Business
ProFrac Holding Corp. Closes on U.S. Well Services, Inc. Acquisition
ProFrac becomes the largest provider of electric frac services with 12 electric fleets WILLOW PARK, Texas, Nov. 1, 2022 /PRNewswire/ -- ProFrac Holding Corp.
About this update from Profrac Holding Corp.
[{"type":"text","content":"ProFrac becomes the largest provider of electric frac services with 12 electric fleets\nWILLOW PARK, Texas, Nov. 1, 2022 /PRNewswire/ -- ProFrac Holding Corp. (NASDAQ: PFHC) (\"ProFrac\" or the \"Company\") announced today that it has closed on its acquisition of U.S. Well Services, Inc. (NASDAQ: USWS) (\"USWS\") in a stock-for-stock merger transaction. As a result of this transaction, ProFrac issued an aggregate of approximately 12.9 million shares of the Company's Class A Common Stock to holders of USWS Class A Common Stock, USWS Series A Preferred Stock, USWS Equity Linked Convertible Notes, and USWS equity awards. The equity issued, based on the ProFrac Class A Common Stock 10-day VWAP as of October 31, 2022, would be approximately $270 million. In addition, ProFrac is using cash to retire approximately $170 million of USWS debt, leaving approximately $35 million of various forms of equipment related financing outstanding.\nMatt Wilks, ProFrac's Executive Chairman, commented, \"ProFrac has created a market leader in NextGen frac solutions with an expected 44 active fleets by the first quarter of 2023, including 12 electric fleets and over 13 Tier IV dual fuel fleets. This acquisition of U.S. Well Services solidifies ProFrac's position as the industry leader in electric hydraulic fracturing, which we believe represents the future of the industry.\"\nLadd Wilks, ProFrac's Chief Executive Officer, added, \"We are excited to welcome the U.S. Well Services team to the ProFrac family. We are eager to leverage our scale and capabilities along with our Clean Fleet® technology and we intend to make ProFrac THE electric fleet provider in the U.S.\"\nTransaction Details\nAt the effective time of the merger, each share of USWS Class A Common Stock was converted automatically into the right to receive 0.3366 (the \"Exchange Ratio\") shares of ProFrac Class A Common Stock. Immediately prior to the effective time of the merger, each holder of USWS Series A Preferred Stock had the option of converting such stock into shares of USWS Class A Common Stock at a conversion ratio stipulated in the merger agreement, and any shares of USWS Series A Preferred Stock not so converted were automatically converted into shares of USWS Class A Common Stock at the then-effective conversion rate as calculated pursuant to USWS' organizational documents. In a...