Matlin & Partners Acquisition Corporation’s $588 Million Merger with U.S. Well Services


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

Matlin & Partners Acquisition Corporation (NASDAQ: MPAC, MPACU, MPACW) a publicly traded special purpose acquisition company, and U.S. Well Services, LLC (“USWS”‘) a high-quality provider of hydraulic fracturing services and market leader in electric-powered fracturing, entered into a merger and contribution agreement whereby USWS will combine with MPAC to become a publicly listed company with an anticipated initial total enterprise value of approximately $588 million. Funds managed by Crestview Partners (“Crestview”) are leading a $135 million committed PIPE investment in the combined company for $10.00 per share to provide incremental equity capital to accelerate the rollout of USWS’ electric Clean Fleet® technology. Upon the completion of the business combination, MPAC will be renamed U.S. Well Services, Inc. and is expected to trade on the Nasdaq Capital Market.

USWS is a technology-oriented oilfield service company focused exclusively on hydraulic fracturing services for the oil and gas industry. USWS is one of the first companies to develop and commercially deploy electric-powered hydraulic fracturing equipment. USWS’ patented Clean Fleet® technology combines natural gas turbine generators with electric motors and existing industry equipment for hydraulic fracturing, offering numerous advantages over conventional, diesel-powered fracturing fleets.

The business combination takes public a next-generation pressure pumping company, with unique Clean Fleet® technology, a customer-centric culture and a commitment to driving safety and efficiency. The transformative growth capital provided by the transaction will advance USWS’ ability to deliver economic benefits to its customers and a path to creating significant value for its investors. The combination creates a company that is well-positioned to capitalize on market opportunities created by increasing development of shale plays, a shift to multi-well pads and rising completion intensity that is creating a need for innovative solutions that address cost, safety, environmental impact and regulatory considerations.

The business combination values USWS at 2.6x 2019 projected adjusted EBITDA, implying a discount of 32% to publicly traded peers1. Proceeds from the business combination are expected to allow USWS to build five additional Clean Fleets® and one additional conventional fleet, expanding its fleet size to 17 spreads with approximately 800,000 hydraulic horsepower. Once the business combination is completed, USWS projects a strong balance sheet with approximately $250 million of liquidity to support future growth.

The V&E corporate team was led by partners James Garrett (Picture) and Ramey Layne with primary assistance from partners Lina Dimachkieh, Steve Borgman, Larry Nettles, Stephen Jacobson and Sean Becker, senior associate Crosby Scofield and associate Jane Ehinmoro.

Involved fees earner: James Garrett – Vinson & Elkins LLP; Ramey Layne – Vinson & Elkins LLP; Crosby Scofield – Vinson & Elkins LLP; Jane Ehinmoro – Vinson & Elkins LLP; Lina Dimachkieh – Vinson & Elkins LLP; Steve Borgman – Vinson & Elkins LLP; Larry Nettles – Vinson & Elkins LLP; Stephen Jacobson – Vinson & Elkins LLP; Sean Becker – Vinson & Elkins LLP;

Law Firms: Vinson & Elkins LLP;

Clients: Crestview Partners;