8-K
filed November 7, 2022, 6:59 PM ET
CIK 0001670349
M&A
confidence high
sentiment neutral
materiality 0.75
U.S. WELL SERVICES HOLDINGS, LLC: M&A transaction — USWS merger with ProFrac closed; shareholders get 0.3366 PFHC shares; stock delisted
U.S. WELL SERVICES HOLDINGS, LLC
- Merger effective Nov 1, 2022; each USWS share converted into 0.3366 shares of ProFrac Class A common stock.
- Aggregate equity consideration ~$270M; ProFrac retired ~$170M USWS debt and paid ~$22M prepayment penalties.
- USWS Common Stock (USWS) and Warrants (USWSW) delisted from NASDAQ; deregistration under Section 12(b) requested.
- Post-merger, USWS Inc. converted to LLC named U.S. Well Services Holdings, wholly owned by ProFrac; new management appointed.
- Master Reorganization Agreement transfers USWS assets and contracts to ProFrac Manufacturing and ProFrac Services.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Willette was appointed as Secretary at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- became
- Role
- Secretary
Exact text from the filing
Matthew D. Wilks, Lance Turner and Robert Willette became the President, Chief Financial Officer and Secretary of USWS Holdings LLC, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Willette was appointed as Chief Legal Officer at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- became
- Role
- Chief Legal Officer
Exact text from the filing
Ladd Wilks, Lance Turner, Coy Randle and Robert Willette became the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer and Chief Legal Officer of the Surviving Company, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Coy Randle was appointed as Chief Operations Officer at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- became
- Role
- Chief Operations Officer
Exact text from the filing
Ladd Wilks, Lance Turner, Coy Randle and Robert Willette became the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer and Chief Legal Officer of the Surviving Company, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lance Turner was appointed as Chief Financial Officer and Secretary at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- became
- Role
- Chief Financial Officer and Secretary
Exact text from the filing
Matthew D. Wilks, Lance Turner and Robert Willette became the President, Chief Financial Officer and Secretary of USWS Holdings LLC, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lance Turner was appointed as Chief Financial Officer at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- became
- Role
- Chief Financial Officer
Exact text from the filing
Ladd Wilks, Lance Turner, Coy Randle and Robert Willette became the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer and Chief Legal Officer of the Surviving Company, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lance Turner departed as Chief Financial Officer at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- ceased
- Role
- Chief Financial Officer
Exact text from the filing
the Surviving Company Officers ceased to be officers of the Surviving Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Willette departed as Chief Legal Officer at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- ceased
- Role
- Chief Legal Officer
Exact text from the filing
the Surviving Company Officers ceased to be officers of the Surviving Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew D. Wilks was appointed as President at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- became
- Role
- President
Exact text from the filing
Matthew D. Wilks, Lance Turner and Robert Willette became the President, Chief Financial Officer and Secretary of USWS Holdings LLC, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew D. Wilks was appointed as director at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- became
- Role
- director
Exact text from the filing
Matthew D. Wilks became the sole director of the Surviving Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ladd Wilks departed as Chief Executive Officer at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- ceased
- Role
- Chief Executive Officer
Exact text from the filing
the Surviving Company Officers ceased to be officers of the Surviving Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ladd Wilks was appointed as Chief Executive Officer at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- became
- Role
- Chief Executive Officer
Exact text from the filing
Ladd Wilks, Lance Turner, Coy Randle and Robert Willette became the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer and Chief Legal Officer of the Surviving Company, respectively
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Coy Randle departed as Chief Operations Officer at U.S. WELL SERVICES HOLDINGS, LLC.
- Action
- ceased
- Role
- Chief Operations Officer
Exact text from the filing
the Surviving Company Officers ceased to be officers of the Surviving Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
U.S. WELL SERVICES HOLDINGS, LLC underwent a change of control involving ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc. for approximately $270 million (closed 2022-11-01).
- Action
- change of control
- Counterparty
- ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc.
- Consideration
- approximately $270 million
- Closing
- 2022-11-01
Exact text from the filing
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 Inc. debt, leaving approximately $35 million of various forms of equipment related financing
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
U.S. WELL SERVICES HOLDINGS, LLC entered into Master Reorganization Agreement with ProFrac Manufacturing, LLC.
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- ProFrac Manufacturing, LLC
Exact text from the filing
USWS Holdings LLC entered into that certain Master Reorganization Agreement by and among USWS Holdings LLC, ProFrac Manufacturing, LLC, ProFrac Services, LLC, USWS Holdings LLC, U.S. Well Services, LLC, USWS Fleet 10, LLC and USWS Fleet 11, LLC (the “ Reorganization Agreement ”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
U.S. WELL SERVICES HOLDINGS, LLC entered into Limited Liability Company Agreement of USWS Holdings LLC with ProFrac Holdings II, LLC.
- Action
- entry
- Counterparty
- ProFrac Holdings II, LLC
Exact text from the filing
USWS Holdings LLC and ProFrac Holdings II, its sole member, entered into the Limited Liability Company Agreement of USWS Holdings LLC (the “ LLC Agreement ”)
View on SEC.gov
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