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 Lately de-SPACs have been announcing corporate moves of a kind frequently in trios as was the case earlier this week when WeBull (NASDAQ:BULL), AST SpaceMobile (NASDAQ:ASTS) and Quantum-Si (NASDAQ:QSI) all announced major equity raises. This week, it is a trio of de-SPACs making reverse stock splits in unison, which is...
A look at Plus’ software-first approach to autonomous trucking. After years of investment and excitement, the dawn of self-driving cars and trucks is now here. The question now is which business model among autonomous driving technology companies will win out? This week, we speak with David Liu, CEO of autonomous trucking company Plus. Plus announced...
At the SPAC of Dawn One thing that SPAC investors can typically count on while their money is invested in a SPAC’s trust is that it is going to grow one way or the other between now and their next redemption opportunity, but the devil can occasionally be in the details. In 2024, it became...
Thunderstone has filed for a $50 million SPAC to put a new first-time Asia-based team in action on a generalist hunt. The new SPAC is offering investors a right to a 1/8 share in each unit with 18 months to initially complete a business combination. It is the 8th fresh S-1 filed with underwriter D....
At the SPAC of Dawn In a trading session that may find itself built around the release of Fed minutes at 2 pm ET this afternoon, a pair of SPAC targets have added their own fresh information to the mix. Enterprise AI firm Fusemachines, which has a pending combination with CSLM (OTC:CSLMF), put out a...