0000899243-22-019116.txt : 20220520 0000899243-22-019116.hdr.sgml : 20220520 20220520183455 ACCESSION NUMBER: 0000899243-22-019116 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220517 FILED AS OF DATE: 20220520 DATE AS OF CHANGE: 20220520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProFrac Holding Corp. CENTRAL INDEX KEY: 0001881487 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22949139 BUSINESS ADDRESS: STREET 1: 333 SHOPS BOULEVARD STREET 2: SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 BUSINESS PHONE: 254-776-3722 MAIL ADDRESS: STREET 1: 333 SHOPS BOULEVARD STREET 2: SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ProFrac Holdings, LLC CENTRAL INDEX KEY: 0001911179 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 22949138 BUSINESS ADDRESS: STREET 1: 333 SHOPS BLVD., SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 BUSINESS PHONE: 817 850 3600 MAIL ADDRESS: STREET 1: 333 SHOPS BLVD., SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 900023731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8846 N. SAM HOUSTON PARKWAY W. CITY: HOUSTON STATE: TX ZIP: 77064 BUSINESS PHONE: 7138499911 MAIL ADDRESS: STREET 1: 8846 N. SAM HOUSTON PARKWAY W. CITY: HOUSTON STATE: TX ZIP: 77064 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-05-17 0 0000928054 FLOTEK INDUSTRIES INC/CN/ FTK 0001881487 ProFrac Holding Corp. 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 0001911179 ProFrac Holdings, LLC 333 SHOPS BLVD., SUITE 301 WILLOW PARK TX 76087 0 0 1 0 10% Convertible PIK Notes 1.0881 2022-05-17 4 P 0 50000000 A 2022-05-17 2023-05-17 Common Stock 45950604 50000000 I By ProFrac Holdings, LLC ProFrac Holdings, LLC, a Texas limited liability company ("ProFrac Holdings"), directly holds the securities of the Issuer. ProFrac Holding Corp., a Delaware corporation, as the sole managing member of ProFrac Holdings, has exclusive voting and investment control over the securities of the Issuer held by ProFrac Holdings, and therefore may be deemed to beneficially own such securities. Each Reporting Person disclaims beneficial ownership of all securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4. Reflects the acquisition by ProFrac Holdings from the Issuer of $50,000,000 in principal amount of 10% Convertible PIK Notes of the Issuer (the "Notes") in connection with the closing of a Securities Purchase Agreement dated as of February 16, 2022 (the "Securities Purchase Agreement"). Subject to earlier conversion in accordance with their terms, the entire outstanding and unpaid principal balance of the Notes, plus any accrued and unpaid interest thereon, will become due and payable on May 17, 2023 (the "Maturity Date") in a number of shares of the Issuer's Common Stock, par value $0.0001 per share ("Common Stock"), equal to the quotient obtained by dividing (a) the amount of such outstanding principal and accrued and unpaid interest through the date immediately prior to the Maturity Date, by (b) the lesser of (i) $1.088125 (the "Conversion Price") and (ii) $0.8705, in each case, subject to certain anti-dilution adjustments in accordance with their terms. Subject to the terms and conditions of the Notes, all or any portion of the outstanding principal and accrued and unpaid interest owing under the Notes may be converted at the election of ProFrac Holdings at any time into a number of shares of Common Stock equal to the quotient obtained by dividing (a) the amount of such outstanding aggregate principal amount plus accrued and unpaid interest through the date immediately prior to the date of conversion, by (b) the Conversion Price. This number represents the number of shares of Common Stock issuable upon conversion of the Notes if ProFrac Holdings elects to convert the Notes based on the aggregate principal amount of the Notes identified in footnote 3 above, not including the conversion of any accrued but unpaid interest on any Notes, and the Conversion Price applicable to the Notes (as described in footnote 5 above). Pursuant to the Securities Purchase Agreement, the Notes were issued to ProFrac Holdings in consideration of the execution and delivery by ProFrac Services, LLC, an indirect subsidiary of ProFrac Holdings ("ProFrac Services"), of an amendment to that certain Chemical Supply Agreement by and between ProFrac Services and Flotek Chemistry, LLC, the Issuer's wholly-owned subsidiary, dated as of February 2, 2022. ProFrac Holding Corp., By: /s/ Robert J. Willette, Chief Legal Officer 2022-05-20 ProFrac Holdings, LLC, By: /s/ Robert J. Willette, Chief Legal Officer 2022-05-20