8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 15, 2021

LIBERTY OILFIELD SERVICES INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38081	81-4891595
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

950 17th Street, Suite 2400

Denver, Colorado 80202

(Address and Zip Code of Principal Executive Offices)

(303) 515-2800

(Registrant’s Telephone Number, Including Area Code)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to section 12(b) of the Act
Title of each class		Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01		LBRT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The following information is being reported pursuant to Section 5.02(b) of Form 8-K:

On June 15, 2021, Brett Staffieri resigned from the Board of Directors (the “Board”) of Liberty Oilfield Services Inc. (the “Company”). Mr. Staffieri’s resignation was not due to a disagreement between the Company and Mr. Staffieri relating to the Company’s operations, policies or practices.

The following information is being reported pursuant to Section 5.02(d) of Form 8-K:

Effective on June 15, 2021 and in connection with Mr. Staffieri’s resignation, Audrey Robertson was appointed to the Board. Ms. Robertson is not related to any officer or director of the Company. As compensation for her service on the Board, Ms. Robertson will receive the Company’s standard compensation for non-employee directors. There are no arrangements or understandings between Ms. Robertson and any other persons pursuant to which she will serve as a director.

Ms. Robertson serves as Chief Financial Officer of Franklin Mountain Energy, LLC (“Franklin Mountain”). The Company anticipates that it will perform hydraulic fracturing services for Franklin Mountain during 2021, and that the amount of these services will constitute less than 1% of the Company’s consolidated revenues for the year. Except as disclosed immediately above, there are no transactions or relationships between Ms. Robertson and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Ms. Robertson is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 15, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		LIBERTY OILFIELD SERVICES INC.
Dated: June 15, 2021	By:	/s/ R. Sean Elliott
		R. Sean Elliott
		Vice President, General Counsel and Corporate Secretary

EX-99.1

LIBERTY OILFIELD SERVICES INC. APPOINTS AUDREY ROBERTSON TO ITS BOARD OF DIRECTORS

June 15, 2021- Denver, Colorado- Liberty Oilfield Services Inc. (NYSE: LBRT; “Liberty” or the “Company”) announced today the appointment of Audrey Robertson to its Board of Directors. Ms. Robertson joined the Board contemporaneously with the resignation of Brett Staffieri, who previously served on the Board as a nominee of entities affiliated with Riverstone Holdings. Mr. Staffieri resigned after Riverstone completed the divestiture of its equity investment in the Company earlier this month.

“We are excited and pleased to welcome Audrey to the Board and the Liberty family,” said Chris Wright, Liberty’s Chairman and CEO. “Audrey has extensive expertise in finance and accounting matters. When coupled with her executive leadership and governance experience in the energy industry, her background is a complementary addition to our Board and augments the core skill sets represented by our Directors.”

“Mr. Wright also commented, "Brett has been involved with the Liberty Board since our founding.  I want to thank him and the team at Riverstone for their contribution over the years.”

Ms. Robertson has served as the co-founder and Chief Financial Officer of Franklin Mountain Energy, LLC, a private oil and gas company operating in the Permian Basin since September 2018. She also serves as a co-founder and Managing Partner of Copper Trail Partners, LLC, a private equity platform based in Denver since November 2017. From 2005 to 2016, she served as a Partner and Senior Managing Director at Kayne Anderson Capital Advisors. Prior to that time, she was an investment banker with Goldman Sachs & Co. Ms. Robertson has been a Director of Bonanza Creek Energy, LLC since January 2020 and served on the board of directors of Extraction Oil and Gas, LLC from September 2019 to January 2021. She has served on the boards of several private companies and not-for-profit organizations. She holds a Bachelor of Science degree in Applied Economics and Management from Cornell University and a Master of Accounting degree from the University of Southern California.

About Liberty

Liberty is a leading North American oilfield services firm that offers one of the most innovative suites of completion services and technologies to onshore oil and natural gas exploration and production companies. Liberty was founded in 2011 with a relentless focus on developing and delivering next generation technology for the sustainable development of unconventional energy resources in partnership with our customers. Liberty is headquartered in Denver, Colorado. For more information about Liberty, please contact Investor Relations at IR@libertyfrac.com.

Contact:

Michael Stock

Chief Financial Officer

303-515-2851

IR@libertyfrac.com

XML

Cover	Feb. 05, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 15, 2021
Entity Registrant Name	LIBERTY OILFIELD SERVICES INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38081
Entity Tax Identification Number	81-4891595
Entity Address, Address Line One	950 17th Street
Entity Address, Address Line Two	Suite 2400
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	515-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.01
Trading Symbol	LBRT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001694028