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.
At the SPAC of Dawn After a tepid month for SPAC activity in April, prominent teams are already scheduling things to make for some fireworks in early May. AltC (NYSE:ALCC) has already been turning heads as being the rare SPAC to trade significantly above trust value before close, and it has now booked the completion...
At the SPAC of Dawn There are signs that the macro environment for SPACs is gradually improving, but the Screaming Eagle team yesterday announced a non-redemption agreement for its combination with Lionsgate Studios. Such agreements are generally a lever one pulls when a SPAC expects a potentially turbulent closing. All in all, the terms for...
Israeli tech firms have made up an outsized proportion of SPAC activity and despite the ongoing tensions in its region, that dealmaking is continuing unabated. In fact, the SPAC named for the particular mission of taking Israeli firms public through SPACs, Israel Acquisition Corp. (NASDAQ:ISRL) in fact just took one step closer in completing that...
At the SPAC of Dawn Although the market has largely recovered from a negative stretch last week, the roller coaster is tilted back downward for Trump Media (NASDAQ:DJT), which slid -8% yesterday to $32.57 – one of its lowest points since closing with Digital World last month. Other SPACs and de-SPACs are having a more...
Remember the metaverse? Many do not. Meta’s (NASDAQ:META) attempted transition to virtually living and working seemed to mark a trend that went up and down quickly, but one SPAC deal has both survived that roller coaster and may rise with a second. Back in December 2022, Newbury Street (NASDAQ:NBST) announced a $1.85 billion combination with...