LIBERTY OILFIELD SERVICES INC. Denver, Colorado 80202
LIBERTY OILFIELD SERVICES INC. 950 17th Street, Suite 2400 Denver, Colorado 80202 Dear Liberty Oilfield Services Inc. Stockholder: We cordially invite you to attend a special meeting of the stockholders of Liberty Oilfield Services Inc., a Delaware corporation (either individually or together with its subsidiaries, as the context requires, “we,” “us,” “our” or the “Company”), which will be held on November 30, 2020 at 9:00 a.m. Mountain Standard Time (the “Special Meeting”). In light of public health concerns regarding the coronavirus outbreak and in consideration of medical and governmental recommendations and orders limiting the number of persons that may gather at public events, the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically in person. On August 31, 2020, the Company entered into that certain Master Transaction Agreement (as it may be amended from time to time in accordance with the terms thereof, the “Transaction Agreement”), by and among Schlumberger Technology Corporation, a Texas corporation (“Schlumberger US”), Schlumberger Canada Limited, a corporation organized pursuant to the laws of the Province of Alberta (“Schlumberger Canada” and, together with Schlumberger US, the “Schlumberger Parties”), Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (“US Buyer”), the managing member of which is the Company, LOS Canada Operations Inc., a British Columbia corporation and indirect, wholly-owned subsidiary of US Buyer (“Canadian Buyer”), and the Company, pursuant to which the Company will acquire certain assets and liabilities of the Schlumberger Parties’ OneStim business, which provides hydraulic fracturing pressure pumping services in onshore United States and Canada (such entire business of the Schlumberger Parties’ to be referred to herein as “OneStim” and the portion of OneStim to be acquired pursuant to the Transaction Agreement the “Transferred Business,” in each case, as such terms are more fully described in this proxy statement) through a transaction structured as an equity sale, whereby (a) US Buyer will acquire from Schlumberger US 100% of the issued and outstanding membership interests of each of Solar US Target A, LLC, a Delaware limited liability company, Solar US Target B, LLC, a Delaware limited liability company, and Solar US Target C, LLC, a Delaware limited liability company, in exchange for a fixed number of shares of Class A Common Stock, par value 0.01 per share, of the Company (“Class A Common Stock”), and (b) Canadian Buyer will acquire from Schlumberger Canada 100% of the issued and outstanding membership interests of 1263651 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of the Province of British Columbia, in exchange for a non-interest bearing demand promissory note (the “Canadian Buyer Note”), which will be payable, in the sole discretion of Canadian Buyer, in either cash or additional shares of Class A Common Stock, in each case, upon the terms and subject to the conditions set forth in the Transaction Agreement (collectively, the “Acquisition”). The Class A Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “LBRT.” As a result, the Company is subject to Rule 312.03 of the NYSE Listed Company Manual (“NYSE Listing Rule 312.03”), pursuant to which stockholder approval is required prior to the issuance of securities representing 20% or more of the voting power of our outstanding shares of common stock before such issuance. If the Canadian Buyer Note is satisfied in shares of Class A Common Stock, 66,326,134 shares of Class A Common Stock will be issued in connection with the Acquisition, which would represent 37% of the voting power of our outstanding shares of common stock as of August 31, 2020 on a pro forma basis, the applicable date for applying NYSE Listing Rule 312.03. Accordingly, at the Special Meeting, Company stockholders will be asked to consider and vote upon: (a) a proposal to approve, for purposes of complying with NYSE Listing Rule 312.03, the issuance of up to
66,326,134 shares of Class A Common Stock in connection with the Acquisition and pursuant to the Transaction Agreement (the “Stock Issuance Proposal”), and (b) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal (the “Adjournment Proposal”). Each of these proposals is more fully described in this proxy statement, which each stockholder is encouraged to carefully read. We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments or postponements of the Special Meeting). Information about the Special Meeting, the Acquisition and other related business to be considered by the Company’s stockholders at the Special Meeting is included in this proxy statement. Whether or not you plan to attend the Special Meeting virtually, we urge all Company stockholders to read this proxy statement, including the Annexes and the accompanying financial statements of OneStim, carefully and in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 44 of this proxy statement. After careful consideration, our Board of Directors (the “Board”) has unanimously (a) approved and adopted the Transaction Agreement and the transactions contemplated thereby, including the Acquisition, (b) declared advisable the Transaction Agreement and the transactions contemplated thereby, including the Acquisition, and (c) recommends that our stockholders, voting together as a single class, vote “FOR” the approval of the Stock Issuance Proposal. When you consider the Board’s recommendation, you should keep in mind that certain executive officers of the Company have interests in the Acquisition that may conflict with your interests as a stockholder. Please see the section entitled “Proposal No. 1—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Shares of Common Stock in Connection with the Acquisition— The Acquisition—Interests of Certain Persons in the Acquisition” for additional information. For purposes of this Special Meeting, all references in this proxy statement to “present in person” or “in person” mean virtually present at the Special Meeting. Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the shares of Class A Common Stock and Class B Common Stock, par value 0.01 per share (the “Class B Common Stock” and, together with Class A Common Stock, the “Common Stock”), voting together as a single class, present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present. Your vote is very important. Whether or not you plan to attend the Special Meeting virtually, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Transaction Agreement and the closing of the Acquisition will be consummated only if the Stock Issuance Proposal is approved at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting virtually and wish to vote, you may withdraw your proxy and vote at the Special Meeting.
On behalf of our Board, I would like to thank you for your support of the Company and look forward to a successful completion of the Acquisition. Sincerely, October 29, 2020 /s/ Christopher A. Wright Christopher A. Wright Chairman of the Board of Directors and Chief Executive Officer NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE ACQUISITION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. This proxy statement is dated October 29, 2020 and is expected to be first mailed to Company stockholders on or about October 29, 2020.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF LIBERTY OILFIELD SERVICES INC. TO BE HELD NOVEMBER 30, 2020 To the Stockholders of Liberty Oilfield Services Inc.: NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Liberty Oilfield Services Inc., a Delaware corporation (either individually or together with its subsidiaries, as the context requires, “we,” “our” or the “Company”), will be held on November 30, 2020 at 9:00 a.m. Mountain Standard Time virtually at https:// web.lumiagm.com/262103240 (the “Special Meeting”). You are cordially invited to virtually attend the Special Meeting to conduct the following items of business: 1. Stock Issuance Proposal—To consider and vote upon a proposal to approve, for purposes of complying with NYSE Listing Rule 312.03, the issuance of up to 66,326,134 shares of Class A Common Stock, par value 0.01 per share, of the Company (the “Class A Common Stock”) in connection with the acquisition of the Transferred Business (as defined below) and pursuant to that certain Master Transaction Agreement, dated as of August 31, 2020 (as it may be amended from time to time in accordance with the terms thereof, the “Transaction Agreement”), by and among Schlumberger Technology Corporation, a Texas corporation (“Schlumberger US”), Schlumberger Canada Limited, a corporation organized pursuant to the laws of the Province of Alberta (“Schlumberger Canada” and, together with Schlumberger US, the “Schlumberger Parties”), Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (“US Buyer”), the managing member of which is the Company, LOS Canada Operations Inc., a British Columbia corporation and indirect, wholly-owned subsidiary of US Buyer, and the Company, a copy of which is attached to this proxy statement as Annex A (“Stock Issuance Proposal”); and 2. Adjournment Proposal—To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Stock Issuance Proposal (“Adjournment Proposal”). The above matters are more fully described in this proxy statement, which also includes, as Annex A, a copy of the Transaction Agreement. We urge you to carefully read this proxy statement in its entirety, including the Annexes and accompanying financial statements of OneStim. In light of public health concerns regarding the coronavirus outbreak and in consideration of medical and governmental recommendations and orders limiting the number of persons that may gather at public events, the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically in person. The record date for the Special Meeting is October 20, 2020. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting. If you would like to inspect the list of Company stockholders of record, please contact the Investor Relations department at IR@libertyfrac.com to schedule an appointment or request access. The acquisition of certain assets and liabilities of the Schlumberger Parties’ OneStim business, which provides hydraulic fracturing pressure pumping services in onshore United States and Canada (such entire business of the Schlumberger Parties to be referred to herein as “OneStim” and the portion of OneStim to be acquired pursuant to the Transaction Agreement, the “Transferred Business,” in each case, as such terms are more fully described in this proxy statement) contemplated by the Transaction Agreement is conditioned on, among other things, the approval of the Stock Issuance Proposal at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement. For purposes of this Special Meeting, all references in this proxy statement to “present in person” or “in person” mean virtually present at the Special Meeting. The holders of a majority of the shares entitled to vote as
of the close of business on the record date must be present in person or represented by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the shares of Class A Common Stock and the Class B Common Stock, par value 0.01 per share, of the Company (the “Class B Common Stock” and, together with Class A Common Stock, the “Common Stock”), voting together as a single class, present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present. The approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present. The Board unanimously recommends that you vote “FOR” each of these proposals. By Order of the Board of Directors /s/ R. Sean Elliott R. Sean Elliott Vice President, General Counsel and Corporate Secretary Denver, Colorado October 29, 2020 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 30, 2020: A COPY OF THE NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS, THIS PROXY STATEMENT AND PROXY VOTING CARD ARE AVAILABLE AT HTTP://WWW.ASTPROXYPORTAL.COM/AST/ 21952/SPECIAL.
TABLE OF CONTENTS Page SUMMARY TERM SHEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 FREQUENTLY USED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS . . . . . . . . . . . . . . . 10 SUMMARY OF THE PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 SELECTED HISTORICAL FINANCIAL DATA OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 SELECTED HISTORICAL COMBINED FINANCIAL DATA OF ONESTIM . . . . . . . . . . . . . . . . . . . . . . 38 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . 42 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 COMPARATIVE SHARE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 SPECIAL MEETING OF COMPANY STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 PROPOSAL NO. 1—APPROVAL OF THE ISSUANCE OF MORE THAN 20% OF THE COMPANY’S ISSUED AND OUTSTANDING SHARES OF COMMON STOCK IN CONNECTION WITH THE ACQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 PROPOSAL NO. 2—THE ADJOURNMENT PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118 INFORMATION ABOUT THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 INFORMATION ABOUT ONESTIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 ONESTIM’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . 135 BENEFICIAL OWNERSHIP OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145 PRICE RANGE OF SECURITIES AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147 INDEPENDENT REGISTERED ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 APPRAISAL RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 DIVIDEND RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 LIQUIDATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 HOUSEHOLDING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 TRANSFER AGENT AND REGISTRAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 SUBMISSION OF STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 FUTURE STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150 INDEX TO ONESTIM FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1 ANNEX A TRANSACTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 ANNEX B OPINION OF TPH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 ANNEX C FORM OF A&R STOCKHOLDERS AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 ANNEX D FORM OF A&R REGISTRATION RIGHTS AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1 i
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SUMMARY TERM SHEET This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Stockholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for defined terms used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.” Liberty Oilfield Services Inc., a Delaware corporation, which we refer to, either individually or together with its subsidiaries, as the context requires, as “we,” “us,” “our” or the “Company” is an independent provider of hydraulic fracturing services and goods to onshore oil and natural gas exploration and production (“E&P”) companies in North America. We provide our services primarily in the Permian Basin, the Eagle Ford Shale, the Denver-Julesburg Basin, the Williston Basin, the San Juan Basin, and the Powder River Basin. For more information about the Company, please see the section entitled “Information About the Company.” As of October 20, 2020, the record date for the Special Meeting, there were 91,383,405 shares of Class A Common Stock issued and outstanding, 21,550,282 shares of Class B Common Stock issued and outstanding, and there were no shares of Company preferred stock issued and outstanding. Schlumberger Limited, incorporated in Curaçao, is the world’s leading provider of technology for reservoir characterization, drilling, production and processing to the oil and gas industry and has executive offices in Paris, Houston, London and The Hague. Schlumberger US and Schlumberger Canada, wholly-owned subsidiaries of Schlumberger Limited, deliver integrated oil and gas solutions to optimize hydrocarbon recovery through many technologies, including OneStim, its onshore hydraulic fracturing business. For more information about OneStim in the United States and Canada, including the Transferred Business, please see the sections entitled “Information About OneStim” and “OneStim’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” On August 31, 2020, the Company entered into that certain Transaction Agreement by and among Schlumberger US, Schlumberger Canada, US Buyer, Canadian Buyer and the Company to acquire the Transferred Business in exchange for a fixed number of shares of Class A Common Stock and the Canadian Buyer Note. For more information about the Transaction Agreement, please see the section entitled “Proposal No. 1—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Shares of Common Stock in Connection with the Acquisition—The Transaction Agreement.” Immediately prior to the Closing and as a part of the Pre-Closing Restructuring, (a) Schlumberger US will convey (or will cause its applicable subsidiaries to convey) to Schlumberger US Target A, Schlumberger US Target B and Schlumberger US Target C, each of their respective portions of all of the US Transferred Assets, and Schlumberger US Target A, Schlumberger US Target B and Schlumberger US Target C will assume their respective portions of all of the US Assumed Liabilities, and (b) Schlumberger Canada will convey to Schlumberger Canada Target all of the Canadian Transferred Assets, and Schlumberger Canada Target will assume the Canadian Assumed Liabilities, in each case, upon the terms and subject to the conditions set forth in the Transaction Agreement and the Restructuring Agreements. The Restructuring Agreements also provide for the treatment of net working capital of the Transferred Business. To the extent the combined working capital of the Transferred Business as of a specified measurement time on the Closing Date is less than a target working capital amount, the Company will be entitled to a cash payment of such difference. The Pre-Closing Restructuring will result in the Target Companies collectively owning and operating the Transferred Business, with (i) the Schlumberger US Targets collectively owning and operating the US Business and the US Transferred Assets and assuming the US Assumed Liabilities and (ii) Schlumberger Canada Target owning and operating the Canadian Business and the Canadian Transferred Assets and assuming the Canadian Assumed Liabilities. Following the completion of the Pre-Closing Restructuring and at the Closing, (a) in connection with the US Equity Sale, US Buyer will acquire the Target US Interests from Schlumberger US in exchange for a fixed 1
number of shares of Class A Common Stock, and (b) in connection with the Canadian Equity Sale, Canadian Buyer will acquire the Target Canadian Interests from Schlumberger Canada in exchange for the Canadian Buyer Note, which will be payable in either cash or additional shares of Class A Common Stock, in each case, upon the terms and subject to the conditions set forth in the Transaction Agreement. If the Canadian Buyer Note is satisfied in shares of Class A Common Stock, an aggregate amount of 66,326,134 shares of Class A Common Stock will be issued in connection with the Acquisition, which would represent 37% of the issued and outstanding shares of Common Stock as of August 31, 2020 on a pro forma basis. Our management and Board considered various factors in determining whether to approve and adopt the Transaction Agreement and the transactions contemplated thereby, including the Acquisition. The Board’s reasons for approving the Acquisition are described in the section entitled “Proposal No. 1—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Shares of Common Stock in Connection with the Acquisition—The Acquisition—The Company’s Board of Directors’ Reasons for the Approval of the Acquisition and the Related Stock Issuance.” At the Special Meeting, the stockholders of the Company will be asked to consider and vote upon a proposal to approve, for purposes of complying with NYSE Listing Rule 312.03, the issuance of up to 66,326,134 shares of Class A Common Stock in connection with the Acquisition. In addition to voting on the Stock Issuance Proposal at the Special Meeting, the stockholders of the Company will be asked to vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal. For more information about the Stock Issuance Proposal and the Adjournment Proposal, please see the sections entitled “Proposal No. 1—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Shares of Common Stock in Connection with the Acquisition,” and “Proposal No. 2—The Adjournment Proposal.” The Acquisition is conditioned on, among other things, the approval of the Stock Issuance Proposal at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement. Unless waived by the parties to the Transaction Agreement, and subject to applicable law, the closing of the Acquisition is subject to a number of conditions set forth in the Transaction Agreement, including, among others, expiration or termination of the waiting periods under the HSR Act (which termination was granted on September 25, 2020), the issuance of an advance ruling certificate, or in the alternative, expiration or termination of the waiting period or the waiver of the notification obligation and the issuance of a no action letter under the Competition Act (an advance ruling certificate was issued on September 30, 2020), receipt of stockholder approval contemplated by this proxy statement and receipt of the consent of the required lenders and administrative agent under the Company’s credit facilities as to certain matters contemplated by the Transaction Agreement. For more information about the closing conditions to the Acquisition, please see the section entitled “Proposal No. 1—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Shares of Common Stock in Connection with the Acquisition—Conditions to Closing of the Acquisition.” The Transaction Agreement may be terminated at any time prior to the consummation of the Acquisition upon agreement of the parties thereto, or by the Company or Schlumberger US, on behalf of itself or Schlumberger Canada, in specified circumstances. For more information about the termination rights under the Transaction Agreement, please see the section entitled “Proposal No. 1—Approval of the Issuance of More than 20% of the Company’s Issued and Outstanding Shares of Common Stock in Connection with the Acquisition—The Transaction Agreement—Termination.” The proposed Acquisition involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.” In considering the recommendation of our Board to vote for the proposals presented at the Special Meeting, including the Stock Issuance Proposal, you should be aware that certain members of our management have interests in the Acquisition that are different from, or in addition to, the interests of our stockholders 2
generally. Our Board was aware of and considered these interes
LIBERTY OILFIELD SERVICES INC. 950 17th Street, Suite 2400 Denver, Colorado 80202 Dear Liberty Oilfield Services Inc. Stockholder: We cordially invite you to attend a special meeting of the stockholders of Liberty Oilfield Services Inc., a . Schlumberger Technology Corporation, a Texas corporation .
All statements, other than statements of historical fact included in this presentation regarding Liberty Oilfield Services Inc.'s ("Liberty" or the "Company") expectations . synergies, difficulties, a decline in demand for the Company's services, capital spending by the oil and natural gas industry, .
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century American poet Samuel Francis Smith wrote the now familiar words: My country, ‘tis of thee, Sweet land of liberty, Of thee I sing POEMS ON LIBERTY: Reflections for Belarus. (Liberty Library. XXI Century). — Radio Free Europe/ Radio Liberty, 2004.— 312 pp. Translation Vera Rich Editor Alaksandra Makavik Art Director Hienad ź .
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