PROFRAC COMPLETES ACQUISITION OF FTS INTERNATIONAL, ITS RELATED FINANCING OPERATIONS AND APPOINTS NEW CFO

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Implemented the “Acquire, Retire, Replace”™ strategy while improving scale with key customers in new basins and leveraging the vertically integrated platform

WILLOW PARK, TX, March 4, 2022 /PRNewswire/ — ProFrac Holdings, LLC (“ProFrac”), a leading oilfield services company, today announced the completion of its acquisition of FTS International, Inc. (“FTSI”), its related refinancing transactions and the appointment of a new financial director.

Commenting on the acquisition, Ladd WilksCEO of ProFrac, said, “We are delighted to complete the acquisition of FTSI and believe that the combined company will be well placed to take advantage of improving market conditions to help our customers produce clean energy and low carbon in United States and generate profitable and responsible performance for our customers, employees and investors. This transaction also reunites FTSI with the ProFrac management team, led by the Wilks family, familiar with FTSI’s people, culture and equipment, who have the proven ability to leverage the company’s vertically integrated manufacturing capabilities. company on a larger platform.

“Through the acquisition of FTSI, we believe that ProFrac is one of the largest pressure pumping companies in the world. United States measured by the number of active fleets or profitability. On a pro forma basis, the combined company has 31 currently active frac fleets and has generated $257.9 million of annualized combined adjusted EBITDA in the fourth quarter of 2021 before taking into account synergies,” continued Wilks.

“We are committed to permanently removing 650,000 hydraulic horsepower (“HHP”) from older generation (diesel Tier II) equipment by December 31, 2024, representing about 4% of the estimated current installed base of hydraulic fracturing equipment in the market, according to Rystad Energy. Removing this Tier II diesel equipment demonstrates our commitment to ESG by removing HHP from service which has a higher emissions footprint.

“We also believe that much of this retired equipment can support our maintenance efforts by creating an extensive spare parts inventory which, combined with FTSI’s in-house engine and transmission service expertise, could reduce significantly our ongoing maintenance capital expenditures and non-productive time for our remaining low-emission next-generation fleets,” Wilks said.

Refinancing operations
As part of the completion of the acquisition of FTSI, ProFrac has completed the refinancing of its revolving credit facility and term loan with significant participation from existing creditors choosing to continue investing in the company. Entities associated with the Wilks family have provided additional investments to demonstrate their commitment to ProFrac.

Matt WilkChairman and Interim Chief Financial Officer of ProFrac, said: “We believe in partnership with our investors and are proud of the strong participation of lenders with long experience with us, which we see as an affirmation of our objective to generate risks adjusted to the peak of the market. We are very pleased to continue to deploy family capital alongside our outside investors who share our long-term vision of sustainable and profitable consolidation in oilfield services.

Appointment of a new CFO
ProFrac today announced the appointment of Throw Turner as Chief Financial Officer (“CFO”) with immediate effect. Before joining ProFrac, Throw Turner has served as Chief Financial Officer and Treasurer of FTSI since October 2015. He joined FTSI in April 2014 as Chief Financial Officer and was promoted to Vice President of Finance in January 2015. Prior to joining FTSI, Mr. Turner spent approximately 11 years with Ernst & Young LLP, the majority of that time in their transactional services group coordinating and advising clients on buy-side and sell-side transactions across various industries. He earned a bachelor’s degree in business administration and a master’s degree in professional accounting from the University of Texas at Austin and is a certified public accountant in the state of Texas.

Matt Wilk commented: “I would like to officially welcome Lance to the ProFrac team. We believe his prior experience as a public company and knowledge of FTSI will be invaluable in our strategic initiatives and integration efforts.

ProFrac Advisors
Piper Sandler was the exclusive financial advisor to ProFrac on the acquisition of FTSI and the sole placement agent for the refinancing of the term loan. JPMorgan acted as lead bookrunner on the refinancing of the revolving credit facility. Vinson & Elkins served as counsel to ProFrac on the acquisition of FTSI and Brown & Rudnick served as counsel to ProFrac on the term loan and refinancing of the revolving credit facilities.

About ProFrac
Based at Willow Park, Texas, ProFrac provides state-of-the-art solutions that enable our customers to harness critical natural resources. Since 2016, ProFrac has offered premium high-pressure pumps paired with the toughest fracturing equipment designed for longer laterals and multi-well pads. ProFrac believes in environmental stewardship and continues to invest in technology and equipment to reduce our emissions.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Opinions, forecasts and projections concerning the expected benefits of the proposed transaction; the expected time of completion of the transaction; the ability of the parties to complete the transaction given the various regulatory approvals and other closing conditions; future opportunities for the combined company and its products and services; and any other statements regarding the expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance of the parties or the combined company are forward-looking statements within the meaning of the federal securities laws. These statements are subject to risks and uncertainties, including, but not limited to, the satisfaction of the conditions to closing the proposed transaction, the timing of the completion of the proposed transaction, the risk that the proposed transaction does not , the adverse effects of the expectation of the proposed transaction, the ability to realize the expected synergies and other benefits of the proposed transaction, and other risks and uncertainties contained in FTSI’s most recent annual reports on Form 10 -K and other Securities and Exchange Commission (“SEC”) filings, which are available on the SEC’s website (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the date they are made, and the parties assume no obligation to publicly update or revise them as a result of new information, future events or otherwise.

contacts:
Ken Dennard / Rick Black
Dennard Lascar Investor Relations
713-529-6600
[email protected]

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SOURCEProFrac Holdings, LLC

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