Via EDGAR
April 19, 2017
Loan Lauren P. Nguyen
Legal Branch Chief
Office of Natural Resources
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Liberty Oilfield Services Inc. |
| Registration Statement on FormS-1 |
| File No.:333-216050 |
Ladies and Gentlemen:
Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), Liberty Oilfield Services Inc. (the “Company,” “we,” “us” or “our”) hereby confidentially submits its currently expected offering terms of the initial public offering (the “Offering”) of its Class A common stock, par value $0.01 per share (the “Common Stock”), including the bona fide price range pursuant to Item 503(b)(3) of RegulationS-K, the number of shares of Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Common Stock to be outstanding after the Offering. The Company expects that these pricing terms will be included in a future amendment to the Registration Statement on FormS-1, FileNo. 333-216050 (the “Registration Statement”).
The Offering terms are a bona fide estimate of the range of the minimum and maximum offering price and the maximum number of securities to be offered as of April 19, 2017. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.
The Company proposes to price the Offering with a bona fide price range of $17.00 to $20.00 per share of Common Stock, with a midpoint of $18.50 per share. In the Offering, the Company proposes to sell up to 20,825,498 shares of Common Stock. The selling shareholders propose to sell up to 796,124 shares of Common Stock. The Company and the selling shareholders have granted the underwriters a30-day option to purchase up to an aggregate of 3,243,243 additional shares of Common Stock to cover over-allotments. As discussed with members of the Staff, this range is initially being provided for your consideration by correspondence due to the Company’s and the underwriters’ concern regarding providing such information in advance of the launch of the Offering given recent market volatility, as well as
our desire to provide all information necessary for the Staff to complete its review on a timely basis.
Additionally, the Company is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the offering terms set forth herein. These marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.
Please direct any questions that you have with respect to the foregoing to David Oelman and E. Ramey Layne of Vinson & Elkins L.L.P. at (713)758-3708 and (713)758-4629, respectively.
Very truly yours,
LIBERTY OILFIELD SERVICES INC.
By: /s/ Michael Stock
Name: Michael Stock
Title: Chief Financial Officer
Enclosures
| cc: | Christopher A. Wright, Chief Executive Officer |
| David P. Oelman, Vinson & Elkins L.L.P. |
| E. Ramey Layne, Vinson & Elkins L.L.P. |
| Joshua Davidson, Baker Botts L.L.P. |
| Troy Reisner, Deloitte & Touche LLP |
| Doug Reeb, EKS&H LLLP |