Page 7 of 12 – SEC Filing
Page 6 of 11
Item 1. Security and Issuer.
This statement
on Schedule 13D (the Statement) relates to shares of common stock ($0.01 par value per share) (Shares) of FTS International, Inc., a Delaware corporation (the Issuer),
which has its principal executive office at 777 Main Street, Suite 2900, Fort Worth, Texas 76102.
Item 2. Identity and Background.
The Reporting Persons are:
(i) RRJ Capital Ltd
(RRJ Capital), an exempted company with limited liability formed under the laws of the Cayman Islands. The principal business of RRJ Capital is to act as the general partner of RRJ Master.
(ii) RRJ Capital Master Fund I, L.P. (RRJ Master), an exempted limited partnership formed under the laws of the Cayman Islands. The
principal business of RRJ Master is the purchase and sale of securities for its own account.
(iii) Senja Capital Ltd (Senja), a
company incorporated under the laws of the Territory of the British Virgin Islands. Senja is wholly-owned by RRJ Master. The principal business of Senja is to serve as an investment holding company.
(iv) Hampton Asset Holding Ltd (Hampton), a company incorporated under the laws of the Territory of the British Virgin Islands.
Hampton is wholly-owned by Mr. Ong. The principal business of Hampton is to serve as an investment holding company.
(v) Ong Tiong Sin (Mr.
Ong), a Malaysian citizen, is (A) a director (one of five directors, the other four directors of RRJ Capital being Ong Tiong Boon, Eddie Teh Ewe Guan, Rizal Bin Ishak and Kim Young So) and sole shareholder of RRJ Capital, (B) a limited
partner in RRJ Master through a special purpose vehicle, (C) a director (one of two directors, the other director of Senja being Kim Young So) of Senja, and (D) the sole director and sole shareholder of Hampton. Mr. Ongs principal occupation
is serving as CEO and Chairman of RRJ Capital.
Each of the Reporting Persons have a business address at c/o RRJ Management (HK) Limited Room 802-804, Man
Yee Building, 68 Des Voeux Road, Central, Hong Kong.
Share ownership.Senja and Hampton, together, own 13,340,226 Shares, or
12.5% of the outstanding Shares, as described below. The calculations of percentage ownership in this Statement are based on 106,431,603 Shares outstanding as set forth in the Form S-1/A filed by the Issuer on February 1, 2018 (the FTS
S-1).
History.Senja and Hampton acquired Shares prior to the initial public offering of the Issuer (the
IPO). As previously disclosed by the Issuer, on May 6, 2011, an investor group which included Senja and Hampton, through Frac Tech International, LLC (a newly-formed Delaware limited liability company indirectly wholly
owned by the investor group, FTI LLC) acquired the 74.2% interest in Frac Tech Holdings, LLC from the Issuers prior majority owners.
FTI LLC was subsequently converted in 2012 into the Issuer. Certain members of the investor group (including Senja and Hampton) were issued convertible
preferred stock in the Issuer, which were then converted into Shares prior to the IPO as described in Description of Capital StockConvertible Preferred Stock Recapitalization and Certain Relationships and Related Party
TransactionsRecapitalization of Convertible Preferred Stock of the FTS S-1.
Investor Rights Agreement. The Issuer, Senja
and Hampton entered into an investors rights agreement with Senja and Hampton, pursuant to which, Senja and Hampton will have the right to collectively nominate one director so long as they beneficially own, together, at least 5% of the
Shares. Each stockholder party to the investors rights agreement disclaims beneficial ownership of any Shares owned by the other stockholder party to the agreement. The details of this investors rights agreement is further detailed in
the FTS S-1.
