Liberty Energy Inc. (NYSE:LBRT) experienced a 3.3% decline in premarket trading Tuesday following an announcement that the company intends to sell $500 million in convertible senior notes due 2031.
The offering, which the company said is being made available to qualified institutional buyers, carries an initial purchasers' option to acquire up to an additional $50 million of notes if exercised within 13 days after issuance. Liberty described the notes as senior unsecured obligations that will pay interest on a semiannual basis, with interest payments set to begin in September 2026 and the principal scheduled to mature in March 2031.
Under the terms disclosed, holders may convert the notes into cash, shares of the company's Class A common stock, or a combination of cash and shares, at Liberty's election. To mitigate the potential dilutive effect of conversions, Liberty said it plans to enter into capped call transactions with the initial purchasers or their affiliates. The company noted that such capped calls could involve derivative trading and purchases of shares, and that those activities could affect the company's share price.
Liberty outlined intended uses for net proceeds from the offering: to fund the capped call transactions, repay outstanding indebtedness, and for general corporate purposes. The company emphasized that neither the notes nor any shares that could be issued upon conversion have been registered under the Securities Act; as a result, these securities may not be offered or sold in the United States without registration or an applicable exemption.
The announcement and the accompanying capital markets transaction details preceded the observed premarket decline in the company's stock. Beyond the terms provided, the company did not offer additional information on pricing, interest rates, or the precise timing for closing the offering in the disclosure.
Clear summary: Liberty Energy plans a $500 million convertible senior note offering due 2031, with a $50 million option for initial purchasers. The unsecured notes will start paying semiannual interest in September 2026 and mature in March 2031. Proceeds will fund capped call transactions, repay debt, and support general corporate needs. Notes are convertible into cash, Class A shares, or both, and neither the notes nor conversion shares are registered for public resale in the U.S.