SC 13D/A 1 r26044579.htm SCHEDULE 13D/A, AMENDMENT #1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
___________________________________

Liberty Oilfield Services Inc.
(Name of Issuer)

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

53115L 104
(CUSIP Number)

Dianna Rosser Aprile
c/o Riverstone Holdings, LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019
(212) 993-0076
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
(with a copy to)
 
Jeffrey S. Hochman
Willkie Farr & Gallagher LLP
787 Seventh Avenue New York, New York 10019
(212) 728-8000

September 14, 2018
(Date of Event Which Requires Filing of Statement on Schedule 13D)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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).
 
 

 
 
1

 
 
CUSIP No. 53115L 104
Schedule 13D
Page 2 of 10 Pages
 
 
 
 
             
  1. 
 
 
 
Name of Reporting Person
 
Riverstone/Carlyle Energy Partners IV, 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
 
48,550,085*
 
  
 
  9.
 
  
 
Sole Dispositive Power
 
0
 
  
 
10.
 
  
 
Shared Dispositive Power
 
48,550,085*
 
 
11.
 
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
48,550,085*
 
 
12.
 
 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
 
 
 
13.
 
 
 
Percent of Class Represented by Amount in Row (11)
 
42.0%**
 
 
14.
 
 
 
Type of Reporting Person (See Instructions)
 
PN
 

* Represents 17,181,763 Common A Shares and 31,368,322 Common B Shares.
** 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.
 
 
2

 
CUSIP No. 53115L 104
Schedule 13D
Page 3 of 10 Pages
 
 
 
             
  1. 
 
 
 
Name of Reporting Person
 
R/C Energy IV Direct Partnership, 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
 
14,508,045*
 
  
 
  9.
 
  
 
Sole Dispositive Power
 
0
 
  
 
10.
 
  
 
Shared Dispositive Power
 
14,508,045*
 
 
11.
 
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
14,508,045*
 
 
12.
 
 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
 
 
 
13.
 
 
 
Percent of Class Represented by Amount in Row (11)
 
12.50%**
 
 
14.
 
 
 
Type of Reporting Person (See Instructions)
 
PN
 
 
* Represents 14,508,045 Common A Shares.
** 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.
 
3

 
CUSIP No. 53115L 104
Schedule 13D
Page 4 of 10 Pages
 
             
  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
 
 
* Represents 2,604,248 Common A Shares and 30,810,350 Common B Shares.
** 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.
 
 
4

 
CUSIP No. 53115L 104
Schedule 13D
Page 5 of 10 Pages
 
             
  1. 
 
 
 
Name of Reporting Person
 
R/C Energy GP IV, LLC
  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
 
48,550,085*
 
  
 
  9.
 
  
 
Sole Dispositive Power
 
0
 
  
 
10.
 
  
 
Shared Dispositive Power
 
48,550,085*
 
 
11.
 
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
48,550,085*
 
 
12.
 
 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    
 
 
 
13.
 
 
 
Percent of Class Represented by Amount in Row (11)
 
42.0%**
 
 
14.
 
 
 
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
* Represents 17,181,763  Common A Shares and 31,368,322 Common B Shares.
** 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.
 
5

 
CUSIP No. 53115L 104
Schedule 13D
Page 6 of 10 Pages
 
 
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.
 
 
 
6

 
CUSIP No. 53115L 104
Schedule 13D
Page 7 of 10 Pages
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

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.


 
 
 
Reporting Persons
 
 
 
Common A Shares Owned Directly
 
 
 
Common B Shares Owned Directly
 
Aggregate Number of Shares
Beneficially Owned
 
 
Percentage of Class
Beneficially Owned (1)
 
 
Riverstone/Carlyle
 
 
69,470
 
 
557,972
 
 
48,550,085 (2)
 
 
42.0%
 
R/C Direct
 
14,508,045
 
0
 
14,508,045
 
12.5%
 
R/C Liberty
 
2,604,248
 
30,810,350
 
33,414,598
 
28.9%
 
R/C GP
 
0
 
0
 
48,550,085 (3)
 
42.0%
 
 


(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.
 
 
 
7

 
CUSIP No. 53115L 104
Schedule 13D
Page 8 of 10 Pages
 
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.
 
 
 
 
 
 
8

 
CUSIP No. 53115L 104
Schedule 13D
Page 9 of 10 Pages
 
 
ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS

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).

 
 
 
 
 
 
 
 
 
 
 
 
 
 
9


 
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


 
RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.
   
 
By: R/C Energy GP IV, LLC, its general partner
   
   
 
By:  /s/ Peter Haskopoulos                                        
 
Name: Peter Haskopoulos
 
Title: Authorized Person
   
 
 
R/C ENERGY IV DIRECT PARTNERSHIP, L.P.
   
 
By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
   
 
By: R/C Energy GP IV, LLC, its general partner
   
   
 
By:  /s/ Peter Haskopoulos                                        
 
Name: Peter Haskopoulos
 
Title: Authorized Person
   
 
 
R/C IV LIBERETY HOLDINGS, L.P.
   
 
By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
   
 
By: R/C Energy GP IV, LLC, its general partner
   
   
 
By:  /s/ Peter Haskopoulos                                        
 
Name: Peter Haskopoulos
 
Title: Authorized Person
   
 
 
R/C ENERGY GP IV, LLC
   
   
 
By:  /s/ Peter Haskopoulos                                        
 
Name: Peter Haskopoulos
 
Title: Authorized Person