UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FTS International, Inc.
(Name of Issuer)
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
(Title of Class of Securities)
30283W302
(CUSIP Number)
(CUSIP Number)
November 19, 2020
(Date of Event which Requires Filing of this Statement)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
ý | Rule 13d-1(c) |
o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 6 Pages
CUSIP NO. 30283W302 | Page 2 of 6 Pages | |
(1) | NAMES OF REPORTING PERSONS Chesapeake Energy Corporation | ||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) ý | ||
(3) | SEC USE ONLY | ||
(4) | CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER 0 | |
(6) | SHARED VOTING POWER 1,351,514 (including 1,089,176 Shares issuable upon exercise of Warrants)* | ||
(7) | SOLE DISPOSITIVE POWER 0 | ||
(8) | SHARED DISPOSITIVE POWER 1,351,514 (including 1,089,176 Shares issuable upon exercise of Warrants)* | ||
(9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,514 (including 1,089,176 Shares issuable upon exercise of Warrants)* | ||
(10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
(11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.65%** | ||
(12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC | ||
(*) | See Item 4 of this Schedule 13G. |
(**) | Calculated based on 13,999,926 Shares outstanding as of November 19, 2020, as reported by the Issuer in its Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 19, 2020. |
CUSIP NO. 30283W302 | Page 3 of 6 Pages | |
(1) | NAMES OF REPORTING PERSONS CHK Energy Holdings, Inc. | ||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) ý | ||
(3) | SEC USE ONLY | ||
(4) | CITIZENSHIP OR PLACE OF ORGANIZATION Texas | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (5) | SOLE VOTING POWER 0 | |
(6) | SHARED VOTING POWER 1,351,514 (including 1,089,176 Shares issuable upon exercise of Warrants)* | ||
(7) | SOLE DISPOSITIVE POWER 0 | ||
(8) | SHARED DISPOSITIVE POWER 1,351,514 (including 1,089,176 Shares issuable upon exercise of Warrants)* | ||
(9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,514 (including 1,089,176 Shares issuable upon exercise of Warrants)* | ||
(10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o | ||
(11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.65%** | ||
(12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | ||
(*) | See Item 4 of this Schedule 13G. |
(**) | Calculated based on 13,999,926 Shares outstanding as of November 19, 2020, as reported by the Issuer in its Form 8-K filed with the Commission on November 19, 2020. |
CUSIP NO. 30283W302 | Page 4 of 6 Pages | |
Item 1(a). | Name of Issuer: |
FTS International, Inc. (“Issuer”)
Item 1(b). | Address of the Issuer’s Principal Executive Offices: |
777 Main Street
Fort Worth, Texas 76102
Fort Worth, Texas 76102
Item 2(a). | Name of Person Filing: |
This Schedule 13G is jointly filed on behalf of the following persons (the “Reporting Persons”):
(i) | Chesapeake Energy Corporation (“Chesapeake”); and |
(ii) | CHK Energy Holdings, Inc. (“Chesapeake Holdings”). |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of Chesapeake and Chesapeake Holdings is 6100 North Western Avenue, Oklahoma City, Oklahoma 73118.
Item 2(c). | Citizenship: |
(i) | Chesapeake: Oklahoma |
(ii) | Chesapeake Holdings: Texas |
Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.01 per share (“Shares”)
Item 2(e). | CUSIP Number: |
30283W302
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
This Item 3 is not applicable.
Item 4. | Ownership. |
Item 4(a). | Amount Beneficially Owned: |
On September 22, 2020, the Issuer and certain of its affiliated companies (together with the Issuer, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).
On November 4, 2020, the Bankruptcy Court entered an order approving and confirming the Debtors’ Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as the same may have been modified, supplemented, and amended, and including all supplements and exhibits
CUSIP NO. 30283W302 | Page 5 of 6 Pages | |
thereto, the “Confirmed Plan”). The Confirmed Plan became effective on November 19, 2020 (the “Effective Date”), at which time all Shares outstanding prior to such time were cancelled (including the 21,998,789 Shares previously held by the Reporting Persons), and the Issuer issued to the Reporting Persons 262,338 Shares and warrants to purchase an additional 1,089,176 Shares issuable upon the exercise of the warrants (the “Warrants”).
Chesapeake Holdings is a direct beneficial owner of 1,351,514 Shares (including 1,089,176 Shares issuable upon exercise of Warrants). Chesapeake Holdings is a direct wholly owned subsidiary of Chesapeake. Accordingly, Chesapeake may be deemed to be an indirect beneficial owner of the 1,351,514 Shares beneficially owned directly by Chesapeake Holdings. Chesapeake disclaims beneficial ownership of all such shares.
Item 4(b). | Percent of Class: |
9.65%, which is calculated based on 13,999,926 Shares outstanding as of November 19, 2020, as reported by the Issuer in its Form 8-K filed with the Commission on November 19, 2020.
Item 4(c). | Number of shares as to which the person has: |
With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership. The following information is the same for each Reporting Person:
(i) | Sole power to vote or direct the vote: 0 |
(ii) | Shared power to vote or direct the vote: 1,351,514 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 1,351,514 |
Item 5. | Ownership of Five Percent or Less of a Class. |
This Item 5 is not applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
This Item 6 is not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
This Item 7 is not applicable.
Item 8. | Identification and Classification of Members of the Group. |
This Item 8 is not applicable.
CUSIP NO. 30283W302 | Page 6 of 6 Pages | |
Item 9. | Notice of Dissolution of Group |
This Item 9 is not applicable.
Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 24, 2020 | Chesapeake Energy Corporation | ||
By: | /s/ James R. Webb | ||
Name: | James R. Webb | ||
Title: | Executive Vice President – General Counsel and Corporate Secretary | ||
Date: November 24, 2020 | CHK Energy Holdings, Inc. | ||
By: | /s/ James R. Webb | ||
Name: | James R. Webb | ||
Title: | Executive Vice President – General Counsel and Corporate Secretary | ||