0000950103-22-019183.txt : 20221103 0000950103-22-019183.hdr.sgml : 20221103 20221103193528 ACCESSION NUMBER: 0000950103-22-019183 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221101 FILED AS OF DATE: 20221103 DATE AS OF CHANGE: 20221103 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: 221359796 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: 221359799 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: 221359798 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: 221359797 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 HOLDINGS, LLC 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: 333 SHOPS BOULEVARD, SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 BUSINESS PHONE: 254 776 3722 MAIL ADDRESS: STREET 1: 333 SHOPS BOULEVARD, SUITE 301 CITY: WILLOW PARK STATE: TX ZIP: 76087 FORMER COMPANY: FORMER CONFORMED NAME: U.S. WELL SERVICES, INC. DATE OF NAME CHANGE: 20181109 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 dp183865_4-cvpiii.xml FORM 4 X0306 4 2022-11-01 1 0001670349 U.S. WELL SERVICES HOLDINGS, LLC 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 PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 0 0 Class A common stock 2022-11-01 4 M 0 5734565 A 9033967 I See footnote Class A common stock 2022-11-01 4 M 0 6448444 A 15482411 I See footnote Class A common stock 2022-11-01 4 D 0 15482411 D 0 I See footnote Series A Redeemable Convertible Preferred Stock 2022-11-01 4 M 0 5734565 D Class A Common Stock 5734565 0 I See footnote 16.0% Convertible Senior Secured PIK Note 2022-11-01 4 M 0 6448444 D Class A Common Stock 6448444 0 I See footnote Warrants (Right to Buy) 241.50 2022-11-01 4 D 0 172620 D Class A Common Stock 172620 0 I See footnote Warrants (Right to Buy) 160.86 2022-11-01 4 D 0 118519 D Class A Common Stock 118519 0 I See footnote Warrants (Right to Buy) 1.10 2022-11-01 4 D 0 6976744 D Class A Common Stock 6976744 0 I See footnote Reflects the conversion of shares of Series A Redeemable Convertible Preferred Stock of the Issuer ("Series A Preferred Shares") held by Crestview III USWS TE, LLC and Crestview III USWS, L.P. (collectively, the "Crestview Entities") into a number of shares of Class A Common Stock of the Issuer ("Class A Shares") equal to the quotient of (i) the liquidation preference of the Series A Preferred Shares as of the date of conversion ($6,996,169) and (ii) $7.32 pursuant to the Agreement and Plan of Merger by and among the Issuer, Profrac Holding Corp and Thunderclap Merger Sub I, Inc, dated as of June 21, 2022 (the "Merger Agreement"). Reflects the conversion of 16.0% Convertible Senior Secured PIK Note of the Issuer held by the Crestview Entities into a number of Class A Shares equal to the quotient of (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such note through July 9, 2022 $47,202,596, and (ii) $7.32 pursuant to the Merger Agreement. Reflects the conversion pursuant to the Merger Agreement of Class A Shares held by the Crestview Entities into 0.3366 shares of Class A Common Stock of Profrac Holding Corp. ("PFHC Shares"). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. Reflects the conversion of warrants of the Issuer held by the Crestview Entities pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $717.47 per PFHC Share). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. Reflects the conversion of warrants of the Issuer held by the Crestview Entities pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $477.89 per PFHC Share). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. Reflects the disposition of warrants of the Issuer held by the Crestview Entities to Profrac Holding Corp. pursuant to a Warrant Purchase Agreement entered into in connection with the Merger Agreement at a purchase price of $0.176 per warrant. The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. 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 Information By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel 2022-11-03 By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel 2022-11-03 By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel 2022-11-03 By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact 2022-11-03 EX-99 2 dp183865_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 Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

 

Date of Event Requiring Statement: November 1, 2022

 

Issuer Name and Ticker or Trading Symbol: U.S. Well Services Holdings, LLC. [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: November 3, 2022