0000950103-21-009514.txt : 20210628 0000950103-21-009514.hdr.sgml : 20210628 20210628212421 ACCESSION NUMBER: 0000950103-21-009514 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210624 FILED AS OF DATE: 20210628 DATE AS OF CHANGE: 20210628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Klein Adam J CENTRAL INDEX KEY: 0001483298 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211055336 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners III GP, L.P. CENTRAL INDEX KEY: 0001703027 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211055339 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview III USWS TE, LLC CENTRAL INDEX KEY: 0001758802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211055338 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview III USWS, L.P. CENTRAL INDEX KEY: 0001758686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211055337 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. WELL SERVICES, INC. CENTRAL INDEX KEY: 0001670349 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 811847117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1360 POST OAK BOULEVARD, SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (832) 562-3730 MAIL ADDRESS: STREET 1: 1360 POST OAK BOULEVARD, SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: Matlin & Partners Acquisition Corp DATE OF NAME CHANGE: 20160422 FORMER COMPANY: FORMER CONFORMED NAME: MP Acquisition I Corp. DATE OF NAME CHANGE: 20160324 4 1 dp153373_4-cp3gplp.xml FORM 4 X0306 4 2021-06-24 0 0001670349 U.S. WELL SERVICES, INC. USWS 0001703027 Crestview Partners III GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001758802 Crestview III USWS TE, LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001758686 Crestview III USWS, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001483298 Klein Adam J C/O CRESTVIEW ADVISORS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 0 0 16.0% Convertible Senior Secured PIK Note 2021-06-24 4 A 0 20408163 A Class A Common Stock 20408163 20408163 I See footnote 16.0% Convertible Senior Secured PIK Note 2021-06-24 4 A 0 10000000 A Class A Common Stock 10000000 10000000 I See footnote Series A Redeemable Convertible Preferred Stock 2021-06-24 4 D 0 15588 D Class A Common Stock 4412 I See footnote Reflects the acquisition by Crestview III USWS TE, LLC and Crestview III USWS, L.P. (together, the "Crestview Entities") from the Issuer of 16.0% Convertible Secured PIK Notes of the Issuer (the "Notes"), pursuant to the terms of a Purchase Agreement, dated as of June 24, 2021 (together with all exhibits thereto, the "Purchase Agreement"). The aggregate principal amount of the Notes acquired by the Crestview Entities was $40,000,000, of which (i) $20,000,000 of such principal amount of the Notes was acquired from the Issuer for cash (the "Cash Notes") and (ii) $20,000,000 of such principal amount of the Notes was acquired from the Issuer in exchange for 15,588 shares of Series A Preferred Stock of the Issuer, par value $0.0001 per share (the "Preferred Shares") held by the Crestview Entities. Subject to earlier conversion or redemption in accordance with their terms, the Notes will become due and payable on June 5, 2026 (the "Maturity Date") in a number of shares of Class A Common Stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), determined by dividing (a) the outstanding balance of the principal amount of the Notes (together with the accrued but unpaid interest on the Notes) as of the Maturity Date, by (b) the VWAP of Class A Common Stock for the 20 trading day period immediately preceding the Maturity Date (or in such other manner as determined pursuant to the terms of the Purchase Agreement). All or any portion of the Notes may be converted at the election of the Crestview Entities at any time into a number of shares Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $0.98 (in the case of the Cash Notes) or $2.00 (in the case of the Exchange Notes), which such conversion prices are subject to certain anti-dilution adjustments in accordance with their terms. This number represents the number of shares of Class A Common Stock issuable upon conversion of the Cash Notes if the Crestview Entities elect to convert the Cash Notes based on the principal amount of the Cash Notes (as described in footnote (1) above) and the conversion price applicable to the Cash Notes (as described in footnote (3) above). This number represents the number of shares of Class A Common Stock issuable upon conversion of the Exchange Notes if the Crestview Entities elect to convert the Exchange Notes based on the principal amount of the Exchange Notes (as described in footnote (1) above) and the conversion price applicable to the Exchange Notes (as described in footnote (3) above). Reflects Preferred Shares held by the Crestview Entities. Pursuant to the Certificate of Designations contemplated by the Purchase Agreement dated May 23, 2019 (the "Certificate of Designations"), the ordinary conversion price of the Preferred Shares is $6.67 per share and is subject to certain anti-dilution adjustments in accordance with its terms. Subject to earlier redemption or conversion in accordance with the terms of the Certificate of Designations, all or any portion of the Preferred Shares may be converted by the Crestview Entities at any time into Class A Common Stock based on the then-applicable liquidation preference (as determined in accordance with the Certificate of Designations). The Preferred Shares have no expiration date. The number of shares of Class A Common Stock into which the Preferred Shares are convertible is equal to the then-applicable liquidation preference (as determined in accordance with the Certificate of Designations) divided by the applicable conversion price, subject to the terms and conditions of the Certificate of Designations. Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. Exhibit 99 - Joint Filer Statement By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel 2021-06-28 By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel 2021-06-28 By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel 2021-06-28 By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact 2021-06-28 EX-99 2 dp153373_ex99.htm EXHIBIT 99

 

Exhibit 99

 

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners III GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1.        

Crestview III USWS TE, LLC

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

   
2.        

Crestview III USWS, L.P.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022
   
3.        

Adam J. Klein

c/o Crestview Advisors

590 Madison Avenue, 42ndFloor

New York, NY 10022

 

Date of Event Requiring Statement: June 24, 2021

Issuer Name and Ticker or Trading Symbol: U.S. Well Services, Inc. [USWS]

 

Crestview III USWS TE, LLC

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

 

Crestview III USWS, L.P.  
By: Crestview III USWS GenPar, LLC  
   
By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
Title: General Counsel  

 

Adam J. Klein  
   
By:

/s/ Ross A. Oliver, as Attorney-in-Fact

  
     

 

Date: June 28, 2021