FTS International (FTSI) PRER14APreliminary revised proxy

Upon consummation of the Merger, each Share (other than Shares held by the Company as treasury stock or by any subsidiary of the Company and Shares held by Parent or Merger Sub) issued and outstanding immediately prior to the Effective Time (other than dissenting Shares) will be converted into the right to receive the per share Merger Consideration described below.

The Merger Agreement provides that, at or immediately prior to the Effective Time, the outstanding equity awards of FTSI will be treated as follows:

The FTSI board of directors recommends that FTSI stockholders vote:

See the section entitled “The Merger Agreement — Regulatory Clearances and Approvals Required for the Merger” beginning on page 74 of this proxy statement for a more detailed discussion of the parties’ obligations with respect to obtaining regulatory approvals in connection with the Merger.

We expect to complete the Merger in the first quarter of 2022. The Merger is subject to various conditions, however, and it is possible that factors outside the control of FTSI or Parent could result in the Merger being completed at a later time or not at all. There may be a substantial amount of time between the

Notwithstanding the permitted activities above, FTSI was not permitted to, and was required to not permit its subsidiaries to, reimburse or agree to reimburse the expenses of any third party (other than representatives of FTSI) in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to an Acquisition Proposal.

Additionally, following the determination by the FTSI board of directors that a third party was an Excluded Party, FTSI was required to deliver written notice to Parent no later than the earlier of (i) three business days after such determination and (ii) the Go-Shop Period End Date, which set forth the identity of each Excluded Party and a reasonably detailed summary of the material terms and conditions of the pending Acquisition Proposal to be made by such Excluded Party.

The Go-Shop Period ended on the Go-Shop Period End Date. During the Go-Shop Period, FTSI and its financial advisor, Ducera, reached out to nine potential strategic counterparties and 37 potential financial counterparties, and did not receive any alternative acquisition proposals. In connection with such outreach, FTSI entered into confidentiality agreements with two potential strategic counterparties, each of which subsequently withdrew from consideration. As of the Go-Shop Period End Date, FTSI was not involved in active discussions with any counterparty with respect to an alternative acquisition proposal.

From and after the Go-Shop Period End Date until the earlier of receipt of approval and adoption by FTSI stockholders holding at least a majority of the outstanding Shares (and, unless FTSI has waived such condition, approval and adoption by holders of a majority of the outstanding Shares other than Shares held by Parent and its affiliates) of the Merger Agreement and the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement in accordance with its terms, except as set forth below, FTSI and its subsidiaries will not, and will not authorize any of its and their officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives to, directly or indirectly:

Notwithstanding the restrictions described above, at any time prior to obtaining the approval and adoption by FTSI stockholders holding at least a majority of the outstanding Shares (and, unless FTSI has waived such condition, approval and adoption by holders of a majority of the outstanding Shares other than Shares held by Parent and its affiliates) of the Merger Agreement and the transactions contemplated by the Merger Agreement, FTSI may, directly or indirectly, (i) engage in discussions with any Excluded Party and its representatives, or any third party and its representatives that has made a written Acquisition Proposal after the Go-Shop Period End Date that did not result from FTSI’s material breach of the restrictions described above if the FTSI board of directors determines in good faith, after consultation with outside legal counsel and its independent financial advisor, that such Acquisition Proposal is or is reasonably likely to lead to a superior proposal and (ii) furnish to any such Excluded Party or third party and their representatives non-public information relating to FTSI or any of its subsidiaries pursuant to a confidentiality agreement with such Excluded Party or third party or such representatives with terms not materially less favorable to FTSI than those contained in the confidentiality agreement between FTSI and Parent, subject to certain requirements under the Merger Agreement.

Under the Merger Agreement, under certain circumstances and subject to certain requirements described in the section entitled “The Merger Agreement — Changes in Board Recommendation” beginning on page 73 of this proxy statement, the FTSI board of directors is entitled to make an adverse recommendation change prior to obtaining approval and adoption by FTSI stockholders holding at least a majority of the outstanding Shares (and, unless FTSI has waived such condition, approval and adoption by holders of a majority of the outstanding Shares other than Shares held by Parent and its affiliates) of the Merger Agreement and the transactions contemplated by the Merger Agreement, in connection with a superior proposal (as described in the section entitled “The Merger Agreement — Changes in Board Recommendation”), if the FTSI board of directors determines in good faith, after consultation with outside legal counsel that the failure to take such action would be inconsistent with its fiduciary duties under Delaware law; provided that:

FTSI notifies Parent in writing at least three business days before taking such action, of its intention to do so, specifying in reasonable detail the reasons for the adverse recommendation change and attaches the most current version of the proposed agreement under which such superior proposal is proposed to be consummated and the identity of the third party making the acquisition proposal;

FTSI negotiates, and causes its representatives to negotiate, reasonably and in good faith with Parent during such notice period any revisions to the terms of the Merger Agreement that Parent proposes and has not withdrawn in response to such superior proposal and that would be binding on Parent if accepted by FTSI; and

Following the end of such notice period, the FTSI board of directors determines, in consultation with outside legal counsel and its independent financial advisor, and giving due consideration to such revisions proposed by Parent, that such superior proposal nevertheless continues to constitute a superior proposal (assuming such revisions proposed by Parent and not withdrawn were to be given effect) (provided that any amendment to the financial terms or other material terms of any such superior proposal requires a new written notification from FTSI and a new notice period of two business days will commence).

In addition, at any time prior to obtaining the approval and adoption by FTSI’s stockholders holding at least a majority of the outstanding Shares (and, unless FTSI has waived such condition, approval and adoption by holders of a majority of the outstanding Shares other than Shares held by Parent and its affiliates) of the Merger Agreement and the transactions contemplated by the Merger Agreement, the FTSI board of directors is permitted to effect an adverse recommendation change in response to an “intervening event” ​(as described in the section entitled “The Merger Agreement — Changes in Board Recommendation”)

FTSI notifies Parent in writing at least three business days before taking such action, of its intention to do so, specifying in reasonable detail the reasons for such adverse recommendation change, which notice attaches a reasonably detailed description of the reasons for making such adverse recommendation change; and

After such three business day period, the FTSI board of directors determines, in consultation with outside legal counsel and its independent financial advisor, and after giving due consideration to revisions proposed by Parent, that such intervening event would nevertheless necessitate the need for such adverse recommendation change (provided that any material change to the facts and circumstances relating to such intervening event requires a new written notification from FTSI and a new notice period of two business days will commence).

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of the Merger Agreement by FTSI stockholders):

By mutual written agreement of FTSI and Parent;

By either FTSI or Parent if:

Additionally, FTSI has agreed to pay Parent a termination fee of $7,800,000 in immediately available funds upon termination of the Merger Agreement if FTSI terminates the Merger Agreement prior to the Go-Shop Period End Date and prior to the receipt of approval and adoption by FTSI stockholders holding a majority of the outstanding Shares (and, unless FTSI has waived such condition, approval and adoption by holders of a majority of the outstanding Shares other than Shares held by Parent and its affiliates) of the

The Merger Agreement provides that in the event that FTSI pays the termination fee to Parent, such payment of the termination fee will be, in the absence of fraud by FTSI, the sole and exclusive remedy of Parent and Merger Sub and their affiliates against FTSI or its affiliates and in no event, other than fraud by FTSI, will Parent or Merger Sub or any of their respective affiliates be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to (i) any loss suffered as a result of the failure of the Merger to be consummated, (ii) the termination of the Merger Agreement, (iii) any liabilities or obligations arising under the Merger Agreement, or (iv) any claims or actions arising out of or relating to any breach, termination or failure of or under the Merger Agreement. Further, upon payment to Parent of the termination fee, in the absence of fraud by FTSI, neither FTSI nor any of its affiliates will have any further liability or obligation to Parent or Merger Sub or any of their affiliates relating to or arising out of the Merger Agreement or the transactions contemplated thereby.

If the Merger Agreement is terminated under circumstances where the termination fee is not paid by FTSI, the Merger Agreement will become void and of no effect without liability to any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the Merger Agreement, except in the case of fraud by any party or a material, knowing and intentional breach by any party, in which case such party will be fully liable for any and all liabilities and damages incurred or suffered by the other parties as a result of such failure, and provided further that FTSI shall have the right to pursue damages on behalf of FTSI stockholders (but without duplication of any damages suffered by FTSI that are indirectly suffered by FTSI stockholders as a result of their ownership of FTSI) in the event of Parent’s or Merger Sub’s material, knowing and intentional breach of the Merger Agreement.

The Merger Agreement provides that the parties will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement or to specifically enforce the performance of the terms and provisions of the Merger Agreement.

Under the DGCL, any record holder of Shares at the close of business on the record date who does not vote in favor of the Merger, and who exercises its appraisal rights and fully complies with all of the provisions of Section 262 of the DGCL (but not otherwise), will be entitled to demand and receive payment of the “fair value” as determined pursuant to Section 262 of the DGCL for all (but not less than all) of his or her Shares if the Merger is completed. See the section entitled “Appraisal Rights of Stockholders” beginning on page 88 of this proxy statement. The full text of Section 262 of the DGCL is attached to this proxy statement as Annex C.

The special meeting of FTSI’s stockholders is scheduled to be held exclusively online via live webcast on [        ] at [    ], Central Time. You will be able to attend the special meeting as well as vote during the live webcast of the meeting by visiting https://www.virtualshareholdermeeting.com/FTSI2022SM and entering the 16-digit control number that is printed on your proxy card. Stockholders will be able to listen and vote during the virtual meeting. If a stockholder has a question about one of the matters on the agenda to be voted on by the stockholders at the special meeting, such question may be submitted in advance of the meeting at www.proxyvote.com after logging in with your control number. We elected to use a virtual meeting given the current public health implications of COVID-19 (novel coronavirus).

Only holders of record of Shares at the close of business on [       ], the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof. At the close of business on the record date, [       ] shares of Class A Common Stock were issued and outstanding, approximately [       ] of which were held by FTSI’s directors and executive officers, and [       ] shares of Class B Common Stock were issued and outstanding, none of which were held by FTSI’s directors and executive officers. We currently expect that all of FTSI’s directors and executive officers will vote their Shares in favor of the proposal to approve and adopt the Merger Agreement and the other proposals to be considered at the special meeting, although no director or executive officer is obligated to do so.

The presence at the special meeting, by attendance via the virtual meeting website or by proxy, of the holders of a majority of the total voting power of all outstanding Shares entitled to vote at the special meeting will constitute a quorum. There must be a quorum for business to be conducted at the special meeting other than the proposal to approve an adjournment of the special meeting. If you submit a properly executed proxy card, even if you abstain from voting, your Shares will be counted for purposes of calculating whether a quorum is present at the special meeting. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement and will subject FTSI to additional expense.

You may cast one vote for each Share that you own at the close of business on the record date. Approval and adoption of the Merger Agreement requires the affirmative vote of the majority of the Shares outstanding at the close of business on the record date. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by FTSI to its named executive officers that is based on or otherwise relates to the Merger, assuming a quorum is present, requires the affirmative vote of the holders of a majority of the votes cast at the special meeting. The proposal to adjourn the special meeting, including if necessary to permit further solicitation of proxies, requires the affirmative vote of the holders of a majority of the votes cast at the special meeting, if a quorum is present, or a majority in voting interest of the stockholders present via the virtual meeting website or represented by proxy, if a quorum is not present.

These interests include:

each Company Stock Option (or portion thereof) held by an executive officer of FTSI that is vested (including those that vest in connection with the transaction) that is outstanding at the time of the Closing will be canceled and converted into the right to receive an amount in cash equal to the excess of the Merger Consideration over the applicable exercise price of the canceled option multiplied by the number of Shares subject to the applicable Company Stock Option;

each Company RSU held by an executive officers or director of FTSI that is vested (including those that vest in connection with the transaction) that are outstanding at the time of the Closing will be canceled and converted into the right to receive the product of the Merger Consideration and the total number of Shares subject to the applicable Company RSU;

A proposal to approve and adopt the Merger Agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement,” beginning on pages 36 and 62, respectively, of this proxy statement;

A proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by FTSI to its named executive officers that is based on or otherwise relates to the Merger, discussed under the section entitled “The Merger (Proposal 1) — Interests of FTSI’s Directors and Executive Officers in the Merger” beginning on page 54 of this proxy statement; and

A proposal to approve an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

The FTSI board of directors determined that the adoption of the Merger Agreement and consummation of the Merger are fair to and in the best interests of FTSI’s stockholders and thus recommends that you vote as follows:

“FOR” the approval and adoption of the Merger Agreement;

“FOR” the approval, on a non-binding, advisory basis, of certain compensation that will or may be paid by FTSI to its named executive officers that is based on or otherwise relates to the Merger; and

“FOR” the approval of an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to approve and adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve and adopt the Merger Agreement.

Only stockholders as of the close of business on [  ], or their duly appointed proxies, and invited guests of FTSI may attend the meeting via the virtual meeting website. “Street name” holders (those whose Shares are held through a broker, bank or other nominee) who wish to vote at the special meeting must obtain a proxy, executed in your favor, from your broker, bank or other nominee giving you the right to vote your Shares at the special meeting.

The FTSI board of directors is soliciting your proxy, and FTSI will bear the cost of soliciting proxies. MacKenzie Partners has been retained to assist with the solicitation of proxies. MacKenzie Partners will be paid a solicitation fee of approximately $25,000 and will be reimbursed for its reasonable and customary documented expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians, and other like parties to the beneficial owners of Shares, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by MacKenzie Partners or, without additional compensation, by certain of FTSI’s directors, officers and employees.

If you are a stockholder of record, there are four methods by which you may vote at the special meeting:

Whether or not you plan to attend the meeting, we urge you to vote by proxy, whether by internet, by telephone or by mail, to ensure your vote is counted. You may still attend the meeting and vote your Shares via the virtual meeting website, even if you have already voted by proxy. If you later decide to

If your Shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your proxy.

If you have questions about how to vote or change your vote, please contact MacKenzie Partners, the firm assisting us in the solicitation of proxies, toll-free at (800) 322-2885.

If your Shares are held in street name and you do not issue instructions to your broker, bank or other nominee, your broker, bank or other nominee may vote your Shares at its discretion on routine matters, but may not vote your Shares on non-routine matters. Under applicable NYSE American rules, all of the proposals in this proxy statement are non-routine matters. Accordingly, if your Shares are held in “street name” and you do not issue instructions to your broker, bank or other nominee, your Shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists.

If you fail to complete, sign, date and return your proxy card by mail, or vote via the internet, by telephone or by attendance via the virtual meeting website, it will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement, but will have no effect on the other proposals.

If you do not instruct your broker, bank or other nominee to vote your Shares, your Shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement. However, a failure to instruct your broker, bank or other nominee to vote on the non-binding proposal regarding Merger-related compensation for FTSI’s named executive officers or the proposal to adjourn the special meeting, including if necessary to solicit additional proxies for the approval and adoption of the Merger Agreement, will have no effect on the outcome of such proposals.

The Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, FTSI will be required to pay to Parent a termination fee of either $7,800,000 or $11,700,000. If Parent commences an action that results in a judgment against FTSI for the payment of the termination fee, FTSI shall pay to Parent any costs and expenses incurred by Parent or Merger Sub in connection with such action.

See the section entitled “The Merger Agreement — Termination Fee Payable by FTSI” beginning on page 83 of this proxy statement for a discussion of the circumstances under which such a termination fee will be required to be paid.

This proxy statement and the documents incorporated by reference or otherwise referred to in this proxy statement contain “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about FTSI’s ability to consummate the proposed transaction, the expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on FTSI’s businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future of FTSI based on current expectations and assumptions relating to FTSI’s business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, FTSI’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Forward-looking statements in this proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, include, among others, statements relating to:

If you are a registered holder, your virtual control number will be on your proxy card.

At the special meeting, FTSI stockholders will be asked to consider and vote on the following:

Holders of record of Class A Common Stock and Class B Common Stock are entitled to one vote for each share of Class A Common Stock and one vote for each share of Class B Common Stock they own at the close of business on the record date.

At the close of business on the record date, directors and executive officers of FTSI and their affiliates were entitled to vote [  ] shares of Class A Common Stock, or approximately [  ]% of the shares of Class A Common Stock issued and outstanding on that date, and no shares of Class B Common Stock. We currently expect that all of FTSI’s directors and executive officers will vote their Shares in favor of the proposal to approve and adopt the Merger Agreement and the other proposals to be considered at the special meeting, although no director or executive officer is obligated to do so.

To participate in the special meeting, please click on the voting link provided from your registration e-mail and enter the control number included on your proxy card or on the instructions that accompanied your proxy materials. If a stockholder has a question about one of the matters on the agenda to be voted on by the stockholders at the special meeting, such question may be submitted in advance of the meeting at www.proxyvote.com after logging in with your control number.

A representative from MacKenzie Partners will serve as the inspector of election.

Upon consummation of the Merger, (a) each Company Stock Option that is vested (including those that vest in connection with the transactions contemplated by the Merger Agreement) will be canceled and converted into the right to receive an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such canceled Company Stock Option by (ii) the number of Shares subject to such Company Stock Option immediately prior to the Effective Time and (b) each Company RSU that is vested (including those that vest in connection with the transactions contemplated by the Merger Agreement) will be canceled and converted into the right to receive solely an amount in cash equal to the product of (i) the Merger Consideration and (ii) the total number of Shares subject to such Company RSU. Additionally, upon consummation of the Merger, each Company PRSU will be deemed to vest (if at all) based on actual performance achieved as of the Effective Time with respect to the applicable performance-based vesting conditions relating to such Company PRSU and such vested number of Company PRSUs (if any) will be canceled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the total number of Shares subject to such Company PRSU that are deemed vested in accordance with the foregoing.

If, during the period between the date of the Merger Agreement and the Effective Time, the outstanding Shares are changed into a different number of shares or a different class, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of Shares or any stock dividend thereon with a record date during such period, the Merger Consideration will be appropriately adjusted.

If the Merger Agreement is not approved and adopted by FTSI stockholders holding at least a majority of the outstanding Shares entitled to vote at the special meeting (and, unless FTSI waives such condition, by a majority of the outstanding Shares entitled to vote at the special meeting other than Shares held by Parent and its affiliates) or if the Merger is not completed for any other reason, FTSI stockholders will not receive any payment for their Shares in connection with the Merger. Instead, FTSI will remain an independent public company and shares of Class A Common Stock will continue to be listed and traded on the NYSE American. In addition, if the Merger is not completed, FTSI stockholders will continue to be

Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is likely that the price of Class A Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Class A Common Stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your Shares. If the Merger Agreement is not approved and adopted by FTSI stockholders holding at least a majority of the outstanding Shares entitled to vote at the special meeting (and, unless FTSI waives such condition, by a majority of the outstanding Shares entitled to vote at the special meeting other than Shares held by Parent and its affiliates) or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to FTSI will be offered or that FTSI’s business, prospects or results of operation will not be adversely impacted.

The Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, FTSI will be required to pay to Parent a termination fee of either $7,800,000 or $11,700,000. If Parent commences an action that results in a judgment against FTSI for the payment of the termination fee, FTSI shall pay to Parent any costs and expenses incurred by Parent or Merger Sub in connection with such action.

See the section entitled “The Merger Agreement — Termination Fee Payable by FTSI” beginning on page 83 of this proxy statement for a discussion of the circumstances under which such a termination fee will be required to be paid.

The FTSI board of directors, together with members of FTSI’s senior management team, regularly reviews and assesses FTSI’s operations, performance, prospects and strategic direction. In connection therewith, and with the assistance of legal and financial advisors, the FTSI board of directors and FTSI management have considered potential strategic alternatives for FTSI, including potential business combinations or other transactions, to strengthen FTSI’s business and maximize stockholder value. In addition, from time to time, and as noted below, FTSI has received unsolicited inquiries from third parties seeking to determine FTSI’s interest in a business combination transaction.

On September 22, 2020, FTSI and certain of its affiliates filed petitions for voluntary relief under Chapter 11 of Title 11 of the United States Code. On November 19, 2020, FTSI and such affiliates emerged from bankruptcy.

In December 2020, Eugene Davis, the chairman of the FTSI board of directors, received a call from a representative of a potential strategic counterparty to a strategic transaction we refer to as Party A and on that call Mr. Davis and the representative of Party A had an informal discussion regarding a potential strategic transaction between FTSI and Party A.

On December 18, 2020, Matt Wilks, the executive chairman of Parent, delivered an unsolicited proposal to Mr. Davis, proposing a reverse merger pursuant to which Parent would be merged with and into FTSI with FTSI surviving, and the shares of Parent would be exchanged for shares of FTSI, resulting in Parent owning approximately 75% of FTSI and the current FTSI stockholders owning approximately 25% of FTSI.

In February 2021, Ducera reached out to five additional parties with respect to a potential transaction with FTSI. Two of such parties did not respond and one party expressed limited interest in continuing dialogue, but did not enter into a confidentiality agreement. On February 9, 2021, FTSI entered into an amendment to an existing confidentiality agreement with Party A with respect to a potential transaction with FTSI. Such confidentiality agreement with Party A contained customary standstill agreements, but none of those provisions currently would restrict Party A from making an unsolicited offer to participate in a potential business combination transaction with FTSI.

On February 19, 2021, FTSI entered into a confidentiality agreement with Parent pursuant to which FTSI would provide certain nonpublic information to Parent and which included certain “standstill” obligations, including an obligation of Parent not to acquire additional securities of FTSI.

Parent was provided with access to a virtual data room containing certain nonpublic information of FTSI on February 28, 2021.

On March 2, 2021, FTSI held a management presentation with Parent.

On March 4, 2021, Parent delivered a diligence request list to FTSI.

On March 6, 2021, FTSI entered into a confidentiality agreement regarding a potential strategic transaction with a potential strategic counterparty we refer to as Party C. Such confidentiality agreement with Party C contained customary standstill agreements, but none of those provisions currently would restrict Party C from making an unsolicited offer to participate in a potential business combination transaction with FTSI.

On March 8, 2021, the FTSI board of directors held a special meeting to discuss the status of discussions with potential counterparties for a strategic transaction, including Parent, Party A and Party C. At the invitation of the FTSI board of directors, members of management and representatives from Ducera, Silver Foundry and Davis Polk were also present.

Throughout March, FTSI management and Ducera and representatives of Parent continued to exchange information.

On March 17, 2021, FTSI entered into a confidentiality agreement with a potential strategic counterparty we refer to as Party B regarding a potential strategic transaction. Such confidentiality agreement with Party B contained customary standstill agreements, but none of those provisions currently would restrict Party B from making an unsolicited offer to participate in a potential business combination transaction with FTSI.

Between March 2021 and April 2021, FTSI held management presentations with Party A, Party B and Party C, and Ducera had further discussions with Party A, Party B and Party C regarding a potential transaction. Following such discussions, Party C ceased communications with FTSI regarding a potential transaction.

On April 2, 2021, Ducera requested that a potential strategic counterparty to a strategic transaction we refer to as Party D, enter into a confidentiality agreement. Party D did not respond to such request and discussions with Party D did not progress any further.

On September 9, 2021, the FTSI board of directors held a special meeting. At the invitation of the FTSI board of directors, members of management and representatives from Ducera, Silver Foundry and Davis Polk were also present. The FTSI board of directors discussed the terms of a potential counterproposal to Parent and directed Ducera to deliver the counterproposal to Parent.

On September 9, 2021, Ducera delivered the counterproposal to Mr. Wilks which provided for, among other things, a merger consideration of $27.50 per Share and a 60 day “go-shop” period that would commence if the parties entered into a definitive agreement for a strategic transaction and during which FTSI could solicit alternative acquisition proposals and pay a reduced termination fee if it were to accept a proposal for an alternative transaction.

On September 15, 2021, the FTSI board of directors held a special meeting. At the invitation of the FTSI board of directors, members of management and representatives from Ducera, Silver Foundry and Davis Polk were also present. Ducera valued the proposal at $24.63 per Share after taking into account the reduction in the consideration to be paid to FTSI stockholders as a result of the 50/50 split of the payments due to holders of Warrants. The FTSI board of directors discussed Parent’s latest proposal and the terms of a counterproposal and directed Ducera to deliver the counterproposal to Parent.

On September 15, 2021, Ducera delivered the counterproposal to Mr. Wilks providing for, among other things, a merger consideration of $27.00 per Share, the surviving company to be responsible for payments required to be made to holders of the Warrants in connection with the proposed transaction with no reduction in the consideration to be received by FTSI stockholders on account of payments due to holders of Warrants, and a termination fee of 1.5% if the agreement were terminated during the “go-shop” period and 3.0% if it were terminated after the “go-shop” period.

Later on September 15, 2021, Mr. Wilks delivered a counterproposal to Ducera providing for, among other things, a merger consideration of $25.50 per Share with no reduction in the consideration to be received by FTSI stockholders on account of payments due to holders of Warrants and a termination fee of 3.0% of the purchase price payable if the agreement were terminated during or after the “go-shop” period. On September 16, 17 and 19, 2021, Mr. Wilks and Ducera had a number of calls to further discuss the terms of such counterproposal, including the valuation of the Warrants and associated treatment in a potential transaction.

On September 20, 2021, the FTSI board of directors held a special meeting. At the invitation of the FTSI board of directors, members of management and representatives from Ducera, Silver Foundry and Davis Polk were also present. The FTSI board of directors discussed the terms and conditions of the latest proposal received from Parent and the terms of a counterproposal. The FTSI board of directors directed Ducera to deliver the counterproposal to Parent.

On September 21, 2021, Ducera delivered the counterproposal to Mr. Wilks, providing for, among other things, a merger consideration of $26.60 per Share and a termination fee of 2.0% if the agreement were terminated by FTSI during the “go-shop” period and 3.0% if terminated by FTSI after the “go-shop” period.

On October 13, 2021, Vinson & Elkins sent a revised draft of the merger agreement to Davis Polk.

On October 14, 2021, Davis Polk sent a revised draft of the merger agreement to Vinson & Elkins.

On October 15, 2021, Vinson & Elkins sent to Davis Polk a revised draft of the merger agreement.

Later that day on October 21, 2021, FTSI, Parent and Merger Sub executed the Merger Agreement, the voting and support agreement and the equity financing letter, and on October 22, 2021, FTSI issued a press release announcing the proposed transaction.

Promptly after the execution of the transaction documents, representatives of FTSI and Ducera began outreach to potential strategic counterparties to solicit and assess their interest in an alternative transaction involving FTSI in accordance with the “go-shop” provisions of the Merger Agreement.

At a meeting duly called and held on October 21, 2021, the FTSI board of directors determined, by unanimous vote, that the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, the FTSI stockholders and approved, adopted and declared advisable the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement. The FTSI board of directors also resolved that the Merger Agreement be submitted for consideration by the stockholders of FTSI at a special meeting of stockholders and to recommend that the stockholders of FTSI vote to adopt the Merger Agreement. The FTSI board of directors consulted with FTSI’s senior management and outside legal and financial advisors and considered a number of factors, including the following principal factors (not in any relative order of importance) that the FTSI board of directors believed to support its decision:

the belief of the FTSI board of directors that $26.52 per Share was Parent’s best and final offer,

the fact that FTSI’s exploration of potential strategic alternatives involved a third-party solicitation process involving the group of potentially most interested parties that FTSI and its advisors believed were capable of delivering an executable proposal, in addition to Parent, three of which, in addition to Parent, entered into confidentiality agreements with FTSI and received information related to FTSI;

current and historical market prices of the Class A Common Stock, including the market performance of the Class A Common Stock relative to other participants in FTSI’s industry and general market indices, and the fact that the Merger Consideration represented a premium of approximately 14% over FTSI’s 60-day volume-weighted average closing share price through October 21, 2021, the last trading day before the announcement of the Merger,

the fact that FTSI’s legal and financial advisors assisted FTSI throughout the process and negotiations and updated the FTSI board of directors directly and regularly, which provided the FTSI board of directors with additional perspectives on the negotiations in addition to those of FTSI’s management,

The FTSI board of directors also considered various potentially countervailing factors in its deliberations related to the Merger, including the following principal factors (not in any relative order of importance):

the fact that if the Merger is not consummated, FTSI will be required to pay its own expenses associated with the Merger Agreement,

The foregoing discussion of the information and factors considered by the FTSI board of directors is not intended to be exhaustive, but includes the material factors considered by the FTSI board of directors. The FTSI board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The FTSI board of directors based its recommendation on the totality of the information it considered.

In considering the recommendation of the FTSI board of directors with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, yours. The FTSI board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by the stockholders of FTSI. See the section entitled “The Merger (Proposal 1) — Interests of FTSI’s Directors and Executive Officers in the Merger.”

After careful consideration, the FTSI board of directors, by a unanimous vote, has approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

Ducera was retained by FTSI to act as its financial advisor in connection with the Merger. FTSI selected Ducera to act as its financial advisor based on Ducera’s qualifications, expertise, reputation and judgment, Ducera’s relationship with FTSI arising from Ducera’s financial advisory services provided to the ad hoc group of secured noteholders of FTSI in FTSI’s 2020 Chapter 11 restructuring, and Ducera’s understanding of FTSI’s business. At the October 21, 2021 meeting of the FTSI board of directors, Ducera delivered its oral opinion to the FTSI board of directors, which was subsequently confirmed in writing, to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and conditions described in such opinion, the Merger Consideration was fair, from a financial point of view, to the holders of Shares (other than Shares held by Parent or its affiliates, Shares held by FTSI as treasury stock and Shares held by any subsidiary of FTSI).

In connection with rendering its opinion, Ducera, among other things:

reviewed a draft of the Merger Agreement, dated as of October 19, 2021;

reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to FTSI prepared by FTSI and furnished to Ducera by management of FTSI;

reviewed certain non-public projected financial data relating to FTSI prepared by FTSI and furnished to Ducera by management of FTSI;

reviewed and discussed the past and current business, operations, current financial condition and financial projections of FTSI with management of FTSI (including management’s views on the amounts, timing, risks, achievability and uncertainties of attaining such projections);

reviewed the reported prices and the historical trading activity of the Class A Common Stock and compared such prices with those of securities of certain publicly traded companies which Ducera believed to be relevant;

compared the financial performance of FTSI and its stock market trading multiples with those of certain other publicly traded companies which Ducera believed to be relevant;

reviewed the financial terms, to the extent publicly available, of selected business combination transactions; and

The following is a summary of the material financial analyses presented by Ducera to the FTSI board of directors and that were used in connection with rendering the opinion described above. In accordance with customary investment banking practice, Ducera employed generally accepted valuation methods in reaching its opinion. The following is a summary of the material financial analyses utilized by Ducera. The summary does not purport to be a complete description of the financial analyses performed by Ducera, nor does the order in which the analyses are described represent the relative importance or weight given to the analyses by Ducera. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone and, in order to fully understand Ducera’s financial analyses, the tables must be read together with the full text of each summary. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Ducera’s financial analyses. Except as otherwise noted, all quantitative information, to the extent it is based on market data, is based on market data as it existed on or before October 21, 2021, and is not necessarily indicative of current market conditions.

Ducera chose the precedent transactions for purposes of this analysis because Ducera believed they represented relevant transactions in the pressure pumping industry announced in the last five years for which information was publicly available. Although none of the precedent transactions is directly comparable to the Merger, the target companies in the selected precedent transactions are such that, for the purposes of analysis, the precedent transactions may be considered similar to the Merger.

Based on the analysis of the EV/Forward EBITDA Multiple for the selected transactions, Ducera selected a range of 2.5x to 3.5x. Ducera applied this range to FTSI’s forecasted EBITDA for the fiscal year

Based on the LTM EV/EBITDA Multiple, Ducera selected a multiple range of 10.0x to 18.0x. Ducera applied this range to FTSI’s adjusted last twelve months EBITDA as of June 30, 2021, then added forecasted balance sheet cash as of December 31, 2021. This analysis implied a value per Share ranging from $12.27 to $17.16.

Based on the EV/’22E EBITDA Multiple, Ducera selected a multiple range of 3.0x to 4.0x. Ducera applied this range to FTSI’s forecasted EBITDA for the fiscal year 2022, then added forecasted balance sheet cash as of December 31, 2021. This analysis implied a value per Share ranging from $30.88 to $39.11 for Case 1 and $23.03 to $28.64 for Case 2.

No company utilized in the public peers valuation analysis is identical to FTSI. In evaluating peer companies for purposes of this analysis, Ducera made judgments and assumptions with regard to industry performance, fleet composition, general business, economic, market and financial conditions and other matters, many of which are beyond FTSI’s and Ducera’s control, such as the impact of competition on FTSI’s businesses and the industry generally, industry growth and the absence of any adverse material change in FTSI’s financial condition and prospects or the industry, or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Ducera calculated a range of equity values for FTSI common stock based on a discounted cash flow analysis to value FTSI as a standalone entity. Ducera utilized Case 1 and Case 2 financial projections, in each case as prepared and provided by management of FTSI as more fully described in the section entitled “The Merger (Proposal 1) — Projected Financial Information.”

For purposes of its discounted cash flow analysis, Ducera defined unlevered free cash flow as adjusted non-GAAP earnings before interest and taxes, adjusted for estimated taxes, depreciation and amortization, working capital changes, supply commitments and capital expenditures.

Utilizing the Projections, Ducera calculated the net present value of projected unlevered free cash flows for FTSI’s fiscal years 2022 through 2025 and calculated terminal values based on an exit adjusted EBITDA multiple ranging from 2.5x to 3.5x. These values were then discounted to present values as of December 31, 2021 at discount rates ranging from 12.0% to 18.0%, which discount rates were selected based upon an analysis of FTSI’s estimated weighted average cost of capital. Ducera also calculated the net present value of FTSI’s deferred tax assets based on projected utilization of net operating losses derived from the Projections. The projected tax benefits of the net operating losses were discounted to present value as of December 31,

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Ducera. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Ducera believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of the analyses as a whole, could create an incomplete view of the processes underlying the analyses and the opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of Ducera with respect to FTSI’s actual value. In arriving at its opinion, Ducera reviewed various financial and operational metrics for FTSI, which were made available to Ducera by or on behalf of FTSI. In arriving at its opinion, Ducera did not attribute any particular weight to any analyses or factors, except as noted above, and did not form an opinion as to whether any individual analysis or factor, considered in isolation, supported or failed to support its opinion. Rather, Ducera considered the totality of the factors and analyses performed. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by Ducera are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Ducera’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses could actually be bought or sold. None of the selected companies reviewed are identical to FTSI and none of the selected transactions reviewed were identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for the purposes of Ducera’s analysis, may be considered similar to FTSI’s operations and business, and the selected transactions were chosen because the target companies are such that, for purposes of Ducera’s analysis, the selected transactions may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to FTSI.

The terms of the Merger, including the Merger Consideration, were determined through arm’s length negotiations between FTSI and Parent and were approved by the FTSI board of directors. Although Ducera provided advice to the FTSI board of directors during the course of these negotiations, the decision to enter into the Merger Agreement was solely that of the FTSI board of directors. Ducera did not recommend any specific consideration to FTSI or that any specific amount or type of consideration constituted the only appropriate consideration for the Merger. As described in the section entitled “The Merger (Proposal 1) — FTSI’s Reasons for the Merger,” the opinion of Ducera and its presentation to the FTSI board of directors were among a number of factors taken into consideration by the FTSI board of directors in making its determination to approve the Merger Agreement and the Merger.

FTSI does not as a matter of course make public projections as to future performance or earnings beyond the current fiscal year and is especially wary of making projections for extended earnings periods given, among other reasons, the unpredictability and uncertainty of the underlying assumptions and estimates. However, in September of 2021, FTSI management prepared certain non-public projected financial data relating to FTSI in connection with the FTSI board of directors’ review of potential strategic alternatives, which we refer to as “Case 1” and “Case 2”, as described below. Case 1 assumes, among other things, an increase in active fleet size for fiscal years 2022 through 2025, which we refer to as the “forecast period,” as well as increasing EBITDA per fleet price assumptions. Case 1 also assumes FTSI maintains and replaces existing Tier 2 fleets while investing in new Tier 4 fleets. Case 2 assumes, among other things, no increase in active fleet size during the forecast period, with greater retirements of Tier 2 fleets, while focusing investments on growing Tier 4 fleets, with a lower EBITDA per fleet price assumptions relative to Case 1. Case 1 and Case 2 were prepared by FTSI management to reflect FTSI’s then-current expectations of FTSI’s financial performance for fiscal years 2022 through 2025 under the assumptions made in each scenario. FTSI management viewed Case 1 and Case 2 as equally likely.

The Projections were provided to FTSI’s financial advisor, Ducera, in connection with FTSI’s strategic review process for purposes of its financial analyses and opinion as described under “The Merger (Proposal 1) — Opinion of FTSI’s Financial Advisor.”

For the foregoing reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as necessarily predictive of actual future events, and they should not be relied on as such. FTSI does not intend to update or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date on which they were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown not to be appropriate.

In considering the recommendation of the FTSI board of directors to approve and adopt the Merger Agreement, you should be aware that some of FTSI’s directors and executive officers have interests in the Merger that are different from, or in addition to, those of FTSI’s stockholders generally. The FTSI board of directors was aware of these interests and considered them, among other matters, in evaluating the Merger Agreement, in reaching its decision to approve the Merger Agreement and in recommending to our stockholders that the Merger Agreement be approved. These interests are described and quantified below.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

As described below, the values provided below with respect to the accelerated Company RSUs, Company PRSUs and Company Stock Options are calculated using the Merger Consideration ($26.52) as the amount of cash received per share of Class A Common Stock subject to each such equity award.

a lump sum cash payment equal to 2.5 times for the Chief Executive Officer, 2 times for the Chief Operating Officer and 1.5 times for each other executive officer who is party to a Severance Agreement the sum of (i) the executive officer’s annual base salary, at the highest rate in effect during the 12 months preceding termination, but in no event less than the base salary in effect as of December 2019 and (ii) the higher of (x) the greatest annual bonus target for which the executive officer was eligible during the 12 months preceding termination or (y) the average of the executive officer’s actual annual bonus payouts for the three years preceding termination;

See “Interests of FTSI’s Directors and Executive Officers in the Merger — Golden Parachute Compensation” beginning on page 57 of this proxy statement for the estimated amounts that each of FTSI’s named executive officers would receive under his or her Severance Agreement upon a qualifying termination of employment. Based on the assumptions described above under “Interests of FTSI’s Directors and Executive Officers in the Merger — Certain Assumptions”, the estimated aggregate amounts of the severance payments (excluding amounts payable in respect of unvested Company RSUs, unvested Company PRSUs and Company Stock Options, which are discussed and quantified above under the section entitled “Treatment and Quantification of FTSI Equity Awards”) to be provided to FTSI’s two executive officers who are not named executive officers under their Severance Agreements upon a qualifying termination of employment and Transaction Bonus Agreement are as follows: Karen Thornton: $874,942; and Jared Vitemb: $142,500.

In accordance with Item 402(t) of Regulation S-K under the Securities Act, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that will or may become payable to each named executive officer of FTSI in connection with the Merger. For additional details regarding the terms of the payments and benefits described below, see the discussion above under the heading “Interests of FTSI Directors and Executive Officers in the Merger” above, which is incorporated herein.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above under “Interests of FTSI’s Directors and Executive Officers in the Merger — Certain Assumptions” and in the footnotes to the table below, and do not reflect certain compensation actions that may occur prior to completion of the Merger, including any equity award grants that may be made after the assumed date of closing of the Merger of December 17, 2021. The following table does not include any amounts that are payable to the named executive officer irrespective of the closing of the Merger. In addition, the amounts shown below do not attempt to quantify any reduction that may be required as a result of a Section 280G cutback; therefore, actual payments to the named executive officers may be less than the amounts indicated below.

FTSI’s stockholders are being asked to approve, on a non-binding, advisory basis, the compensation that will or may be paid by FTSI to these named executive officers that is based on or otherwise relates to the Merger (see the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on page 92 of this proxy statement). Because the vote

For information regarding indemnification of FTSI’s directors and executive officers, see the section entitled “The Merger Agreement — Directors’ and Officers’ Indemnification and Insurance” beginning on page 77 of this proxy statement.

In connection with the transactions contemplated by the Merger Agreement, THRC has delivered an equity financing letter to FTSI, dated as of October 21, 2021, pursuant to which, upon the terms and subject to the conditions set forth therein, THRC has committed to provide the necessary equity financing (up to a maximum of $400 million) to Parent to fund the transactions contemplated by the Merger Agreement. The transaction is not subject to a financing condition.

The total amount of funds required to pay the Merger Consideration is anticipated to be approximately $388.9 million.

For more information on Parent’s financing arrangements for the Merger, see the sections entitled “The Merger Agreement — Financing of the Merger” beginning on page 78.

The completion of the Merger is conditioned on, among other things, the expiration or termination of any waiting period applicable to the consummation of the Merger under the HSR Act. Under the terms of the Merger Agreement, Parent is required to, and is required to cause each of its subsidiaries to, take any and all steps necessary to avoid or eliminate as soon as possible each and every impediment under the HSR Act or any other applicable law so as to enable the parties to expeditiously consummate the transactions contemplated by the Merger Agreement, including the Merger, and is required to, and is required to cause each of its subsidiaries to, (i) contest or resist (including through any applicable appeals process) any action which may be instituted by any governmental authority challenging any of the transactions contemplated by the Merger Agreement, (ii) seek to have vacated, lifted, reversed, or overturned any decree, judgment, injunction, or other order relating to any applicable law, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of any of the transactions contemplated by the Merger Agreement, (iii) propose, negotiate, commit to, or agree to effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, or disposition of any assets or businesses of FTSI or its subsidiaries that is required in order to facilitate the expiration or termination of the HSR Act waiting period or to obtain any other clearance, waiver, approval, or authorization required under applicable law from any governmental authority, and (iv) otherwise take or commit to take actions that after the Closing would limit the freedom of FTSI and its subsidiaries after the Closing, with respect to, or their ability to retain, one or more businesses, product lines, or assets to the extent required in order to facilitate the expiration or termination of the HSR Act waiting period or to obtain any other clearance, waiver, approval, or authorization required under applicable law from any governmental authority; provided that Parent and its affiliates are not obligated to take any actions with respect to the assets or businesses of any person other than FTSI and its subsidiaries.

On November 4, 2021, both FTSI and Parent filed notification of the proposed Merger with the FTC and the Antitrust Division under the HSR Act. The applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern time on Monday, December 6, 2021.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The exchange of Shares for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, a “U.S. holder” ​(as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 99 of this proxy statement) whose Shares are exchanged for cash pursuant to the Merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash such U.S. holder is entitled to receive with respect to such Shares and (ii) such U.S. holder’s adjusted tax basis in such Shares. With respect to a “non-U.S. holder” ​(as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 99 of this proxy statement), the exchange of Shares for cash pursuant to the Merger generally will not result in U.S. federal income tax to such non-U.S. holder unless such non-U.S. holder has certain connections with the United States. Backup withholding may apply to the cash payment made to a U.S. holder or a non-U.S. holder pursuant to the Merger unless the holder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9 or IRS Form W-8 or applicable successor form).

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 99 of this proxy statement and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as any tax consequences to you arising under the laws of any state, local or foreign taxing jurisdiction.

Upon completion of the Merger, the Class A Common Stock currently listed on the NYSE American will cease to be listed on the NYSE American and will subsequently be deregistered under the Exchange Act.

Under the DGCL, any record holder of Shares at the close of business on the record date who does not vote in favor of the Merger, and who exercises its appraisal rights and fully complies with all of the provisions of Section 262 of the DGCL (but not otherwise), will be entitled to demand and receive payment of the “fair value” as determined pursuant to Section 262 of the DGCL for all (but not less than all) of his or her Shares if the Merger is completed. See the section entitled “Appraisal Rights of Stockholders” beginning on page 88 of this proxy statement. The full text of Section 262 of the DGCL is attached to this proxy statement as Annex C.

On December 10, 2021, FTSI received a demand letter by a purported stockholder of FTSI. The demand letter alleges, among other things, that the FTSI board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading proxy statement with the SEC. The demand letter seeks, among other things, that FTSI provide additional disclosures related to the Merger. On December 16, 2021, FTSI received a demand letter by a purported stockholder of FTSI. The demand letter alleges, among other things, that this proxy statement omits material information with respect to the Merger. The demand letter seeks, among other things, that FTSI provide additional disclosures related to the Merger. FTSI believes that the claims asserted in these demand letters are without merit and intends to defend vigorously against all claims asserted.

The organization, good standing and qualification of FTSI and its subsidiaries;

The corporate power and authority to execute, deliver and perform the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement;

Required regulatory filings and actions of governmental entities;

The absence of certain breaches, violations, defaults or consent requirements under certain contracts, organizational documents and laws, in each case arising out of the execution, delivery and performance of, and consummation of the transactions contemplated by, the Merger Agreement and assuming approval and adoption of the Merger Agreement by the holders of the majority of the outstanding Shares;

The capitalization of FTSI and its subsidiaries, including the number of outstanding shares of Class A Common Stock, shares of Class B Common Stock, preferred shares, warrants, Company Stock Options, Company RSUs and Company PRSUs;

The reports, schedules, forms, statements and other documents required to be filed with the SEC and other regulatory agencies and the accuracy of the information contained in those documents;

The financial statements of FTSI and FTSI’s internal system of disclosure controls and procedures concerning financial reporting;

The disclosure documents required to be filed with the SEC in connection with the Merger (including this proxy statement);

The absence of certain changes or events since June 30, 2021;

Compliance with laws by FTSI and its subsidiaries since November 19, 2020;

The insurance policies of FTSI and its subsidiaries;

The absence of certain litigation, actions, suits or proceedings;

Real property owned or leased by FTSI and its subsidiaries;

Ownership of or rights with respect to the intellectual property of FTSI and its subsidiaries;

The payment of taxes, the filing of tax returns and other tax matters related to FTSI and its subsidiaries;

Compensation and benefits plans, agreements and arrangements with or concerning employees of FTSI and its subsidiaries;

The corporate organization and good standing of each of Parent and Merger Sub;

None of the representations and warranties in the Merger Agreement survive the Effective Time.

Conditions generally affecting any industry in which FTSI or any of its subsidiaries operates;

Any action, suit, litigation or other proceeding arising out of, resulting from or related to the transactions contemplated by the Merger Agreement or any demand, action, suit, litigation, claim or proceeding for appraisal of any Shares pursuant to the DGCL in connection with the Merger;

Any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic) or the evolution of any measures taken in response to the COVID-19 pandemic or other restrictions that relate to, or arise out of the foregoing or any reasonable actions taken in response to the COVID-19 pandemic;

Any decrease or decline in the market price or trading volume of the Shares or any failure by FTSI to meet any projections, forecasts or revenue or earnings predictions of FTSI or of any securities analysts;

solicit, initiate, propose, encourage and facilitate any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as described below); and

engage in discussions and negotiations with, and furnish non-public information relating to FTSI and its subsidiaries and afford access to the personnel, business, properties, assets, information, work papers and books and records of FTSI and its subsidiaries to any third party in connection with an Acquisition Proposal or any inquiry, discussion, offer or request that could reasonably be expected to lead to an Acquisition Proposal.

Enter into, engage in or participate in any discussions or negotiations with, furnish any information relating to FTSI or any of its subsidiaries or afford access to the business, properties, assets, books, records, work papers and other documents related to FTSI or any of its subsidiaries to, otherwise cooperate in any way with, or assist, participate in, knowingly facilitate or knowingly encourage any effort by any third party that, to FTSI’s knowledge, is seeking to make, or has made, an Acquisition Proposal (other than to state that the terms of the Merger Agreement prohibit such discussion);

Make an adverse recommendation change (as described below) with regard to the Merger; and

Any acquisition or purchase, direct or indirect, of assets representing 20% or more of the consolidated assets of FTSI and its subsidiaries, or 20% or more of any class of equity or voting securities of FTSI or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of FTSI and its subsidiaries;

Any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any third party beneficially owning 20% or more of any class of equity or voting securities of FTSI or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of FTSI and its subsidiaries; or

A merger, consolidation, amalgamation, share exchange, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving FTSI or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of FTSI and its subsidiaries.

Prior to receipt of approval and adoption by FTSI stockholders holding at least a majority of the outstanding Shares (and, unless FTSI has waived such condition, approval and adoption by holders of a majority of the outstanding Shares other than Shares held by Parent and its affiliates) of the Merger Agreement and the transactions contemplated by the Merger Agreement, FTSI may terminate the Merger Agreement to accept a superior proposal and concurrently or immediately thereafter enter into a binding written definitive acquisition agreement providing for the consummation of a transaction for such superior proposal if immediately before or simultaneously with such termination, FTSI pays to Parent the fee required to be paid to Parent as described in the section entitled “The Merger Agreement — Termination Fee Payable by FTSI” beginning on page 83 of this proxy statement.

In addition, at any time prior to obtaining the approval and adoption by FTSI’s stockholders holding at least a majority of the outstanding Shares (and, unless FTSI has waived such condition, the approval and adoption by holders of a majority of the outstanding Shares other than those held by Parent and its affiliates) of the Merger Agreement and the transactions contemplated by the Merger Agreement, the FTSI board of directors is permitted to effect an adverse recommendation change in response to an “intervening event” if the FTSI board of directors determines in good faith, after consultation with its outside legal counsel that the failure to take such action would be inconsistent with its fiduciary duties under Delaware law; provided that:

Nothing in the Merger Agreement prevents FTSI or the FTSI board of directors from:

FTSI and its subsidiaries meeting or exceeding any internal or published budgets, projections, forecasts or predictions of financial performance for any period,

changes in the market price or trading volume of the Shares or any change in credit rating, in and of itself, or

the receipt, existence or terms of any Acquisition Proposal or any inquiry, offer, request or proposal that would reasonably be expected to lead to an Acquisition Proposal.

Notwithstanding the foregoing, FTSI or any of its subsidiaries will not be required to:

take any action in respect of the financing or an offering to the extent that such action would cause any closing condition to fail to be satisfied by the End Date or the Effective Time, as applicable, or otherwise result in a breach of the Merger Agreement by FTSI;

FTSI will not be in breach of the Merger Agreement because of the failure to deliver any financial or other information that is not currently readily available to FTSI on the date of the Merger Agreement or is not otherwise prepared in the ordinary course of business of FTSI at the time requested by Parent or for the failure to obtain any comfort with respect to, or review of, any financial or other information by its accountants. Whether or not the closing of the Merger occurs, Parent will indemnify and hold harmless FTSI, each subsidiary thereof, and each of their respective representatives and affiliates from and against any and all liabilities or losses suffered or incurred by them in connection with the arrangement of the financing or any offering, any cooperation provided pursuant to the foregoing, and any information utilized in connection therewith. Additionally, if the Merger Agreement is terminated by FTSI under certain circumstances, Parent will, promptly upon written request by FTSI or any of its subsidiaries, reimburse such party for all reasonable and documented out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with complying with the financing cooperation obligations described above.

No injunction or other order or decree issued by a court of competent jurisdiction in the United States that (i) prohibits or makes illegal consummation of the Merger or (ii) enjoins FTSI, Parent or Merger Sub from consummating the Merger being in effect;

The obligations of Parent and Merger Sub to consummate the Merger are also subject to the satisfaction of the following conditions:

Certain of FTSI’s representations and warranties relating to corporate existence and power, corporate authorization, governmental authorization, non-contravention, certain representations relating to capitalization of FTSI, finders’ fees, the receipt of the opinion of FTSI’s financial advisor, and antitakeover statutes being true and correct in all material respects (except to the extent such representations and warranties are qualified by “Company Material Adverse Effect” or “materiality”, in which case such representations shall be true and correct in all respects) at and as of the Effective Time as if made at and as of the Effective Time (except to the extent that any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period);

The representations and warranties of Parent and Merger Sub set forth in the Merger Agreement being true and correct (disregarding for this purpose all “Parent Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) at and as of the Effective Time as if made at and as of the Effective Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;

The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of the Merger Agreement by FTSI stockholders):