Filing Details

 

CONFIDENTIAL

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

SCHEDULE 13G*
Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

FTS International, Inc.
(Name of Issuer)

 

Common Stock, $0.01 par value per share
(Title of Class of Securities)

 

30283W302
(CUSIP Number)

 

November 19, 2020
(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)

 

x Rule 13d-1(c)

 

o Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting persons 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

Exhibit Index: Page 9

 

 

CUSIP NO. 30283W302

 

(1)	NAMES OF REPORTING PERSONS   Temasek Holdings (Private) Limited
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) o (b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER   0
		(6)	SHARED VOTING POWER   496,289 (including 2,060,496 Shares issuable upon exercise of Warrants)*
		(7)	SOLE DISPOSITIVE POWER   0
		(8)	SHARED DISPOSITIVE POWER   496,289 (including 2,060,496 Shares issuable upon exercise of Warrants)*
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   496,289 (including 2,060,496  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)   18.26%**
(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.

 

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CUSIP NO. 30283W302

 

(1)	NAMES OF REPORTING PERSONS   Fullerton Fund Investments Pte Ltd
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) o (b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER   0
		(6)	SHARED VOTING POWER   496,289 (including 2,060,496 Shares issuable upon exercise of Warrants)*
		(7)	SOLE DISPOSITIVE POWER   0
		(8)	SHARED DISPOSITIVE POWER   496,289 (including 2,060,496 Shares issuable upon exercise of Warrants)*
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   496,289 (including 2,060,496 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)   18.26%**
(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 Commission on November 19, 2020.

 

3

 

CUSIP NO. 30283W302

 

(1)	NAMES OF REPORTING PERSONS   Maju Investments (Mauritius) Pte Ltd
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) o (b) x
(3)	SEC USE ONLY
(4)	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5)	SOLE VOTING POWER   0
		(6)	SHARED VOTING POWER   496,289 (including 2,060,496 Shares issuable upon exercise of Warrants)*
		(7)	SOLE DISPOSITIVE POWER   0
		(8)	SHARED DISPOSITIVE POWER   496,289 (including 2,060,496 Shares issuable upon exercise of Warrants)*
(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   496,289 (including 2,060,496 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)   18.26%**
(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.

 

4

 

CUSIP NO. 30283W302

 

Item 1(a).                  Name of Issuer:

 

FTS International, Inc. (Issuer)

 

Item 1(b).                  Address of the Issuers Principal Executive Offices:

 

777 Main Street
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)                                     Temasek Holdings (Private) Limited (Temasek Holdings);

 

(ii)                                  Fullerton Fund Investments Pte Ltd (FFI); and

 

(iii)                               Maju Investments (Mauritius) Pte Ltd (Maju).

 

Attached as Exhibit A is an agreement by and among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 (the Exchange Act).

 

Item 2(b).                  Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of each of Temasek Holdings and FFI is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Republic of Singapore 238891. The address of the principal business office of Maju is c/o IQ EQ Corporate Services (Mauritius) Ltd, 33, Edith Cavell Street, Port Louis, 11324, Republic of Mauritius.

 

Item 2(c).                   Citizenship:

 

(i)                                     Temasek Holdings: Republic of Singapore

 

(ii)                                  FFI: Republic of Singapore

 

(iii)                               Maju: Republic of Mauritius

 

Item 2(d).                  Title of Class of Securities:

 

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.

 

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CUSIP NO. 30283W302

 

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 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 2,080,857 Shares previously held by the Reporting Persons), and the Issuer issued to the Reporting Persons 496,289 Shares and warrants to purchase an additional 2,060,496 Shares issuable upon the exercise of the warrants (the Warrants).

 

Maju is a direct beneficial owner of 496,289 Shares. Maju is a direct wholly owned subsidiary of FFI, which is a direct wholly owned subsidiary of Temasek Holdings. Accordingly, FFI and Temasek Holdings may be deemed to be indirect beneficial owners of the 496,289 Shares beneficially owned directly by Maju.

 

Item 4(b).                  Percent of Class:

 

18.26%, 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: 2,556,785

 

(iii)                               Sole power to dispose or to direct the disposition of: 0

 

(iv)                              Shared power to dispose or to direct the disposition of: 2,556,785

 

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.

 

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CUSIP NO. 30283W302

 

Item 8.                                 Identification and Classification of Members of the Group.

 

This Item 8 is not applicable.

 

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.

 

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CUSIP NO. 30283W302

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 23, 2020	Temasek Holdings (Private) Limited
	By:	/s/ Gregory Tan
		Name:	Gregory Tan
		Title:	Authorized Signatory
Date: November 23, 2020	Fullerton Fund Investments Pte Ltd
	By:	/s/ Gregory Tan
		Name:	Gregory Tan
		Title:	Director
Date: November 23, 2020	Maju Investments (Mauritius) Pte Ltd
	By:	/s/ Poy Weng Chuen
		Name:	Poy Weng Chuen
		Title:	Director

 

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CUSIP NO. 30283W302

 

EXHIBIT INDEX

 

A.	Joint Filing Agreement by and among Temasek Holdings (Private) Limited, Fullerton Fund Investments Pte Ltd and Maju Investments (Mauritius) Pte Ltd

 

9

 

EXHIBIT A

 

AGREEMENT
JOINT FILING OF SCHEDULE 13G

 

The undersigned hereby agree to jointly prepare and file with the Securities and Exchange Commission this Schedule 13G and any future amendments thereto (including amendments on Schedule 13D or Schedule 13G, as applicable) reporting each of the undersigneds ownership of securities of FTS International, Inc., and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Date:  February 14, 2019	Temasek Holdings (Private) Limited
	By:	/s/ Andrew Ang Lye Whatt
		Name:	Andrew Ang Lye Whatt
		Title:	Authorized Signatory
Date:  February 14, 2019	Fullerton Fund Investments Pte Ltd
	By:	/s/ Cheong Kok Tim
		Name:	Cheong Kok Tim
		Title:	Director
Date:  February 14, 2019	Maju Investments (Mauritius) Pte Ltd
	By:	/s/ Poy Weng Chuen
		Name:	Poy Weng Chuen
		Title:	Director