Attn: FTS International, Inc.; ProFrac Holdings, LLC; ProFrac Acquisitions, Inc. Re: Amendment No. 1 to Merger AgreementOriginal Merger Agreement • March 1st, 2022 • FTS International, Inc. • Oil & gas field services, nec
Reference is made to (i) the Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of October 21, 2021, among FTS International, Inc., a Delaware corporation (the “Company”), ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), which provides, among other things, for the Merger of Merger Sub with and into the Company, with the Company surviving as a subsidiary of Parent (the “Merger”) and (ii) proposed Amendment No. 1 to Agreement and Plan of Merger, dated as of March 1, 2022, among the Company, Parent and Merger Sub (the “First Amendment”) which would amend the Original Merger Agreement to provide, among other things, for the shares of Class A common stock, par value $0.01, and Class B Common Stock, par value $0.01 (together, the “Shares”), of the Company held by THRC Holdings, LP (“THRC”) to remain outstanding following the effective time of
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 1st, 2022 • FTS International, Inc. • Oil & gas field services, nec
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of March 1, 2022 (this “Amendment”), is entered into by and among FTS International, Inc., a Delaware corporation (the “Company”), ProFrac Holdings, LLC, a Texas limited liability company (“Parent”), and ProFrac Acquisitions, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). The Company, Parent and Merger Sub are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
