$
|
229,061
|
|
Depreciation and amortization
|
81,473
|
|
|
41,362
|
|
|
40,111
|
|
|||
Interest expense
|
12,636
|
|
|
6,126
|
|
|
6,510
|
|
|||
EBITDA
|
$
|
262,610
|
|
|
$
|
(13,072
|
)
|
|
$
|
275,682
|
|
Fleet start-up costs
|
13,955
|
|
|
4,280
|
|
|
9,675
|
|
|||
Asset acquisition costs
|
2,470
|
|
|
5,420
|
|
|
(2,950
|
)
|
|||
Loss (gain) on disposal of assets
|
148
|
|
|
(2,673
|
)
|
|
2,821
|
|
|||
Advisory services fees
|
1,545
|
|
|
457
|
|
|
1,088
|
|
|||
Adjusted EBITDA
|
$
|
280,728
|
|
|
$
|
(5,588
|
)
|
|
$
|
286,316
|
|
|
Years Ended December 31,
|
||||||||||
Description
|
2016
|
|
2015
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Net loss
|
$
|
(60,560
|
)
|
|
$
|
(9,061
|
)
|
|
$
|
(51,499
|
)
|
Depreciation and amortization
|
41,362
|
|
|
36,436
|
|
|
4,926
|
|
|||
Interest expense
|
6,126
|
|
|
5,501
|
|
|
625
|
|
|||
EBITDA
|
$
|
(13,072
|
)
|
|
$
|
32,876
|
|
|
$
|
(45,948
|
)
|
Fleet start-up costs
|
4,280
|
|
|
1,044
|
|
|
3,236
|
|
|||
Asset acquisition costs
|
5,420
|
|
|
—
|
|
|
5,420
|
|
|||
(Gain) loss on disposal of assets
|
(2,673
|
)
|
|
423
|
|
|
(3,096
|
)
|
|||
Bad debt reserve
|
—
|
|
|
6,424
|
|
|
(6,424
|
)
|
|||
Advisory services fees
|
457
|
|
|
446
|
|
|
11
|
|
|||
Adjusted EBITDA
|
$
|
(5,588
|
)
|
|
$
|
41,213
|
|
|
$
|
(46,801
|
)
|
|
Years Ended December 31,
|
||||||||||
Description
|
2017
|
|
2016
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
195,109
|
|
|
$
|
(40,708
|
)
|
|
$
|
235,817
|
|
Net cash used in investing activities
|
(310,043
|
)
|
|
(96,351
|
)
|
|
(213,692
|
)
|
|||
Net cash provided by financing activities
|
119,771
|
|
|
148,543
|
|
|
(28,772
|
)
|
|||
Net increase in cash and cash equivalents
|
$
|
4,837
|
|
|
$
|
11,484
|
|
|
$
|
(6,647
|
)
|
|
Years Ended December 31,
|
||||||||||
Description
|
2016
|
|
2015
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(40,708
|
)
|
|
$
|
6,119
|
|
|
$
|
(46,827
|
)
|
Net cash used in investing activities
|
(96,351
|
)
|
|
(38,492
|
)
|
|
(57,859
|
)
|
|||
Net cash provided by financing activities
|
148,543
|
|
|
21,485
|
|
|
127,058
|
|
|||
Net change increase (decrease) in cash and cash equivalents
|
$
|
11,484
|
|
|
$
|
(10,888
|
)
|
|
$
|
22,372
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
|
(dollars in thousands)
|
||||||||||||||||
|
Total
|
|
Less than 1
year
|
|
1 – 3 years
|
|
4 – 5 years
|
|
More than 5 years
|
||||||||||
ABL Credit Facility
(1)
|
$
|
30,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,000
|
|
|
$
|
—
|
|
Term Loan Facility
(1)
|
174,562
|
|
|
1,750
|
|
|
3,500
|
|
|
169,312
|
|
|
—
|
|
|||||
Estimated interest payments
(2)
|
79,715
|
|
|
17,075
|
|
|
33,667
|
|
|
28,973
|
|
|
—
|
|
|||||
Operating lease obligations
(3)
|
100,813
|
|
|
25,724
|
|
|
42,396
|
|
|
9,859
|
|
|
22,834
|
|
|||||
Purchase commitments
(4)
|
551,940
|
|
|
245,626
|
|
|
287,115
|
|
|
19,199
|
|
|
—
|
|
|||||
Total
|
$
|
937,030
|
|
|
$
|
290,175
|
|
|
$
|
366,678
|
|
|
$
|
257,343
|
|
|
$
|
22,834
|
|
|
(1)
|
Payments on our ABL Credit Facility and Term Loan Facility exclude interest payments. Payments are based on debt balances as of December 31, 2017. In January 2018, the Company repaid the full balance on the ABL Credit Facility and 35% of the Term Loan Facility, $113.5 million remains outstanding on the Term Loan Facility.
|
(2)
|
Estimated interest payments are based on debt balances as of
December 31, 2017
. Interest rates applied are based on the weighted average rate as of
December 31, 2017
. In January 2018, the Company repaid the full balance on the ABL Credit Facility and 35% of the Term Loan Facility, therefore actual interest due in future periods is reduced.
|
(3)
|
Operating lease obligations include payments for leased facilities, equipment and vehicles.
|
(4)
|
Purchase commitments represent payments under supply agreements for the purchase and transportation of proppants. The agreements include minimum monthly purchase commitments, including one agreement under which a shortfall fee may be applied. The shortfall fee may be offset by purchases in excess of the minimum requirement during the three months following the shortfall month.
|
•
|
utilizing information technology personnel to review system authorization among users to ensure proper segregation of duties; and
|
•
|
engagement of a third party to assist in our documentation, implementation and testing of internal controls related to segregation of duties, including controls over journal entries.
|
Name
|
|
Age
|
|
Position with Liberty Oilfield Services Inc.
|
Christopher A. Wright
|
|
53
|
|
Chairman of the Board and Chief Executive Officer
|
Michael Stock
|
|
56
|
|
Chief Financial Officer
|
Ron Gusek
|
|
46
|
|
President
|
R. Sean Elliott
|
|
43
|
|
Vice President and General Counsel
|
Ryan T. Gosney
|
|
45
|
|
Chief Accounting Officer
|
Cary D. Steinbeck (a)(b)
|
|
46
|
|
Director
|
N. John Lancaster, Jr.
|
|
49
|
|
Director
|
Brett Staffieri (b)
|
|
39
|
|
Director
|
William F. Kimble (a)
|
|
58
|
|
Director
|
Peter A. Dea (a)(b)
|
|
64
|
|
Director
|
Ken Babcock
|
|
61
|
|
Director
|
Jesal Shah
|
|
32
|
|
Director
|
Name
|
|
Title
|
Christopher A. Wright
|
|
Chairman of the Board and Chief Executive Officer*
|
Michael Stock
|
|
Chief Financial Officer*
|
Ron Gusek
|
|
President
|
R. Sean Elliott
|
|
Vice President and General Counsel
|
Ryan T. Gosney
|
|
Chief Accounting Officer
|
|
|
For the year ended December 31,
|
||||||
Name
|
|
2016
|
|
2017
|
||||
Christopher A. Wright
|
|
$
|
124,313
|
|
|
$
|
500,000
|
|
Michael Stock
|
|
183,921
|
|
|
375,000
|
|
||
Ron Gusek
|
|
150,820
|
|
|
375,000
|
|
||
R. Sean Elliott
|
|
N/A
|
|
|
350,000
|
|
||
Ryan T. Gosney
|
|
N/A
|
|
|
255,000
|
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)(3)
|
|
Option
Awards
($)(4)
|
|
All Other
Compensation
($)(5)
|
|
Total
($)
|
|||||
Christopher A. Wright
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Chairman of the Board and Chief Executive Officer(1))
|
|
2017
|
|
349,890
|
|
|
1,590,162
|
|
|
—
|
|
|
5,722
|
|
|
1,945,774
|
|
|
|
2016
|
|
124,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,313
|
|
|
|
2015
|
|
138,124
|
|
|
190,896
|
|
|
—
|
|
|
—
|
|
|
329,020
|
|
Michael Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Chief Financial Officer & Director(1))
|
|
2017
|
|
282,668
|
|
|
1,192,809
|
|
|
—
|
|
|
8,513
|
|
|
1,483,990
|
|
|
|
2016
|
|
183,921
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
208,921
|
|
|
|
2015
|
|
204,353
|
|
|
239,033
|
|
|
—
|
|
|
4,471
|
|
|
447,857
|
|
Ron Gusek
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(President)
|
|
2017
|
|
242,885
|
|
|
1,192,809
|
|
|
—
|
|
|
7,603
|
|
|
1,443,297
|
|
|
|
2016
|
|
150,820
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
175,820
|
|
|
|
2015
|
|
167,574
|
|
|
179,275
|
|
|
—
|
|
|
3,666
|
|
|
350,515
|
|
R. Sean Elliott (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Vice President & General Counsel)
|
|
2017
|
|
280,667
|
|
|
175,750
|
|
|
—
|
|
|
52,822
|
|
|
509,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ryan T. Gosney (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Chief Accounting Officer)
|
|
2017
|
|
207,256
|
|
|
156,683
|
|
|
—
|
|
|
7,356
|
|
|
371,295
|
|
|
(1)
|
In connection with our initial public offering, Mr. Stock ceased to be a member of our board of directors and Mr. Wright was appointed to our board of directors.
|
(2)
|
Messrs. Elliott and Gosney joined us in March 2017, and as such, there is no compensation reported for Messrs. Elliott and Gosney for 2015 and 2016.
|
(3)
|
Amounts reported in the “Bonus” column reflect discretionary bonuses earned for service in
2017
. $750 of these bonuses for each Named Executive Officer were part of year-end bonuses we paid to all our employees. The remainder of these bonuses were paid in February 2018, other than quarterly bonuses totaling $36,720, which were received by Mr. Gosney during 2017 after the end of the second and third quarters.
|
(4)
|
Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of Class B-5 Units granted to Mr. Gusek during fiscal year 2016. The Class B-5 Units represent membership interests in Liberty Holdings that are intended to constitute profits interests for federal income tax purposes. Despite the fact that the Class B-5 Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.”
|
(5)
|
For Mr. Elliott, amounts reported in the “All Other Compensation” column reflect (a) $6,387 of discretionary matching contributions made by our Predecessor to his 401(k) plan account during the fiscal year ended December 31, 2017 and (b) $46,435 of travel, lodging, and related expenses during the fiscal year ended December 31, 2017. For the other Named Executive Officers, amounts reported in the “All Other Compensation” column reflect discretionary matching contributions made by our Predecessor to each Named Executive Officer’s 401(k) plan account during the fiscal year ended December 31, 2017.
|
Name (a)
|
Option Awards (1)
|
||||||||
Number of Securities
Underlying Unexercised
Options (#)
Exercisable
|
|
Number of Securities
Underlying Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise Price
($)(4)
|
|
Option
Expiration Date
(4)
|
|||
Christopher A. Wright
|
150,000
|
|
|
—
|
|
|
N/A
|
|
N/A
|
Michael Stock
|
80,000
|
|
|
—
|
|
|
N/A
|
|
N/A
|
Ron Gusek
|
37,500
|
|
|
12,500
|
|
(2)
|
N/A
|
|
N/A
|
|
6,250
|
|
|
18,750
|
|
(3)
|
N/A
|
|
N/A
|
R. Sean Elliott
(5)
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
Ryan T. Gosney
(5)
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
(1)
|
The equity awards disclosed in this table are restricted Class B Units in Liberty Holdings, which are intended to be profits interests for federal income tax purposes. The Class B Units are subject to time-based vesting conditions, and each award vests 25% each year over four years following the vesting start date, subject to the Named Executive Officer’s continued employment through the applicable vesting date. The treatment of these awards upon certain terminations of employment and change in control events is described below under “—Potential Payments Upon a Termination or Change in Control.”
|
(2)
|
The restricted stock awards received in exchange for these Class B Units vested on February 20, 2018.
|
(3)
|
The restricted stock awards received in exchange for these Class B Units will vest ratably on each of October 31, 2018, October 31, 2019 and October 31, 2020, so long as Mr. Gusek remains employed through such dates.
|
(4)
|
These equity awards are not traditional options, and therefore, there is no exercise price or option expiration date associated with them.
|
(5)
|
Messrs. Elliott and Gosney did not hold any equity awards as of December 31, 2017.
|
•
|
A cash retainer of $65,000 per year, payable quarterly in arrears;
|
•
|
An additional cash retainer of $20,000 per year, payable quarterly in arrears if such non-employee director serves as the chairperson of our audit committee;
|
•
|
An additional payment of $1,500 for each board meeting attended in-person by such non-employee director; and
|
•
|
Annual equity based compensation with an aggregate grant date value of $100,000, subject to the terms of the LTIP and the award agreement pursuant to which such award is granted.
|
•
|
each person known to us to beneficially own more than 5% of any class of our outstanding voting securities;
|
•
|
each member of our board of directors and each nominee to our board of directors;
|
•
|
the selling shareholder;
|
•
|
each of our named executive officers named in the Summary Compensation Table under “Item 11. Executive Compensation”; and
|
•
|
all of our directors and executive officers as a group.
|
|
|
Shares of commons stock beneficially owned
|
||||||||||||||||
|
|
Class A
Common Stock
|
|
Class B
Common Stock(1)
|
|
Combined Voting
Power(2)
|
||||||||||||
|
|
Number
|
|
%
|
|
Number
|
|
%
|
|
Number
|
|
%
|
||||||
Selling Shareholder
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R/C Energy IV Direct Partnership, L.P. (3)
|
|
15,259,481
|
|
|
21.8
|
%
|
|
—
|
|
|
|
|
15,259,481
|
|
|
12.9
|
%
|
|
Other 5% Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R/C IV Liberty Holdings, L.P.(4)
|
|
4,413,442
|
|
|
6.3
|
%
|
|
31,368,322
|
|
|
65.1
|
%
|
|
35,781,764
|
|
|
30.3
|
%
|
Entities associated with Oakmont Corporation (5)
|
|
1,924,827
|
|
|
2.8
|
%
|
|
13,680,615
|
|
|
28.4
|
%
|
|
15,605,442
|
|
|
13.2
|
%
|
Entities and persons associated with GMT Capital Corp. (6)
|
|
4,669,498
|
|
|
6.7
|
%
|
|
—
|
|
|
|
|
|
4,669,498
|
|
|
4.0
|
%
|
Concentric Equity Partners II, LP (7)
|
|
4,579,307
|
|
|
6.5
|
%
|
|
—
|
|
|
|
|
|
4,579,307
|
|
|
3.9
|
%
|
SH Ventures LOS, LLC (8)
|
|
5,215,783
|
|
|
7.5
|
%
|
|
—
|
|
|
|
|
|
5,215,783
|
|
|
4.4
|
%
|
C. Mark Pearson
|
|
653,252
|
|
|
0.9
|
%
|
|
3,158,435
|
|
|
6.6
|
%
|
|
3,811,687
|
|
|
3.2
|
%
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Christopher A. Wright
|
|
3,543,451
|
|
|
5.1
|
%
|
|
—
|
|
|
|
|
3,543,451
|
|
|
3.0
|
%
|
|
Michael Stock
|
|
1,499,327
|
|
|
2.1
|
%
|
|
—
|
|
|
|
|
1,499,327
|
|
|
1.3
|
%
|
|
Ron Gusek
|
|
1,311,538
|
|
|
1.9
|
%
|
|
—
|
|
|
|
|
1,311,538
|
|
|
1.1
|
%
|
|
Cary D. Steinbeck
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
N. John Lancaster, Jr.
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
Brett Staffieri
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
William F. Kimble
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
Peter A. Dea
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
Ken Babcock
|
|
58,823
|
|
|
0.1
|
%
|
|
—
|
|
|
|
|
58,823
|
|
|
0.0
|
%
|
|
Jesal Shah
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
Directors and executive officers as a group (12 persons)
|
|
6,413,139
|
|
|
9.2
|
%
|
|
—
|
|
|
|
|
6,413,139
|
|
|
5.4
|
%
|
|
Other Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
R. Sean Elliott
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||
Ryan T. Gosney
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(1)
|
Under the Liberty LLC Agreement, each Liberty Unit Holder has, subject to certain limitations, the right to cause Liberty LLC to acquire all or a portion of its Liberty LLC Units for, at Liberty LLC’s election, (i) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Liberty LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. In connection with any redemption of Liberty LLC Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B Common Stock will be cancelled. See “Item 13. Certain Relationships and Related Person Transactions-Liberty LLC Agreement.” Beneficial ownership of Liberty LLC Units is not reflected as beneficial ownership of shares of our Class A Common Stock for which such units may be redeemed.
|
(2)
|
Represents percentage of voting power of our Class A Common Stock and Class B common stock voting together as a single class.
|
(3)
|
R/C Energy IV Direct Partnership, L.P. is an investment partnership affiliated with Riverstone/Carlyle Global Energy and Power Fund IV, L.P., or R/C IV. Management and control of R/C Energy IV Direct Partnership, L.P. is with its general partner, Riverstone/Carlyle Energy Partners IV, L.P., which is in turn managed and controlled by its general partner, R/C Energy GP IV, LLC, an affiliate of R/C IV. R/C Energy GP IV, LLC is managed by a management committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, N. John Lancaster, Daniel A. D’Aniello and Edward J. Mathias. As a result, each of R/C Energy GP IV, LLC and Riverstone/Carlyle Energy Partners IV, L.P. may be deemed to share beneficial ownership of the shares held of record by R/C Energy IV Direct Partnership, L.P. The business address for each of the entities and individuals other than Messrs. D’Aniello and Mathias is c/o Riverstone Holdings, 712 Fifth Avenue, 36th Floor, New York, NY 10019. The business address for each of Messrs. D’Aniello and Mathias is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 200, Washington, D.C. 20004.
|
(4)
|
R/C IV Liberty Holdings, L.P. is an investment partnership affiliated with R/C IV. Management and control of R/C IV Liberty Holdings, L.P. is with its general partner, Riverstone/Carlyle Energy Partners IV, L.P., which is in turn managed and controlled by its general partner, R/C Energy GP IV, LLC, an affiliate of R/C IV. R/C Energy GP IV, LLC is managed by a management committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, N. John Lancaster, Daniel A. D’Aniello and Edward J. Mathias. As a result, each of R/C Energy GP IV, LLC and Riverstone/Carlyle Energy Partners IV, L.P. may be deemed to share beneficial ownership of the shares held of record by R/C IV Liberty Holdings, L.P. The business address for each of the entities and individuals other than Messrs. D’Aniello and Mathias is c/o Riverstone Holdings, 712 Fifth Avenue, 36th Floor, New York, NY 10019. The business address for each of Messrs. D’Aniello and Mathias is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 200, Washington, D.C. 20004.
|
(5)
|
All shares may be deemed to be beneficially owned by Oakmont Corporation and Robert Day, who may be deemed to control Oakmont Corporation. The reporting herein of such shares shall not be construed as an admission by Oakmont Corporation or Mr. Day that either such person is the beneficial owner of such interests for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. The principal business address of the Oakmont Corporation and Mr. Day is 865 S. Figueroa St., Suite 700, Los Angeles, CA 90017.
|
(6)
|
Entities and persons associated with GMT Capital Corp. are BRP Liberty, LLC, Bay Resource Partners, L.P., Bay II Resource Partners, L.P., Thomas E. Claugus, and GMT Exploration Company LLC. GMT Capital Corp. manages each of these entities, and is in turn majority owned and controlled by Thomas E. Claugus. Therefore, GMT Capital Corp. and Mr. Claugus may be deemed to share voting and dispositive power over the shares held by such entities and may also be deemed to be the beneficial owner of such shares. GMT Capital Corp. and Mr. Claugus disclaim beneficial ownership of these shares in excess of their pecuniary interest therein. The principal business address of each of GMT Capital Corp. and Mr. Claugus is 2300 Windy Ridge Parkway, Suite 550 South, Atlanta, GA 30339.
|
(7)
|
The general partner of Concentric Equity Partners II, LP is CEP-FIC GP, LP. The principal business address of CEP-FIC GP, LP is 50 E. Washington St. Suite 400, Chicago, Illinois 60602.
|
(8)
|
The principal business address of SH Ventures LOS, LLC is 655 Brea Canyon Road, Walnut, California 91789.
|
•
|
so long as Riverstone and its affiliates collectively own at least 35% of our Class A Common Stock, Riverstone can designate up to five nominees to our board of directors, with the board size decreasing by one director when Riverstone and its affiliates no longer own at least 35% of our Class A Common Stock;
|
•
|
so long as Riverstone and its affiliates collectively own at least 30% of our Class A Common Stock, Riverstone can designate up to four nominees to our board of directors;
|
•
|
so long as Riverstone and its affiliates collectively own at least 20% of our Class A Common Stock but less than 30% of our Class A Common Stock, Riverstone can designate up to two nominees to our board of directors; and
|
•
|
so long as Riverstone and its affiliates collectively own at least 10% of our Class A Common Stock but less than 20% of our Class A common stock, Riverstone can designate up to one nominee to our board of directors.
|
•
|
any material change, through any acquisition, disposition of assets or otherwise, in the nature of our business or operations and our subsidiaries as of the date of the stockholders’ agreement;
|
•
|
hiring or terminating our chief executive officer or the chief financial officer and their respective successors;
|
•
|
any transaction that, if consummated, would constitute a Change of Control (as defined in the stockholders’ agreement) or entering into any definitive agreement or series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change of Control;
|
•
|
entering into any agreement providing for certain acquisitions or dispositions, in each such case, involving consideration payable or receivable by us or any of our subsidiaries in excess of $100 million in the aggregate in any single transaction or series of related transactions during any 12-month period;
|
•
|
any incurrence by us or any of our subsidiaries of indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the guarantee of indebtedness of another Person) in excess of $100 million in the aggregate in any single transaction or series of related transactions during any 12-month period;
|
•
|
any issuance or series of related issuances of equity securities by us or any of our subsidiaries for an aggregate consideration in excess of $100 million;
|
•
|
any payment or declaration of any dividend or other distribution of any shares of Class A Common Stock or entering into any recapitalization transaction the primary purpose of which is to pay a dividend;
|
•
|
any increase or decrease in the size of our board of directors, committees of the board of directors, and board and committees of our subsidiaries;
|
•
|
settling any litigation to which we or any of our subsidiaries is a party involving the payment by us or any of our subsidiaries of an aggregate amount equal to or greater than $25 million;
|
•
|
entering into any joint venture or similar business alliance involving investment, contribution or disposition by us or any of our subsidiaries of assets (including stock of subsidiaries) having an aggregate fair market value in excess of $100 million, other than transactions solely between and among us and our wholly owned subsidiaries; and
|
•
|
any amendment, modification or waiver of our certificate of incorporation, bylaws or any other governing document following the date of the stockholders’ agreement that (i) causes the number of board of director seats to be less than or greater than nine (although the current size of the board of directors, as ratified by the Riverstone directors, is eight) or (ii) materially and adversely affects any Principal Stockholder.
|
•
|
we may enter into contracts between us, on the one hand, and related parties, on the other, that are not as a result of arm’s-length transactions;
|
•
|
our executive officers and directors that hold positions of responsibility with related parties may be aware of certain business opportunities that are appropriate for presentation to us as well as to such other related parties and may present such business opportunities to such other parties; and
|
•
|
our executive officers and directors that hold positions of responsibility with related parties may have significant duties with, and spend significant time serving, other entities and may have conflicts of interest in allocating time.
|
•
|
any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;
|
•
|
any person who is known by us to be the beneficial owner of more than 5.0% of our Class A Common Stock;
|
•
|
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of our Class A Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5.0% of our Class A common stock; and
|
•
|
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10.0% or greater beneficial ownership interest.
|
|
2017
|
|
2016
|
||||
Audit fees (1)
|
$
|
1,124,792
|
|
|
$
|
805,713
|
|
Audit-related fees (2)
|
1,381,930
|
|
|
706,026
|
|
||
Tax fees (3)
|
601,245
|
|
|
—
|
|
||
All other fees (4)
|
—
|
|
|
—
|
|
||
Total
|
$
|
3,107,967
|
|
|
$
|
1,511,739
|
|
(1)
|
Consists of fees for professional services rendered for the audits of our consolidated financial statements for fiscal years 2017 and 2016 included in our Annual Report on Form 10-K and Registration Statement on Form S-1.
|
(2)
|
Consists of fees billed for assurance and related services, primarily related to the IPO.
|
(3)
|
Consists of fees for professional services rend by our principal accountant for tax compliance, tax advice, and tax planning.
|
(4)
|
Consists of fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
|
Liberty Oilfield Services Inc.
|
Liberty Oilfield Services LLC Predecessor
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
1.1
|
|
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2
|
|
|
|
|
|
|
|
10.3
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
10.6
|
|
|
|
|
|
|
|
10.7
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
|
|
|
10.10
|
|
|
|
|
|
|
|
10.11
|
|
|
|
|
|
|
|
10.12
|
|
|
|
|
|
|
|
|
|
|
LIBERTY OILFIELD SERVICES INC.
/s/ Christopher A. Wright
|
Date:
|
March 23, 2018
|
By:
|
|
Christopher A. Wright
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Christopher A. Wright
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 23, 2018
|
Christopher A. Wright
|
|
|
|
|
|
|
|
|
|
/s/ Michael Stock
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
March 23, 2018
|
Michael Stock
|
|
|
|
|
|
|
|
|
|
/s/ Ryan T. Gosney
|
|
Chief Accounting Officer
|
|
March 23, 2018
|
Ryan T. Gosney
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Cary D. Steinbeck
|
|
Director
|
|
March 23, 2018
|
Cary D. Steinbeck
|
|
|
|
|
|
|
|
|
|
/s/ N. John Lancaster, Jr.
|
|
Director
|
|
March 23, 2018
|
N. John Lancaster, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Brett Staffieri
|
|
Director
|
|
March 23, 2018
|
Brett Staffieri
|
|
|
|
|
|
|
|
|
|
/s/ William F. Kimble
|
|
Director
|
|
March 23, 2018
|
William F. Kimble
|
|
|
|
|
|
|
|
|
|
/s/ Peter A. Dea
|
|
Director
|
|
March 23, 2018
|
Peter A. Dea
|
|
|
|
|
|
|
|
|
|
/s/ Ken Babcock
|
|
Director
|
|
March 23, 2018
|
Ken Babcock
|
|
|
|
|
|
|
|
|
|
/s/ Jesal Shah
|
|
Director
|
|
March 23, 2018
|
Jesal Shah
|
|
|
|
|
Liberty Oilfield Services Inc.
|
|
Liberty Oilfield Services LLC, Predecessor
|
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities and Stockholder’s Equity
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
Common stock, par value $0.01 per share, 1,000 shares authorized, issued and outstanding
|
$
|
10
|
|
|
$
|
10
|
|
Contribution receivable from parent
|
(10
|
)
|
|
(10
|
)
|
||
Total liabilities and stockholder’s equity
|
$
|
—
|
|
|
$
|
—
|
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,321
|
|
|
$
|
11,484
|
|
Accounts receivable—trade, net of allowance for uncollectible accounts of $0 and $497, respectively
|
195,961
|
|
|
94,749
|
|
||
Accounts receivable—related party
|
3,984
|
|
|
5,017
|
|
||
Unbilled revenue
|
58,784
|
|
|
26,307
|
|
||
Unbilled revenue—related party
|
59
|
|
|
2,487
|
|
||
Inventories
|
55,524
|
|
|
28,144
|
|
||
Prepaids and other current assets
|
21,396
|
|
|
5,903
|
|
||
Total current assets
|
352,029
|
|
|
174,091
|
|
||
Property and equipment, net
|
494,776
|
|
|
277,355
|
|
||
Other assets
|
5,298
|
|
|
399
|
|
||
Total assets
|
$
|
852,103
|
|
|
$
|
451,845
|
|
Liabilities and Member Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
66,846
|
|
|
$
|
42,862
|
|
Accrued liabilities:
|
|
|
|
||||
Accrued vendor invoices
|
78,646
|
|
|
50,796
|
|
||
Operational accruals
|
32,208
|
|
|
17,392
|
|
||
Accrued salaries and benefits
|
24,990
|
|
|
3,893
|
|
||
Deferred revenue
|
9,231
|
|
|
—
|
|
||
Accrued interest and other
|
6,573
|
|
|
3,550
|
|
||
Accrued liabilities—related party
|
2,000
|
|
|
456
|
|
||
Current portion of capital lease obligations
|
—
|
|
|
119
|
|
||
Current portion of long-term debt, net of discount of $1,739 and $273, respectively
|
11
|
|
|
12,727
|
|
||
Total current liabilities
|
220,505
|
|
|
131,795
|
|
||
Long-term debt, net of discount of $6,466 and $922, respectively, less current portion
|
196,346
|
|
|
91,078
|
|
||
Total liabilities
|
416,851
|
|
|
222,873
|
|
||
Commitments & contingencies (Note 14)
|
|
|
|
||||
Redeemable common units
|
42,486
|
|
|
—
|
|
||
Member equity
|
392,766
|
|
|
228,972
|
|
||
Total liabilities and member equity
|
$
|
852,103
|
|
|
$
|
451,845
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,465,133
|
|
|
$
|
356,890
|
|
|
$
|
384,330
|
|
Revenue—related parties
|
24,722
|
|
|
17,883
|
|
|
71,074
|
|
|||
Total revenue
|
1,489,855
|
|
|
374,773
|
|
|
455,404
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of services (exclusive of depreciation and amortization shown separately below)
|
1,147,008
|
|
|
354,729
|
|
|
393,340
|
|
|||
General and administrative
|
80,089
|
|
|
35,789
|
|
|
28,765
|
|
|||
Depreciation and amortization
|
81,473
|
|
|
41,362
|
|
|
36,436
|
|
|||
Loss (gain) on disposal of assets
|
148
|
|
|
(2,673
|
)
|
|
423
|
|
|||
Total operating costs and expenses
|
1,308,718
|
|
|
429,207
|
|
|
458,964
|
|
|||
Operating income (loss)
|
181,137
|
|
|
(54,434
|
)
|
|
(3,560
|
)
|
|||
Other expense:
|
|
|
|
|
|
||||||
Interest expense
|
(11,875
|
)
|
|
(6,126
|
)
|
|
(5,501
|
)
|
|||
Interest expense—related party
|
(761
|
)
|
|
—
|
|
|
—
|
|
|||
Total interest expense
|
(12,636
|
)
|
|
(6,126
|
)
|
|
(5,501
|
)
|
|||
Net income (loss)
|
$
|
168,501
|
|
|
$
|
(60,560
|
)
|
|
$
|
(9,061
|
)
|
|
Member Equity
|
||
Balance—January 1, 2015
|
143,112
|
|
|
Net loss
|
(9,061
|
)
|
|
Balance—December 31, 2015
|
$
|
134,051
|
|
Member contributions
|
155,481
|
|
|
Net loss
|
(60,560
|
)
|
|
Balance—December 31, 2016
|
228,972
|
|
|
Return on redeemable common units
|
(4,707
|
)
|
|
Net income
|
168,501
|
|
|
Balance—December 31, 2017
|
$
|
392,766
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
168,501
|
|
|
$
|
(60,560
|
)
|
|
$
|
(9,061
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
81,473
|
|
|
41,362
|
|
|
36,436
|
|
|||
Loss (gain) on disposal of assets
|
148
|
|
|
(2,673
|
)
|
|
423
|
|
|||
Bad debt provision
|
|
|
|
|
6,424
|
|
|||||
Amortization of debt issuance costs
|
2,311
|
|
|
630
|
|
|
514
|
|
|||
Inventory reserve
|
259
|
|
|
—
|
|
|
5,508
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(101,212
|
)
|
|
(14,716
|
)
|
|
(16,848
|
)
|
|||
Accounts receivable—related party
|
1,032
|
|
|
(1,762
|
)
|
|
22,734
|
|
|||
Unbilled revenue
|
(32,477
|
)
|
|
(26,307
|
)
|
|
5,714
|
|
|||
Unbilled revenue—related party
|
2,428
|
|
|
(180
|
)
|
|
(2,307
|
)
|
|||
Inventories
|
(27,639
|
)
|
|
(11,687
|
)
|
|
3,729
|
|
|||
Prepaids and other current assets
|
(12,611
|
)
|
|
(3,388
|
)
|
|
(109
|
)
|
|||
Accounts payable and accrued liabilities
|
111,352
|
|
|
38,563
|
|
|
(47,028
|
)
|
|||
Accounts payable and accrued liabilities—related party
|
1,544
|
|
|
10
|
|
|
(10
|
)
|
|||
Net cash provided by (used in) operating activities
|
195,109
|
|
|
(40,708
|
)
|
|
6,119
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(311,794
|
)
|
|
(102,428
|
)
|
|
(38,492
|
)
|
|||
Proceeds from disposal of assets
|
1,751
|
|
|
6,077
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(310,043
|
)
|
|
(96,351
|
)
|
|
(38,492
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings on term loan, net of discount
|
171,500
|
|
|
—
|
|
|
40,000
|
|
|||
Repayments of borrowings on term loan
|
(57,438
|
)
|
|
(49,000
|
)
|
|
(12,000
|
)
|
|||
Proceeds from borrowings on line-of-credit
|
140,559
|
|
|
84,700
|
|
|
40,000
|
|
|||
Repayments of borrowings on line-of-credit
|
(158,559
|
)
|
|
(36,700
|
)
|
|
(40,000
|
)
|
|||
Proceeds from related party bridge loans
|
60,000
|
|
|
—
|
|
|
—
|
|
|||
Payments on capital lease obligations
|
(119
|
)
|
|
(5,525
|
)
|
|
(6,465
|
)
|
|||
Payments of debt issuance costs
|
(9,036
|
)
|
|
(413
|
)
|
|
(50
|
)
|
|||
Proceeds from issuance of redeemable common units
|
39,794
|
|
|
—
|
|
|
—
|
|
|||
Payments for redemption of redeemable common units
|
(62,739
|
)
|
|
—
|
|
|
—
|
|
|||
Member contributions
|
—
|
|
|
155,481
|
|
|
—
|
|
|||
Payment of deferred equity offering costs
|
(4,191
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
119,771
|
|
|
148,543
|
|
|
21,485
|
|
|||
Net increase in cash and cash equivalents
|
4,837
|
|
|
11,484
|
|
|
(10,888
|
)
|
|||
Cash and cash equivalents—beginning of period
|
11,484
|
|
|
—
|
|
|
10,888
|
|
|||
Cash and cash equivalents—end of period
|
$
|
16,321
|
|
|
$
|
11,484
|
|
|
$
|
—
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
9,766
|
|
|
$
|
4,725
|
|
|
$
|
5,026
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable and accrued liabilities
|
$
|
18,687
|
|
|
$
|
29,688
|
|
|
$
|
2,000
|
|
Related party bridge loans exchanged for Redeemable Class 2 Common Units
|
$
|
60,679
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Estimated
useful lives
(in years)
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
|||||
|
|
|
|
|
|
||||
Land
|
N/A
|
|
$
|
4,495
|
|
|
$
|
450
|
|
Field services equipment
|
2-7
|
|
572,096
|
|
|
269,346
|
|
||
Vehicles
|
4-7
|
|
60,815
|
|
|
47,492
|
|
||
Buildings and facilities
|
5-30
|
|
24,260
|
|
|
8,010
|
|
||
Office equipment, furniture, and software
|
2-7
|
|
5,879
|
|
|
4,639
|
|
||
|
|
|
667,545
|
|
|
329,937
|
|
||
Less accumulated depreciation and amortization
|
|
|
(198,453
|
)
|
|
(117,779
|
)
|
||
|
|
|
469,092
|
|
|
212,158
|
|
||
Construction in-progress
|
N/A
|
|
25,684
|
|
|
65,197
|
|
||
|
|
|
$
|
494,776
|
|
|
$
|
277,355
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Term Loan Outstanding
|
$
|
174,562
|
|
|
$
|
57,000
|
|
Revolving Line of Credit
|
30,000
|
|
|
48,000
|
|
||
Deferred financing costs and original issue discount
|
(8,205
|
)
|
|
(1,195
|
)
|
||
Total debt, net of deferred financing costs and original issue discount
|
$
|
196,357
|
|
|
$
|
103,805
|
|
Current portion of long-term debt, net of discount
|
$
|
11
|
|
|
$
|
12,727
|
|
Long-term debt, net of discount and current portion
|
196,346
|
|
|
91,078
|
|
||
|
$
|
196,357
|
|
|
$
|
103,805
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Field services equipment
|
$
|
—
|
|
|
$
|
5,190
|
|
Less accumulated depreciation
|
—
|
|
|
(2,524
|
)
|
||
|
$
|
—
|
|
|
$
|
2,666
|
|
•
|
Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities.
|
•
|
Level 2 Inputs: Inputs other than quoted prices that are directly or indirectly observable.
|
•
|
Level 3 Inputs: Unobservable inputs that are significant to the fair value of assets or liabilities.
|
•
|
The carrying values of cash and cash equivalents, accounts receivable and accounts payable (including accrued liabilities) approximated fair value at
December 31, 2017
and
2016
, due to their short-term nature.
|
•
|
The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value at
December 31, 2017
and
2016
, as the effective interest rates approximated market rates.
|
|
2017
|
|
2016
|
||||
Allowance for doubtful accounts, beginning of year
|
$
|
497
|
|
|
$
|
6,921
|
|
Bad debt expense:
|
|
|
|
||||
Provision for doubtful accounts
|
—
|
|
|
—
|
|
||
Write off of uncollectible accounts against reserve
|
(497
|
)
|
|
(6,424
|
)
|
||
Allowance for doubtful accounts, end of year
|
$
|
—
|
|
|
$
|
497
|
|
|
Year Ended December 31, 2017
|
||||||||||
Selected Financial Data:
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Revenue
|
249,218
|
|
|
334,740
|
|
|
436,333
|
|
|
444,842
|
|
Revenue—related parties
|
3,176
|
|
|
11,985
|
|
|
5,520
|
|
|
4,041
|
|
Total revenue
|
252,394
|
|
|
346,725
|
|
|
441,853
|
|
|
448,883
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||
Cost of services (exclusive of depreciation and amortization shown separately below)
|
211,633
|
|
|
267,626
|
|
|
328,434
|
|
|
339,315
|
|
General and administrative
|
17,084
|
|
|
20,022
|
|
|
22,245
|
|
|
20,738
|
|
Depreciation and amortization
|
14,146
|
|
|
17,521
|
|
|
24,164
|
|
|
25,642
|
|
Loss (gain) on disposal of assets
|
(43
|
)
|
|
10
|
|
|
21
|
|
|
160
|
|
Total operating costs and expenses
|
242,820
|
|
|
305,179
|
|
|
374,864
|
|
|
385,855
|
|
Operating income
|
9,574
|
|
|
41,546
|
|
|
66,989
|
|
|
63,028
|
|
Other expense:
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
(1,452
|
)
|
|
(1,750
|
)
|
|
(3,326
|
)
|
|
(5,347
|
)
|
Interest expense—related party
|
—
|
|
|
(761
|
)
|
|
—
|
|
|
—
|
|
Total interest expense
|
(1,452
|
)
|
|
(2,511
|
)
|
|
(3,326
|
)
|
|
(5,347
|
)
|
Net income
|
8,122
|
|
|
39,035
|
|
|
63,663
|
|
|
57,681
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
Selected Financial Data:
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
50,358
|
|
|
$
|
55,425
|
|
|
$
|
100,359
|
|
|
$
|
150,748
|
|
Revenue—related parties
|
7,837
|
|
|
3,723
|
|
|
1,400
|
|
|
4,923
|
|
||||
Total revenue
|
58,195
|
|
|
59,148
|
|
|
101,759
|
|
|
155,671
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of services (exclusive of depreciation and amortization shown separately below)
|
64,117
|
|
|
59,714
|
|
|
94,325
|
|
|
136,573
|
|
||||
General and administrative
|
4,685
|
|
|
4,967
|
|
|
12,729
|
|
|
13,408
|
|
||||
Depreciation and amortization
|
9,584
|
|
|
9,753
|
|
|
10,864
|
|
|
11,161
|
|
||||
Loss (gain) on disposal of assets
|
—
|
|
|
15
|
|
|
(42
|
)
|
|
(2,646
|
)
|
||||
Total operating costs and expenses
|
78,386
|
|
|
74,449
|
|
|
117,876
|
|
|
158,496
|
|
||||
Operating loss
|
(20,191
|
)
|
|
(15,301
|
)
|
|
(16,117
|
)
|
|
(2,825
|
)
|
||||
Other expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(1,657
|
)
|
|
(1,487
|
)
|
|
(1,388
|
)
|
|
(1,594
|
)
|
||||
Interest expense—related party
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Total interest expense
|
(1,657
|
)
|
|
(1,487
|
)
|
|
(1,388
|
)
|
|
(1,594
|
)
|
||||
Net loss
|
$
|
(21,848
|
)
|
|
$
|
(16,788
|
)
|
|
$
|
(17,505
|
)
|
|
$
|
(4,419
|
)
|
ORIGINAL PARENT:
|
LIBERTY OILFIELD SERVICES HOLDINGS LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
BORROWERS:
|
LIBERTY OILFIELD SERVICES LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer
LOS ACQUISITION CO I LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
JOINDER PARTIES:
|
LIBERTY OILFIELD SERVICES INC.
,
a Delaware corporation By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer
LIBERTY OILFIELD SERVICES NEW HOLDCO LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
AGENT AND LENDERS:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
, a national banking association, as Agent and as a Lender
By: /s/ Ryan C. Tozier Name: Ryan C. Tozier_________________________ Its: Vice President_____________________________ |
|
JPMORGAN CHASE BANK, N.A.
, as a Lender
By: /s/ Candice Brooks Name: Candice Brooks Title: Authorized Officer |
|
CITIBANK, N.A.
, as a Lender
By: /s/ Jeff Royston Name: Jeff Royston Title: SVP |
|
GOLDMAN SACHS BANK USA
, as a Lender
By: /s/ Chris Lam Name: Chris Lam Title: Authorized Signatory |
|
MORGAN STANLEY BANK, N.A.
, as a Lender
By: /s/ Jack Kuhns Name: Jack Kuhns Title: Authorized Signatory |
PARENT:
|
LIBERTY OILFIELD SERVICES INC.
,
a Delaware corporation By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer
LIBERTY OILFIELD SERVICES NEW HOLDCO LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
BORROWERS:
|
LIBERTY OILFIELD SERVICES LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer
LOS ACQUISITION CO I LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
JOINDER PARTY:
|
R/C IV NON-U.S. LOS CORP
,
a Delaware corporation By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
AGENT AND LENDERS:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
, a national banking association, as Agent and as a Lender
By: /s/ Ryan C. Tozier Name: Ryan C. Tozier_______________________ Its: Vice President ___________________________ |
|
JPMORGAN CHASE BANK, N.A.
, as a Lender
By: /s/ Arina Mavilian Name: Arina Mavilian Title: Authorized Signatory |
|
GOLDMAN SACHS BANK USA
, as a Lender
By: /s/ Chris Lam Name: Chris Lam Title: Authorized Signatory |
|
MORGAN STANLEY BANK, N.A.
, as a Lender
By: /s/ Jake Dowden Name: Jake Dowden Title: Authorized Signatory |
TITAN FRAC SERVICES LLC
, a Delaware limited liability company
By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
LOS CIBOLO RE INVESTMENTS, LLC
, a Texas limited liability company
By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
LOS ODESSA RE INVESTMENTS, LLC
, a Texas limited liability company
By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
ORIGINAL PARENT GUARANTOR:
|
LIBERTY OILFIELD SERVICES HOLDINGS LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
BORROWERS:
|
LIBERTY OILFIELD SERVICES LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer
LOS ACQUISITION CO I LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
JOINDER PARTIES:
|
LIBERTY OILFIELD SERVICES INC.
,
a Delaware corporation By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer
LIBERTY OILFIELD SERVICES NEW HOLDCO LLC
,
a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
LENDERS:
|
MSD CREDIT OPPORTUNITY MASTER FUND, L.P.
,
|
|
|
a Delaware limited liability partnership
|
|
|
|
|
|
|
|
|
By:
|
/s/ Marcello Liguori
|
|
Name:
|
Marcello Liguori
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
REDWOOD MASTER FUND, LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ruben Kliksberg
|
|
Name:
|
Ruben Kliksberg
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
REDWOOD OPPORTUNITY MASTER FUND, LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ruben Kliksberg
|
|
Name:
|
Ruben Kliksberg
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
CORBIN OPPORTUNITY FUND, L.P.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Daniel Friedman
|
|
Name:
|
Daniel Friedman
|
|
Title:
|
General Counsel
|
|
|
|
|
|
|
PONTUS HOLDINGS, LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Russell Bryant
|
|
Name:
|
Russell Bryant
|
|
Title:
|
Chief Financial Officer
Quadrant Capital Advisors, Inc.
Investment Advisor to Pontus Holdings Ltd.
|
|
CM FINANCE SPV LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christopher Jansen
|
|
Name:
|
Christopher Jansen
|
|
Title:
|
Authorized Signatory
|
|
AG ENERGY FUNDING, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Todd Dittmann
|
|
Name:
|
Todd Dittmann
|
|
Title:
|
Authorized Person
|
|
OWL ROCK CAPITAL CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Alan Kirshenbaum
|
|
Name:
|
Alan Kirshenbaum
|
|
Title:
|
Chief Financial Officer
|
|
OWL ROCK CAPITAL CORPORATION II
|
|
|
|
|
|
|
|
|
By:
|
/s/ Alan Kirshenbaum
|
|
Name:
|
Alan Kirshenbaum
|
|
Title:
|
Chief Financial Officer
|
AGENT:
|
U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Donald T. Hurrelbrink
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Name:
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Donald T. Hurrelbrink
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Title:
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Vice President
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BORROWERS:
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LIBERTY OILFIELD SERVICES LLC
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a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer
LOS ACQUISITION CO I LLC
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a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
PARENT GUARANTOR:
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LIBERTY OILFIELD SERVICES INC.
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a Delaware corporation By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer
LIBERTY OILFIELD SERVICES NEW HOLDCO LLC
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a Delaware limited liability company By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
JOINDER PARTY:
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R/C IV NON-U.S. LOS CORP
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a Delaware corporation By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
LENDERS:
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MSD CREDIT OPPORTUNITY MASTER FUND, L.P.
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a Delaware limited liability partnership
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By:
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/s/ Marcello Liguori
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Name:
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Marcello Liguori
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Title:
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Managing Director
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REDWOOD MASTER FUND, LTD.
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By:
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/s/ Ruben Kliksberg
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Name:
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Ruben Kliksberg
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Title:
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Authorized Signatory
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REDWOOD OPPORTUNITY MASTER FUND, LTD.
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By:
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/s/ Ruben Kliksberg
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Name:
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Ruben Kliksberg
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Title:
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Authorized Signatory
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CORBIN OPPORTUNITY FUND, L.P.
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By: Corbin Capital Partners, L.P., its investment manager
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By:
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/s/ Daniel Friedman
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Name:
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Daniel Friedman
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Title:
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General Counsel
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PONTUS HOLDINGS, LTD.
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By:
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/s/ Russell Bryant
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Name:
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Russell Bryant
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Title:
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Chief Financial Officer
Quadrant Capital Advisors, Inc.
Investment Advisor to Pontus Holdings Ltd.
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CM FINANCE SPV LLC
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By: CM Investment Partners, LLC, as Collateral Manager
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By:
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/s/ Rocco DelGuercio
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Name:
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Rocco DelGuercio
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Title:
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TCFO
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AG ENERGY FUNDING, LLC
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By:
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/s/ Todd Dittmann
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Name:
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Todd Dittmann
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Title:
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Authorized Signatory
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OWL ROCK CAPITAL CORPORATION
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By:
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/s/ Alan Kirshenbaum
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Name:
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Alan Kirshenbaum
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Title:
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Chief Financial Officer
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OWL ROCK CAPITAL CORPORATION II
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By:
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/s/ Alan Kirshenbaum
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Name:
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Alan Kirshenbaum
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Title:
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Chief Financial Officer
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AGENT:
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U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Donald T. Hurrelbrink
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Name:
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Donald T. Hurrelbrink
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Title:
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Vice President
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TITAN FRAC SERVICES LLC
, a Delaware limited liability company
By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
LOS CIBOLO RE INVESTMENTS, LLC
, a Texas limited liability company
By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
LOS ODESSA RE INVESTMENTS, LLC
, a Texas limited liability company
By: /s/ Michael Stock Name: Michael Stock Title: Chief Financial Officer |
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Entity
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State of Formation
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R/C IV Non-U.S. LOS Corp
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Delaware
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Liberty Oilfield Services New HoldCo LLC
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Delaware
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Liberty Oilfield Services LLC
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Delaware
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LOS Acquisition CO I LLC (1)
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Delaware
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Titan Frac Services LLC (2)
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Delaware
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LOS Cibolo RE Investments, LLC
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Texas
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LOS Odessa RE Investments, LLC
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Texas
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