FTS International, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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30283W302
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(CUSIP Number)
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November 19, 2020
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 30283W302
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13G
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1
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NAME OF REPORTING PERSONS
VR Global Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐ |
||
3
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SEC USE ONLY
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|||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
658,801 ** (1)
|
||
6
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SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
658,801 ** (1)
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|||
8
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SHARED DISPOSITIVE POWER
0
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,801 ** (1)
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|||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% ** (1)
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|||
12
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TYPE OF REPORTING PERSON*
PN
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CUSIP No. 30283W302
|
13G
|
1
|
NAME OF REPORTING PERSONS
VR Advisory Services Ltd
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
658,801 ** (1)
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
658,801 ** (1)
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,801 ** (1)
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% ** (1)
|
|||
12
|
TYPE OF REPORTING PERSON*
CO, IA
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CUSIP No. 30283W302
|
13G
|
1
|
NAME OF REPORTING PERSONS
VR Capital Participation Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
658,801 ** (1)
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
658,801 ** (1)
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,801 ** (1)
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% ** (1)
|
|||
12
|
TYPE OF REPORTING PERSON*
CO, HC
|
CUSIP No. 30283W302
|
13G
|
1
|
NAME OF REPORTING PERSONS
VR Capital Group Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
658,801 ** (1)
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
658,801 ** (1)
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,801 ** (1)
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% ** (1)
|
|||
12
|
TYPE OF REPORTING PERSON*
CO, HC
|
CUSIP No. 30283W302
|
13G
|
1
|
NAME OF REPORTING PERSONS
VR Capital Holdings Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
658,801 ** (1)
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
658,801 ** (1)
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,801 ** (1)
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% ** (1)
|
|||
12
|
TYPE OF REPORTING PERSON*
CO, HC
|
CUSIP No. 30283W302
|
13G
|
1
|
NAME OF REPORTING PERSONS
Richard Deitz
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
|
SOLE VOTING POWER
658,801 ** (1)
|
||
6
|
SHARED VOTING POWER
0
|
|||
7
|
SOLE DISPOSITIVE POWER
658,801 ** (1)
|
|||
8
|
SHARED DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,801 ** (1)
|
|||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8% ** (1)
|
|||
12
|
TYPE OF REPORTING PERSON*
IN, HC
|
Item 1(a) |
Name of Issuer.
|
Item 1(b) |
Address of Issuer’s Principal Executive Offices.
|
Item 2(a) |
Name of Person Filing.
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(i)
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VR Global Partners, L.P. (the “Fund”);
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(ii)
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VR Advisory Services Ltd (“VR”);
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(iii)
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VR Capital Participation Ltd. (“VRCP”);
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(iv)
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VR Capital Group Ltd. (“VRCG”);
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(v)
|
VR Capital Holdings Ltd. (“VRCH”); and
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(vi)
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Richard Deitz.
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Item 2(b) |
Address of Principal Business Office, or, if none, Residence.
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Item 2(c) |
Citizenship or Place of Organization.
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(i)
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The Fund is a Cayman Islands exempted limited partnership;
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(ii)
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VR is a Cayman Islands exempted company;
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(iii)
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VRCP is a Cayman Islands exempted company;
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(iv)
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VRCG is a Cayman Islands exempted company;
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(v)
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VRCH is a Cayman Islands exempted company; and
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(vi)
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Mr. Deitz is a United States citizen.
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Item 2(d) |
Title of Class of Securities.
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Item 2(e) |
CUSIP Number.
|
Item 3 |
If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c), check whether the person filing is a:
|
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e) |
☒ |
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
(g) |
☒ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
(h) |
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813). |
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
(j) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 |
Ownership
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Item 5 |
Ownership of Five Percent or Less of a Class.
|
Item 6 |
Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Item 8 |
Identification and Classification of Members of the Group.
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Item 9 |
Notice of Dissolution of Group.
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Item 10 |
Certification.
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VR Global Partners, L.P.
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By: VR Advisory Services Ltd, its general partner
|
By: /s/ Richard Deitz
|
Name: Richard Deitz
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Title: Authorized Person
|
VR Advisory Services Ltd
|
By: /s/ Richard Deitz
|
Name: Richard Deitz
|
Title: Authorized Person
|
VR Capital Participation Ltd.
|
By: /s/ Emile du Toit
|
Name: Emile du Toit
|
Title: Authorized Person
|
VR Capital Group Ltd.
|
By: /s/ Emile du Toit
|
Name: Emile du Toit
|
Title: Authorized Person
|
VR Capital Holdings Ltd.
|
By: /s/ Emile du Toit
|
Name: Emile du Toit
|
Title: Authorized Person
|
/s/ Richard Deitz
|
Richard Deitz
|
VR Global Partners, L.P.
|
By: VR Advisory Services Ltd, its general partner
|
By: /s/ Richard Deitz
|
Name: Richard Deitz
|
Title: Authorized Person
|
VR Advisory Services Ltd
|
By: /s/ Richard Deitz
|
Name: Richard Deitz
|
Title: Authorized Person
|
VR Capital Participation Ltd.
|
By: /s/ Richard Deitz
|
Name: Richard Deitz
|
Title: Authorized Person
|
VR Capital Group Ltd.
|
By: /s/ Richard Deitz
|
Name: Richard Deitz
|
Title: Authorized Person
|
VR Capital Holdings Ltd.
|
By: /s/ Richard Deitz
|
Name: Richard Deitz
|
Title: Authorized Person
|
/s/ Richard Deitz
|
Richard Deitz
|