News Alert: Matlin & Partners Announces Combination with U.S. Well Services, LLC

FSAC

News Alert: Matlin & Partners Announces Combination with U.S. Well Services, LLC

Jul 16, 2018 INTEL by SPACInsider

Matlin & Partners and U.S. Well Services to Combine for a Total Enterprise Value of $588 Million

Matlin & Partners Acquisition Corp. (“MPAC”), announced this morning it has entered into a merger and contribution agreement with U.S. Well Services, LLC (“USWS”’), a  technology-oriented oilfield service company focused exclusively on hydraulic fracturing services for the oil and gas industry.  The transaction values USWS at 2.6x 2019 projected adjusted EBITDA, implying a discount of 32% to publicly traded peers.

Current cash held in trust is $327.2 million and MPAC is estimating cash at closing will be $329 with accrued interest.  Read below for additional transaction details.

The conference call to discuss the proposed business combination is being held today, at 11:00 a.m. Eastern time Dial: (866) 610-1072 and refer to audience passcode 6498027.

A replay will be available until July 30th:  dial (800) 585-8367 and reference audience passcode 6498027.


TRANSACTION DETAILS

CONSIDERATION

  • Existing USWS equity owners receive rollover equity consideration equivalent to ~34% of the pro forma combined company
  • Cash held in Trust – $329 million estimated at closing to repay USWS Term Loan and Revolving Credit Facility and fund fleet expansion

PIPE

  • $135 million PIPE at $10.00 per share to fund fleet expansion.  Led by Crestview Partners.

FOUNDERS SHARES

  • The MPAC Sponsors will surrender for cancellation (and for no consideration) 2,000,000 of MPAC’s Founders Shares.  As a reminder, the Sponsors currently hold a total of 8,125,000 Founders Shares.

SPONSOR PRIVATE PLACEMENT WARRANTS

  • The MPAC Sponsors will also be surrendering for cancellation (and for no consideration) 1,870,968 Private Placement Warrants that were purchased for $0.50 at the time of the IPO. (MPAC Sponsors currently hold 14,500,000 warrants)
  • Cantor currently hold 1,000,000 Sponsor warrants and will also be cancelling 129,032 of them.

ADVISORS

  • MPAC was advised on the business combination by Cantor Fitzgerald & Co.
  • Piper Jaffray & Co., through its Simmons & Company International division, acted as financial advisor.
  • Bracewell LLP as legal counsel to MPAC.
  • Winston & Strawn LLP acted as legal advisors to USWS.
  • Vinson & Elkins L.L.P. acted as legal counsel to Crestview.

 

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