---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-274562"
form_type: "8-K"
ticker: "ACDC"
cik: "0001881487"
company_name: "ProFrac Holding Corp."
filed_at: "2022-11-01T23:59:59+00:00"
generated_at: "2026-06-22T19:26:15.024695+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# ProFrac closes US Well Services acquisition; 12.9M shares issued, ~$270M equity value

## Summary
- Equity consideration ~$270M, 12.9M shares; cash used to retire ~$170M USWS debt, plus $22M prepayment penalties.
- ABL credit facility increased from $200M to $280M; ~$164M borrowed to fund acquisition.
- Acquisition makes ProFrac the largest electric frac provider with 12 electric fleets and over 13 Tier IV dual fuel fleets.
- USWS warrants assumed; Term C Loan warrants purchased for ~$2.6M and canceled.

## SEC filing metadata
- accession: 0001193125-22-274562
- form_type: 8-K
- ticker: ACDC
- cik: 0001881487
- company_name: ProFrac Holding Corp.
- filed_at: 2022-11-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1881487/000119312522274562/0001193125-22-274562-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1881487/000119312522274562/d377878d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-274562
- JSON: https://secwatch.observer/filing/0001193125-22-274562.json
- Plain text: https://secwatch.observer/filing/0001193125-22-274562.txt

## Key facts
- Debt Financings
  ProFrac Holding Corp. incurred revolving credit of approximately $164 million with JPMorgan Chase Bank, N.A., as agent, and the lenders.
  - Instrument: revolving credit
  - Principal: approximately $164 million
  - Counterparty: JPMorgan Chase Bank, N.A., as agent, and the lenders
  - Event: incurrence
  source text: In connection with the Merger, the ABL Borrower borrowed approximately $164 million under the Amended Credit Facility.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881487/000119312522274562/0001193125-22-274562-index.htm
- M&A Transactions
  ProFrac Holding Corp. completed an acquisition involving U.S. Well Services, Inc. for approximately $270 million (closed 2022-11-01).
  - Action: acquisition
  - Counterparty: U.S. Well Services, Inc.
  - Consideration: approximately $270 million
  - Closing: 2022-11-01
  source text: Material Relationship The value of the aggregate equity issued in connection with the Merger, based on the PFHC Common Stock 10-day VWAP as of October 31, 2022, is 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881487/000119312522274562/0001193125-22-274562-index.htm
- Material Agreements
  ProFrac Holding Corp. amended amendment to each warrant agreement governing Rollover Warrants.
  - Action: amendment
  - Agreement: merger
  source text: Prior to the Effective Time, ProFrac executed an amendment to each warrant agreement that governed each SPAC Warrant, Series A Warrant, Placement Agent Warrant and RDO Warrant (as such terms are defined in the Merger Agreement) (collectively, the “Rollover Warrants ”) to assume each Rollover Warrant as of the Effective Time in accordance with the terms thereof and the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881487/000119312522274562/0001193125-22-274562-index.htm
- Material Agreements
  ProFrac Holding Corp. amended Second Amendment, Consent and Limited Waiver to Term Loan Credit Agreement with Piper Sandler Finance LLC, as agent and collateral agent for the lenders (effective 2022-11-01).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Piper Sandler Finance LLC, as agent and collateral agent for the lenders
  - Effective: 2022-11-01
  source text: On November 1, 2022, ProFrac entered into the Second Amendment, Consent and Limited Waiver to Term Loan Credit Agreement (the Term Loan Agreement as amended by the Second Amendment, Consent and Limited Waiver to Term Loan Credit Agreement, the “ Amended Term Loan Agreement ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881487/000119312522274562/0001193125-22-274562-index.htm
- Material Agreements
  ProFrac Holding Corp. amended Second Amendment to the ABL Credit Facility with JPMorgan Chase Bank, N.A., as the agent, the collateral agent and the swingline lender valued at $200,000,000 to $280,000,000 (effective 2022-11-01).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: JPMorgan Chase Bank, N.A., as the agent, the collateral agent and the swingline lender
  - Value: $200,000,000 to $280,000,000
  - Effective: 2022-11-01
  source text: On November 1, 2022, ProFrac entered into the Second Amendment to the ABL Credit Facility (the ABL Credit Facility as amended by the Second Amendment to the ABL Credit Facility, the “ Amended Credit Facility ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1881487/000119312522274562/0001193125-22-274562-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.