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