Feb 02, 2026 (MarketLine via COMTEX) --
Liberty Energy Inc. said it intends to privately offer $500 million of convertible senior notes due 2031 to qualified institutional buyers under Rule 144A, and expects to grant initial purchasers an option to buy up to an additional $50 million.
Liberty Energy Inc. (NYSE: LBRT) ("Liberty") today announced that it proposes to offer $500 million aggregate principal amount of convertible senior notes due 2031 (the "Notes"), subject to market conditions and other factors, in a private offering (the "Notes Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Liberty also intends to grant the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $50.0 million aggregate principal amount of the Notes (the "Initial Purchaser Option").
The Notes will be general unsecured, senior obligations of Liberty and will accrue interest payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026. The Notes will mature on March 1, 2031, unless earlier converted, redeemed or repurchased. At any time prior to the close of business on the business day immediately preceding December 1, 2030, the Notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time irrespective of the foregoing conditions. Upon conversion, Liberty will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Liberty's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), or a combination of cash and shares of Class A Common Stock, at the election of Liberty, in respect of the remainder, if any, of Liberty's conversion obligation in excess of the aggregate principal amount of the Notes being converted. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Notes Offering.
Liberty may redeem for cash all or any portion of the Notes, at its option, on or after March 1, 2029 and before the 21st scheduled trading day immediately preceding the maturity date if the last reported sale price of the Class A Common Stock has been at least 130% of the conversion price of the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding on the date on which Liberty provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
Liberty intends to use the net proceeds from the Notes Offering (i) to fund the cost of entering into the Capped Call Transactions, as described and defined below, (ii) to repay indebtedness outstanding under the Credit Agreement, effective as of July 24, 2025, between certain subsidiaries of Liberty, as borrowers, Liberty, as parent guarantor, J.P. Morgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger, and certain other lenders party thereto and (iii) to use the remaining amount for general corporate purposes. If the initial purchasers exercise their Initial Purchaser Option, Liberty expects to enter into additional Capped Call Transactions with the Option Counterparties (as defined below) and to use the remainder of such net proceeds for general corporate purposes, which may include repayments, redemptions or repurchases of additional outstanding indebtedness.
In connection with the pricing of the Notes, Liberty expects to enter into privately negotiated capped call transactions relating to the Notes (the "Capped Call Transactions") with one or more of the initial purchasers or their respective affiliates (the "Option Counterparties"). The Capped Call Transactions will cover, subject to anti-dilution adjustments, the number of shares of Class A Common Stock that will initially underlie the Notes.
The Capped Call Transactions are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of any Notes and/or offset any cash payments Liberty is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the Capped Call Transactions, the Option Counterparties may enter into various derivative transactions with respect to the Class A Common Stock and/or purchase the Class A Common Stock in secondary market transactions concurrently with or shortly after the pricing of the Notes, including with or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Class A Common Stock or the Notes at that time.
In addition, the Option Counterparties may modify or unwind their hedge positions by entering into or unwinding various derivative transactions with respect to the Class A Common Stock and/or purchasing or selling the Class A Common Stock or other securities of Liberty in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so on each exercise date for the Capped Call Transactions or following any termination of any portion of the Capped Call Transactions in connection with any repurchase, redemption or early conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A Common Stock or the Notes, which could affect a noteholder's ability to convert the Notes, and, to the extent the activity occurs following conversion or during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of such Notes.
Neither the Notes, nor any shares of Class A Common Stock issuable upon conversion of the Notes, have been, nor will be registered under the Securities Act or any state securities laws, and unless so registered, such securities may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
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COMTEX_473218088/2227/2026-02-09T16:08:47
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