UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On April 29, 2022, Liberty Energy Inc. (the “Company”), Liberty Oilfield Services New HoldCo LLC, Schlumberger Technology Corporation (the “Selling Stockholder”), BofA Securities, Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Stockholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, an aggregate of 14,500,000 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Company (the “Offering”). The Offering closed on May 3, 2022. The Company will not receive any proceeds from the sale of shares of Class A Common Stock in the Offering. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder and other customary obligations of the parties.
The Offering was made pursuant to the Company’s automatically effective “shelf” registration statement on Form S-3 (File No. 333-264559) filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2022, as supplemented by a preliminary prospectus supplement filed with the Commission on April 29, 2022 and a final prospectus supplement filed with the Commission on May 2, 2022, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
| Item 8.01. | Other Events. |
On April 29, 2022, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.
On April 29, 2022, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY ENERGY INC. | ||||||
| Date: May 3, 2022 | ||||||
| By: | /s/ R. Sean Elliott | |||||
| Name: | R. Sean Elliott | |||||
| Title: | Vice President, General Counsel and Corporate Secretary | |||||