Liberty Energy (NYSE: LBRT) clears up to $600M bridge debt and doubles convert basket

Rhea-AI Filing Summary

Liberty Energy Inc. amended its existing revolving credit agreement to allow additional short-term and convertible financing. The credit facility continues to provide revolving commitments of $750.0 million, subject to borrowing base limits tied to eligible receivables and inventory.

The amendment permits new bridge loan debt of up to $600,000,000 incurred on or before June 30, 2026, maturing no later than 365 days after incurrence, and allows related liens within set limits. It also doubles the basket for permitted convertible debt from $300,000,000 to $600,000,000 and adds a springing maturity so the revolving facility would mature 91 days before any outstanding permitted bridge debt.

Insights

Capital structure and credit analyst

Amendment increases Liberty Energy’s flexibility to add up to $600 million of short-term and more convertible debt.

The amendment keeps the existing $750.0 million revolving credit facility in place while layering in new options. Liberty Energy may now incur up to $600,000,000 in bridge indebtedness by June 30, 2026, with a maximum 365-day maturity and permitted securing liens under defined limits.

The basket for permitted convertible indebtedness rises from $300,000,000 to $600,000,000, signaling capacity for more potentially equity-linked financing. A springing maturity brings the revolver due 91 days before any permitted bridge debt matures, which helps protect revolving lenders and may influence how and when the company uses the new bridge capacity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 3, 2026

LIBERTY ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38081

81-4891595

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

950 17th Street, Suite 2400

Denver, Colorado 80202

(Address and Zip Code of Principal Executive Offices)

(303) 515-2800

(Registrant’s Telephone Number, Including Area Code)

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

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

LBRT

New York Stock Exchange

NYSE Texas

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

Emerging growth company  ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, Liberty Energy Inc. (the “Company”) is party to that certain credit agreement, effective July 24, 2025, by and among Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment Technologies LLC, Proppant Express Solutions, LLC and Liberty Wholesale Commodities LLC, as borrowers (the “Borrowers”), the Company, as parent guarantor, and JPMorgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger, and certain other lenders party thereto (as amended, the “Credit Agreement”). Among other things, the Credit Agreement provides for a revolving credit facility with initial revolving commitments of $750.0 million, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory (the “Revolving Credit Facility”).

On February 3, 2026, the Company entered into the First Amendment to the Credit Agreement (the “Amendment”), which amends certain terms, provisions and covenants of the Credit Agreement, to, among other things: (i) permit the incurrence of new bridge loan indebtedness in an aggregate principal amount not to exceed $600,000,000 (“Permitted Bridge Indebtedness”), which must be incurred on or prior to June 30, 2026 and have a scheduled maturity date not later than 365 days from the date of incurrence, (ii) subject to certain limitations and requirements, permit liens securing the Permitted Bridge Indebtedness, (iii) increase the basket for permitted convertible indebtedness from $300,000,000 to $600,000,000, and (iv) amend the maturity date of the Revolving Credit Facility to provide that such maturity date will be accelerated to the date that is 91 days prior to the stated maturity of any outstanding Permitted Bridge Indebtedness if such Permitted Bridge Indebtedness is still outstanding on such date. Except as modified by the Amendment, the terms of the Credit Agreement remain the same.

The lenders that are parties to the Credit Agreement and their respective affiliates are full-service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates have provided, and may in the future provide, certain of these services to the Company and its subsidiaries and to persons and entities with relationships with the Company and its subsidiaries, for which they received or will receive customary fees and expenses.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Amendment set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits.

Exhibit No.						Description
10.1						First Amendment to Credit Agreement, dated February 3, 2026, by and among Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment Technologies LLC, Proppant Express Solutions, LLC, and Liberty Wholesale Commodities LLC, as borrowers, Liberty Energy Inc., as parent guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and certain other lenders party thereto.
104						Cover Page Interactive Data File (embedded within the inline XBRL Document).

SIGNATURE

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

 

LIBERTY ENERGY INC.

Dated: February 3, 2026

By:

/s/ R. Sean Elliott

R. Sean Elliott

Chief Legal Officer and Corporate Secretary

FAQ

What did Liberty Energy (LBRT) change in its credit agreement?

Liberty Energy amended its credit agreement to permit up to $600,000,000 in new bridge indebtedness and to increase the basket for permitted convertible debt from $300,000,000 to $600,000,000, while keeping the existing $750.0 million revolving credit facility in place.

How large is Liberty Energy’s revolving credit facility under the amended agreement?

The credit agreement continues to provide a revolving credit facility with initial revolving commitments of $750.0 million, subject to borrowing base limitations based on a percentage of eligible accounts receivable and inventory, giving Liberty Energy substantial committed liquidity tied to its working capital assets.

What are the key terms of Liberty Energy’s new permitted bridge indebtedness?

The amendment allows Liberty Energy to incur up to $600,000,000 of permitted bridge indebtedness, provided it is incurred on or before June 30, 2026 and has a scheduled maturity date no later than 365 days from the date the bridge debt is incurred, with related liens allowed under conditions.

How did Liberty Energy change its permitted convertible debt capacity?

Liberty Energy increased its basket for permitted convertible indebtedness from $300,000,000 to $600,000,000. This higher limit gives the company more room to use convertible instruments, which combine debt features with potential equity conversion, within the constraints of the amended credit agreement.

How does the amendment affect the maturity of Liberty Energy’s revolving credit facility?

The amendment adds a springing maturity feature. If any permitted bridge indebtedness remains outstanding, the revolving credit facility’s maturity date will be accelerated to the date that is 91 days before the stated maturity of that bridge debt, aligning lender protections with short-term borrowings.

Who are the main financial institutions involved in Liberty Energy’s amended credit facility?

JPMorgan Chase Bank, N.A. serves as administrative agent, sole bookrunner, and joint lead arranger under the credit agreement, with certain other lenders also participating. These full-service financial institutions provide various banking and financial services to Liberty Energy and its subsidiaries for customary fees and expenses.