Filing Details

 

 

 

** Based on an aggregate of 69,958,113 Common A Shares and 48,207,372 Common B Shares outstanding as of July 31, 2018, but after giving effect to the Riverstone Repurchases described below.

 

CUSIP No. 53115L 104

Schedule 13D

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CUSIP No. 53115L 104

Schedule 13D

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1.		Name of Reporting Person   R/C IV Liberty Holdings, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   33,414,598*
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   33,414,598*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   33,414,598*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)   28.9%**
14.		Type of Reporting Person (See Instructions)   PN

 

 

CUSIP No. 53115L 104

Schedule 13D

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CUSIP No. 53115L 104

Schedule 13D

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Explanatory Note

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 26, 2018 (the “Initial Schedule 13D”), relating to the Class A common stock, par value $0.01 per share (the “Common A Shares”), of Liberty Oilfield Services Inc. (the “Issuer”). The Common A Shares and Class B common stock, par value $0.01 per share, of the Issuer (the “Common B Shares” and, together with the Common A Shares, the “Common Shares”) are treated as a single class for purposes of this Schedule 13D because they vote together as a single class. Capitalized terms used herein without definition shall have the meaning set forth in the Initial Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows:

In connection with the repurchase plan previously announced by the Issuer, on September 14, 2018, Riverstone/Carlyle Energy Partners IV, L.P. (“Riverstone/Carlyle”), R/C Energy IV Direct Partnership, L.P. (“R/C Direct”) and R/C IV Liberty Holdings, L.P. (“R/C Liberty”, together with Riverstone/Carlyle and R/C Direct, the “Selling Stockholders”) sold 9,035, 751,436, and 1,730,689 Common A Shares, respectively, at a price of $18.9618105 per share to the Issuer pursuant to a stock purchase and sale agreement, dated as of September 14, 2018 (the “Purchase Agreement”), by and among the Issuer and the Selling Stockholders (the “Riverstone Repurchases”).

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 7.9 hereto and is incorporated herein by reference.

CUSIP No. 53115L 104

Schedule 13D

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Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:

(a)

and (b)

The below table sets forth the number of Common Shares directly and beneficially owned by each of the Reporting Persons.  The shares directly owned by R/C Direct and R/C Liberty are deemed to be beneficially owned by Riverstone/Carlyle, their general partner, and all of such shares, including those directly owned by Riverstone/Carlyle, are deemed to be beneficially owned by R/C GP, the general partner of Riverstone/Carlyle.  Accordingly, as indicated with respect to such shares listed as beneficially owned in the below table, the applicable Reporting Persons have shared voting power to vote and direct the vote of, and have shared power to dispose and direct the disposition of, such shares.  None of the Reporting Persons have the sole power to vote or direct the vote, or the sole power to dispose or direct the disposition of, the shares listed in the table below.  In addition, by virtue of the Stockholders Agreement and the other agreements among certain of the Reporting Persons as described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended, and Rule 13d-5(1) thereunder.   Each Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any Common Shares held by the other Reporting Persons.

(1)

Based on an aggregate of 69,958,113 Common A Shares and 48,207,372 Common B Shares outstanding as of July 31, 2018, but after giving effect to the Riverstone Repurchases described above.

(2)

Represents 17,181,763 Common A Shares and 31,368,322 Common B Shares and includes Common Shares directly owned by R/C Direct and R/C Liberty.

(3)

Represents 17,181,763  Common A Shares and 31,368,322 Common B Shares and includes Common Shares directly owned by each of Riverstone/Carlyle, R/C Direct and R/C Liberty.

 

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D and the members of the Voting Group (the members of the Voting Group other than any Reporting Persons, the “Non-Riverstone Members”), the Non-Riverstone Members may be deemed to be members of a “group” with the Reporting Persons. None of the Non-Riverstone Members are Reporting Persons on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that any Non-Riverstone Members beneficially owns Equity Interests, the Reporting Persons may be deemed to beneficially own any such Equity Interests, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.

(c)

None of the Reporting Persons has effected any transactions of the Common A Shares during the 60 days preceding the date of this report, except as described in Items 4 and 6 of this Schedule 13D, which information is incorporated herein by reference.

(d)

Not applicable.

(e)

Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Initial Schedule 13D is amended and supplemented as follows:

As described in Item 4 above, in connection with the repurchase plan previously announced by the Issuer, on September 14, 2018, Riverstone/Carlyle, R/C Direct and R/C Liberty sold 9,035, 751,436, and 1,730,689 Common A Shares, respectively, at a price of $18.9618105 per share to the Issuer pursuant to the Purchase Agreement.  A copy of the Purchase Agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.

 

 

 

 

 

 

 

Item 7 of the Initial Schedule 13D is amended and supplemented by adding the following exhibit:

7.9

Purchase Agreement (incorporated by reference to Exhibit 10.1 to Liberty Oilfield Services Inc.’s Form 8-K, filed with the Securities and Exchange Commission on September 17, 2018).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Dated as of September 17, 2018