ProFrac Holding Corp. (NasdaqGS:PFHC) entered into an agreement and plan of merger to acquire U.S. Well Services, Inc. (NasdaqCM:USWS) from THRC Holdings, LP, Crestview Partners, L.P. managed by Crestview Partners, L.P., Crestview III USWS TE, LLC and others for $98.7 million on June 21, 2022. Under the terms of the merger agreement, USWS stockholders will receive 0.0561 shares of ProFrac Class A common stock for each share of USWS Class A common stock they own, represents aggregate stock consideration of approximately $93 million and a consideration per share of USWS Class A common stock of $1.21. Any shares of Series A Preferred Stock not converted and each Convertible Senior Secured (Third Lien) PIK Note will automatically convert into a number of shares of USWS Class A common stock at a conversion price of $1.22 and such shares will be converted into the merger consideration. After giving effect to these conversions, the total stock consideration payable to USWS stockholders and holders of USWS equity awards, based on the June 21, 2022, closing price, would be approximately $270 million. USWS Convertible Senior Notes and Series A Redeemable Preferred Shares to be converted into shares of ProFrac Class A common stock at closing. The Merger Agreement contains certain termination rights for both ProFrac and USWS and further provides that, upon termination of the Merger Agreement under specified circumstances, USWS may be required to pay ProFrac a termination fee of $8 million or reimburse ProFrac for certain expenses in an amount up to $3 million, in each case, depending on the termination event.

The transaction is subject to approval of USWS stockholders as well as customary closing conditions and anti-trust approvals, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the effectiveness of the Registration Statement, approval of ProFrac Stock Issuance for listing on Nasdaq and other conditions. The transaction does not include a financing condition. The transaction has been unanimously approved by the boards of directors of both ProFrac and USWS. Concurrently with the execution and delivery of the Merger Agreement, certain stockholders of USWS entered into a Voting Agreement with ProFrac. The Supporting Stockholders together beneficially own, in the aggregate, approximately 44% of the currently outstanding shares of USWS Common Stock. As of October 31, 2022, the transaction was approved by the shareholders of U.S. Well Services, Inc. at its special meeting of stockholders. The acquisition is expected to be completed in the fourth quarter of 2022. The transaction is expected to be accretive to 2023 Adjusted EBITDA.

Piper Sandler & Co. acted as financial advisor and due diligence provider and Steve Camahort, Jonathan Ko, Lucas Rachuba and Justin Rawlins of Paul Hastings LLP acted as legal advisors to the Special Committee of U.S. Well Services' Board of Directors. Corey C. Brown, Adam K. Nalley of Porter Hedges LLP acted as legal advisors to U.S. Well Services. Jefferies LLC acted as financial advisor and due diligence provider and Douglas E. Bacon and Debbie P. Yee of Kirkland & Ellis LLP acted as legal advisors to the Special Committee of ProFrac's Board of Directors. Sam Williams of Brown Rudnick LLP acted as legal advisor and due diligence provider and Lowenstein Sandler LLP are serving as legal advisor and merger clearance counsel, respectively, to ProFrac. Crosby Scofield, Stephen M. Gill, Lina Dimachkieh, Wendy Salinas and Guy Gribov of Vinson & Elkins LLP acted as legal advisor to Crestview Partners, L.P. Piper Sandler & Co. acted as fairness opinion provider to the Special Committee of USWS. Jefferies LLC acted as fairness opinion provider to the Special Committee of ProFrac. Continental Stock Transfer & Trust Company acted as transfer agent to USWS and American Stock Transfer & Trust Company, LLC acted as transfer agent to ProFrac. USWS has engaged D.F. King & Co., Inc. to assist it in the distribution and solicitation of proxies at a fee of $15,000, plus expenses. ProFrac has agreed to pay Jefferies for its financial advisory services to the ProFrac Special Committee in connection with the Merger an aggregate fee of $1 million, which was payable upon delivery of Jefferies' opinion to the ProFrac Special Committee. Piper Sandler's transaction fee will be approximately $7.5 million. Piper Sandler also received a $1 million fee from USWS upon rendering its opinion, $1 million of which will be credited towards any advisory fee that may become due and payable to Piper Sandler upon Closing of the Merger. Potter Anderson & Corroon LLP acted as legal advisor to ProFrac.