--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-279233" form_type: "8-K" ticker: null cik: "0001670349" company_name: "U.S. WELL SERVICES HOLDINGS, LLC" filed_at: "2022-11-07T23:59:59+00:00" generated_at: "2026-06-22T05:32:09.954824+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # USWS merger with ProFrac closed; shareholders get 0.3366 PFHC shares; stock delisted ## Summary - 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. ## SEC filing metadata - accession: 0001193125-22-279233 - form_type: 8-K - cik: 0001670349 - company_name: U.S. WELL SERVICES HOLDINGS, LLC - filed_at: 2022-11-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/d399429d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-279233 - JSON: https://secwatch.observer/filing/0001193125-22-279233.json - Plain text: https://secwatch.observer/filing/0001193125-22-279233.txt ## Key facts - Executive change Robert Willette was appointed as Secretary at U.S. WELL SERVICES HOLDINGS, LLC. - Action: became - Role: Secretary source text: Matthew D. Wilks, Lance Turner and Robert Willette became the President, Chief Financial Officer and Secretary of USWS Holdings LLC, respectively evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Robert Willette was appointed as Chief Legal Officer at U.S. WELL SERVICES HOLDINGS, LLC. - Action: became - Role: Chief Legal Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Coy Randle was appointed as Chief Operations Officer at U.S. WELL SERVICES HOLDINGS, LLC. - Action: became - Role: Chief Operations Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change 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 source text: Matthew D. Wilks, Lance Turner and Robert Willette became the President, Chief Financial Officer and Secretary of USWS Holdings LLC, respectively evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Lance Turner was appointed as Chief Financial Officer at U.S. WELL SERVICES HOLDINGS, LLC. - Action: became - Role: Chief Financial Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Lance Turner departed as Chief Financial Officer at U.S. WELL SERVICES HOLDINGS, LLC. - Action: ceased - Role: Chief Financial Officer source text: the Surviving Company Officers ceased to be officers of the Surviving Company evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Robert Willette departed as Chief Legal Officer at U.S. WELL SERVICES HOLDINGS, LLC. - Action: ceased - Role: Chief Legal Officer source text: the Surviving Company Officers ceased to be officers of the Surviving Company evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Matthew D. Wilks was appointed as President at U.S. WELL SERVICES HOLDINGS, LLC. - Action: became - Role: President source text: Matthew D. Wilks, Lance Turner and Robert Willette became the President, Chief Financial Officer and Secretary of USWS Holdings LLC, respectively evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Matthew D. Wilks was appointed as director at U.S. WELL SERVICES HOLDINGS, LLC. - Action: became - Role: director source text: Matthew D. Wilks became the sole director of the Surviving Company evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Ladd Wilks departed as Chief Executive Officer at U.S. WELL SERVICES HOLDINGS, LLC. - Action: ceased - Role: Chief Executive Officer source text: the Surviving Company Officers ceased to be officers of the Surviving Company evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Ladd Wilks was appointed as Chief Executive Officer at U.S. WELL SERVICES HOLDINGS, LLC. - Action: became - Role: Chief Executive Officer source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Executive change Coy Randle departed as Chief Operations Officer at U.S. WELL SERVICES HOLDINGS, LLC. - Action: ceased - Role: Chief Operations Officer source text: the Surviving Company Officers ceased to be officers of the Surviving Company evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - M&A Transactions 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 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 Inc. debt, leaving approximately $35 million of various forms of equipment related financing evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Material Agreements U.S. WELL SERVICES HOLDINGS, LLC entered into Master Reorganization Agreement with ProFrac Manufacturing, LLC. - Action: entry - Agreement: asset purchase - Counterparty: ProFrac Manufacturing, LLC source text: 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 ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm - Material Agreements 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 source text: USWS Holdings LLC and ProFrac Holdings II, its sole member, entered into the Limited Liability Company Agreement of USWS Holdings LLC (the “ LLC Agreement ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1670349/000119312522279233/0001193125-22-279233-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.