Liberty Energy Inc. (NYSE: LBRT) announced a proposed private offering of $450 million in convertible senior notes due 2032, according to a company statement.

The Denver-based energy services company plans to offer the notes to qualified institutional buyers under Rule 144A of the Securities Act. Liberty also intends to grant initial purchasers an option to purchase up to an additional $50 million in notes within 13 days of the initial issuance.

The notes will be unsecured senior obligations with semiannual interest payments on March 1 and September 1 each year, beginning September 1, 2026. The notes mature March 1, 2032, unless converted, redeemed or repurchased earlier.

Holders may convert the notes under certain conditions before December 1, 2031, and at any time thereafter until two trading days before maturity. Upon conversion, Liberty will pay cash up to the principal amount and may pay the remainder in cash, Class A common stock, or a combination of both.

Liberty may redeem the notes starting March 1, 2029, if its Class A common stock trades at least 130% of the conversion price for 20 trading days within any 30-day period. The redemption price would equal 100% of principal plus accrued interest.

The company plans to use net proceeds to fund capped call transactions related to the notes, with remaining funds for general corporate purposes. These transactions are designed to reduce potential dilution from note conversions.

Liberty also expects to enter into capped call transactions with initial purchasers or affiliates and other financial institutions. These counterparties may purchase Class A common stock or enter derivative transactions during and after the offering, which could affect the stock price and note values.