UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
As reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission by Liberty Oilfield Services Inc., a Delaware corporation (the “Company”), on January 4, 2021 (the “Original Liberty Form 8-K”), on December 31, 2020, the Company, Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company, the managing member of which is the Company (“US Buyer”), and LOS Canada Operations Inc., a British Columbia corporation, and indirect, wholly-owned subsidiary of US Buyer (“Canadian Buyer”), completed the previously announced transactions contemplated by that certain Master Transaction Agreement, dated as of August 31, 2020, by and among the Company, US Buyer, Canadian Buyer, Schlumberger Technology Corporation, a Texas corporation (“Schlumberger US”), and Schlumberger Canada Limited, a corporation organized pursuant to the laws of the Province of Alberta (together with Schlumberger US, the “Schlumberger Parties”), pursuant to which US Buyer and Canadian Buyer acquired the Schlumberger Parties’ onshore hydraulic fracturing business (“OneStim”) in the United States and Canada, including its pressure pumping, pumpdown perforating, and Permian frac sand businesses (the “OneStim Acquisition”).
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Liberty Form 8-K to provide the following:
| • | the unaudited and audited combined financial statements of OneStim (for the periods described in Item 9.01(a) below), the notes related thereto and the Report of Independent Auditors, as applicable; and |
| • | the unaudited pro forma condensed combined financial information described in Item 9.01(b) below. |
No other modifications to the Original Liberty Form 8-K are being made by this Amendment. This Amendment should be read in connection with the Original Liberty Form 8-K, which provides a more complete description of the OneStim Acquisition.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
| • | Unaudited combined financials statements of OneStim as of and for the nine months ended September 30, 2020 and September 30, 2019 and the related notes to the combined financial statements, attached hereto as Exhibit 99.1; and |
| • | Audited combined financial statements of OneStim as of and for the years ended December 31, 2019 and December 31, 2018 and the related notes to the combined financial statements, attached hereto as Exhibit 99.2. |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the OneStim Acquisition, attached as Exhibit 99.3 hereto:
| • | Unaudited Pro Forma Condensed Combined Balance Sheet and Statements of Operations as of and for the nine months ended September 30, 2020 and for the year ended December 31, 2019; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 99.1 | Historical Unaudited Combined Financial Statements of OneStim for the Nine Months Ended September 30, 2020 and September 30, 2019 | |
| 99.2 | Historical Audited Combined Financial Statements of OneStim for the Years Ended December 31, 2019 and December 31, 2018 | |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | ||||||
| /s/ Michael Stock | ||||||
| Date: February 5, 2021 |
By: | Michael Stock | ||||
| Chief Financial Officer (Principal Financial Officer) | ||||||
| /s/ Ryan T. Gosney | ||||||
| Date: February 5, 2021 |
By: | Ryan T. Gosney | ||||
| Chief Accounting Officer (Principal Accounting Officer) | ||||||