Lowenstein Sandler’s Antitrust/Competition team advised ProFrac Holding Corp. (NASDAQ: PFHC) in connection with its agreement to acquire U.S. Well Services, Inc. (NASDAQ: USWS) in a stock-for-stock transaction. Based on the ProFrac closing price of $21.49 on June 21, 2022, the last trading day prior to announcement of the deal, the deal represents an aggregate equity consideration, after conversion of all convertible instruments, of approximately $270 million.

“The acquisition of U.S. Well Services solidifies ProFrac’s position as an industry leader in electric hydraulic fracturing, which we believe represents the industry’s future,” said Matt Wilks, Executive Chairman of ProFrac. “In today’s environment, we believe electric frac fleets provide improved efficiency, lower R&M costs, greater value, and a lower overall cost of completion to our customers. It is a true win-win scenario for us, our customers, the environment and the communities in which we operate.”

The acquisition is expected to be completed in the fourth quarter of 2022, subject to the satisfaction of customary closing conditions, including the approval of USWS stockholders. It is expected to expand ProFrac's fleet to 44 active fleets by year end, making the combined company the largest provider of electric frac services with 12 electric fleets, accelerating ProFrac's ESG strategy of reducing fuel costs, and minimizing its emissions footprint.

ProFrac Holding Corp. is a growth-oriented, vertically integrated and innovation-driven energy services company providing hydraulic fracturing, completion services and other complementary products and services to leading upstream oil and gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources.

Lowenstein’s ProFrac Holding Corp. team is led by Jonathan L. Lewis and includes Zarema A. Jaramillo, Jack Sidorov, and Sydney J. Kaplan.

For additional information, please see the ProFrac Holding Corp. press release here.

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