HOUSTON, Aug. 4, 2022
/PRNewswire/ -- U.S. Well Services, Inc. (NASDAQ: USWS)
("USWS" or the "Company") today announced it is executing a reverse
stock split, effective August 4,
2022. Holders of the Company's Class A common stock will
receive 1 post-split share for every 6 pre-split shares of Class A
common stock. The reverse stock split will not modify any
rights or preferences of the Company's stockholders, nor will it
alter any stockholders' percentage interest in the Company.
No fractional shares of Class A common stock will be issued as a
result of the reverse stock split. Stockholders of record who
would otherwise be entitled to receive a fractional share will
receive one full share of post-split Class A common stock.
The reverse stock split is primarily intended to bring the company
into compliance with the minimum bid price requirement for
maintaining its listing on the Nasdaq Capital Market. The Company's
Class A common stock will continue to be traded on the NASDAQ
Capital Market under the symbol USWS and will begin trading on a
split-adjusted basis when the market opens on Friday, August 5, 2022 under a new CUSIP number
91274U 309.
The reverse stock split was approved by the Company's
stockholders at its annual meeting held on May 20, 2022. Following the annual meeting, the
Company's Board of Directors held a meeting and approved a reverse
stock split ratio of 1-for-6.
On June 21, 2022, the Company
announced it would be acquired by ProFrac Holding Corp. ("ProFrac")
(NASDAQ: PFHC), in a stock-for-stock transaction with an exchange
ratio of 0.0561 shares of ProFrac Class A Common Stock for each
share of USWS Class A common stock. As a result of the
reverse share split, holders of USWS Class A common stock will be
entitled to receive 0.3366 shares of ProFrac Class A Common Stock
for each share of USWS Class A common stock upon closing of the
pending transaction, which is expected in the fourth quarter of
2022.
About U.S. Well Services, Inc.
U.S. Well
Services, Inc. is a leading provider of electric pressure pumping
services and a market leader in electric pressure pumping. The
Company's patented electric pressure pumping technology provides
one of the first fully electric, mobile well stimulation systems
powered by locally supplied natural gas including field gas sourced
directly from the wellhead. The Company's electric pressure pumping
technology dramatically decreases emissions, sound pollution and
truck traffic while generating exceptional operational efficiencies
including significant customer fuel cost savings versus
conventional diesel fleets. For more information visit:
www.uswellservices.com. The information on our website is not part
of this release.
Important Information for Investors and
Stockholders
This communication does not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any
securities or a solicitation of any vote or approval. This
communication relates to a proposed transaction between the Company
and ProFrac. In connection with this proposed transaction, ProFrac
will prepare and file with the U.S. Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 containing
a proxy statement/information statement/prospectus jointly prepared
by the Company and ProFrac, and other related documents. The proxy
statement/information statement/prospectus will contain important
information about the proposed transaction and related matters.
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
RELEVANT DOCUMENTS FILED BY THE COMPANY AND PROFRAC WITH THE SEC
CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PROFRAC AND THE
PROPOSED TRANSACTION.
Stockholders of the Company may obtain free copies of the
registration statement, the proxy statement/information
statement/prospectus and other relevant documents filed by the
Company and ProFrac with the SEC (if and when they become
available) through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by the Company and
ProFrac with the SEC are also available free of charge on the
Company's website at www.uswellservices.com and ProFrac's website
at www.pfholdingscorp.com. This communication shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (the "Securities Act").
Participants in Solicitation
The Company and ProFrac
and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of
proxies in connection with the transaction. Information regarding
the officers and directors of the Company is included in the
Company's Definitive Proxy Statement on Schedule 14A filed with the
SEC on April 20, 2022, as amended
from time to time, with respect to the 2022 Annual Meeting of
Stockholders of the Company and in the Company's Current Report on
Form 8-K filed with the SEC on July 22,
2022. Information regarding the officers and directors of
ProFrac is included in ProFrac's final prospectus relating to its
initial public offering (File No. 333-261255) declared effective by
the SEC on May 12, 2022. More
detailed information regarding the identity of the potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy materials and
other materials to be filed with the SEC in connection with the
transaction.
Forward-Looking Statements
The information above
includes "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included herein, including among
other things, the expected benefits of the proposed transaction
with ProFrac, including any resulting synergies and positive impact
on earnings, competitive advantages, expanded active fleet and
electric fleet portfolio, increased value, improved efficiency,
cost savings including fuel cost savings, access to and rights in
acquired intellectual property, emissions minimization and other
expected advantages of the transaction to the combined company; the
anticipated timing of the proposed transaction; the likelihood and
ability of the parties to successfully consummate the proposed
transaction; the services to be offered by the combined company;
the markets in which ProFrac and USWS operate; business strategies,
debt levels, industry environment and growth opportunities; the
projected value of operational synergies, including value expected
to result from license fee savings; industry activity levels and
pricing for the Company's services; anticipated delivery dates for
the Company's Nyx Clean Fleets®; availability under the Company's
credit facilities; availability of workable equipment, experienced
crews, and materials used in pressure pumping operations; the
Company's financial position and prospects and liquidity; the
Company's business strategy and objectives for future operations,
results of discussions with potential customers, potential new
contract opportunities and planned construction; the potential term
of existing customer contracts; deployment and operation of fleets,
are forward-looking statements. These forward-looking statements
may be identified by their use of terms and phrases such as "may,"
"expect," "believe," "intend," "estimate," "project," "plan,"
"anticipate," "will," "should," "could," and similar terms and
phrases. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, they
do involve certain assumptions, risks and uncertainties. These
forward-looking statements represent the Company's current
expectations or beliefs concerning future events, and it is
possible that the results described in this release will not be
achieved. These forward-looking statements are subject to certain
risks, including the risk that the proposed transaction with
ProFrac may not be completed in a timely manner or at all; the
failure to satisfy the conditions to the consummation of the
proposed transaction, including the approval of the proposed
transaction by the stockholders of the Company, and the receipt of
certain governmental and regulatory approvals; the effect of the
announcement or pendency of the proposed transaction on ProFrac's
and USWS' business relationships, performance, and business
generally; risks that the proposed transaction disrupts
current plans of ProFrac or USWS and may cause potential
difficulties in employee retention as a result of the proposed
transaction; the outcome of any legal proceedings that may be
instituted against ProFrac or USWS or any of their affiliates
related to the agreement and the proposed transaction; the impact
on the price of ProFrac's and USWS' securities, including
volatility resulting from changes in the competitive and highly
regulated industries in which ProFrac and USWS operate, variations
in performance across competitors, changes in laws and regulations
affecting ProFrac's and USWS' businesses and changes in the
combined capital structure; the impact of our transition from
the diesel pressure pumping market on our liquidity and our ability
to generate revenues and service our outstanding indebtedness for a
period of time; the impact of epidemics, pandemics or other major
public health issues, such as the COVID-19 coronavirus; the
conflict between Russia and
Ukraine and its potential impacts
on global crude oil markets and our business, as well as the other
risks, uncertainties and assumptions identified in this release or
as disclosed from time to time in the Company's filings with the
SEC. Factors that could cause actual results to differ from the
Company's expectations include changes in market conditions and
other factors described in the Company's public disclosures and
filings with the SEC, including those described under "Risk
Factors" in its most recent annual report on Form 10-K and in its
subsequently filed quarterly reports on Form 10-Q. As a result of
these factors, actual results may differ materially from those
indicated or implied by forward-looking statements.
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, the Company does
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time,
and it is not possible for us to predict all such factors.
Contacts:
U.S. Well Services
Josh Shapiro, Senior Vice President
and CFO
832) 562-3730
IR@uswellservices.com
Dennard Lascar Investor
Relations
Zach Vaughan
(713) 529-6600
USWS@dennardlascar.com
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SOURCE US Well Services
