United States securities and exchange commission logo





                              October 7, 2021

       Brian Uhlmer
       Chief Financial Officer
       ProFrac Holding Corp.
       333 Shops Boulevard, Suite 301
       Willow Park, Texas 76087

                                                        Re: ProFrac Holding
Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
9, 2021
                                                            CIK No. 0001881487

       Dear Mr. Uhlmer:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Summary
       Overview, page 2

   1.                                                   You disclose that you
are the largest private provider for hydraulic fracturing services in
                                                        North America by
hydraulic horsepower (   HHP   ), with an aggregate installed capacity of
                                                        over 1.0 million HHP
across 20 conventional fleets, of which, as of June 30, 2021, 13
                                                        were active. Please
disclose the capacity by HHP of your active fleets, and also provide
                                                        support for your
statement that you are the largest private provider of hydraulic fracturing
                                                        services in North
America or characterize this as your belief and provide the basis for this
                                                        belief.
 Brian Uhlmer
FirstName  LastNameBrian Uhlmer
ProFrac Holding Corp.
Comapany
October    NameProFrac Holding Corp.
        7, 2021
October
Page 2 7, 2021 Page 2
FirstName LastName
2.       You disclose that your conventional fleets are among the most
emissions-friendly and
         capable in the industry. Please provide support for this statement, or
otherwise clarify the
         statement as a belief and provide your basis for this belief.
3.       You disclose that you have three electric-powered fleets under
construction and that
         the first of these fleets has been contracted with a customer for a
one-year term. Please
         discuss if you are committing capital to build the other two
electric-powered fleets
         without customer contract(s), and discuss broadly if you intend to
build hydraulic
         fracturing fleets primarily under contract or under what criteria you
otherwise determine
         to build new fleets.
Competitive strengths, page 9

4.       You disclose that your fleets equipped with Clean Fleet technology are
expected to reduce
         the carbon emission footprint of your operations by up to 33% per
fleet relative to
         conventional diesel frac equipment according to USWS. Please revise to
clarify how your
         fleets are expected to reduce the carbon emission footprint of your
operations by this
         amount. In addition, please provide support for this statement, and
disclose any material
         assumptions. If you are attributing the carbon reduction figures from
USWS reports,
         please provide your analysis of whether Rule 436 requires that you
file the consent of
         USWS with regard to this disclosure. See also Securities Act Rules
Compliance and
         Disclosure Interpretations 233.02.
Business Strategies
Commitment to returns-driven, environmentally-advantaged investments..., page
11

5.       You disclose your belief that your ESCs eliminate roughly 90% of idle
hours and result in
         a reduction of carbon dioxide emissions by up to 24% compared to
standard operations in
         which engines generally run continuously during a frac job. Please
explain whether the
         reduction in carbon dioxide emissions is based on your own provision
of
         hydraulic fracturing services or otherwise explain the basis for these
figures.
Summary Historical Consolidated and Combined Financial Data
Non-GAAP Financial Measures, page 25

6.       We note that you calculate free cash flow as adjusted EBITDA less net
capital
         expenditures. This appears to be inconsistent with the definition per
question 102.07 of the
         Compliance & Disclosure Interpretations regarding Non-GAAP Financial
Measures.
         Please revise to relabel this measure or revise its computation to
more accurately reflect
         its definition.
7.       We note that the reconciliation of your non-GAAP financial measures,
free cash flow and
         adjusted EBITDA, starts with a non-GAAP financial measure, free cash
flow. Please
         revise the reconciliation to start with the most directly comparable
financial measure
         calculated in accordance with GAAP. Refer to Question 102.10 of the
Non-GAAP
         Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
 Brian Uhlmer
FirstName  LastNameBrian Uhlmer
ProFrac Holding Corp.
Comapany
October    NameProFrac Holding Corp.
        7, 2021
October
Page 3 7, 2021 Page 3
FirstName LastName
Risk Factors
In certain cases, payments under the Tax Receivable Agreement may be
accelerated and/or
significantly exceed the actual benefits..., page 54

8.       We note your disclosure that if you experience a change of control (as
defined under the
         Tax Receivable Agreement) or the Tax Receivable Agreement terminates
early (at your
         election or as a result of your breach), ProFrac Holding Corp.   s
obligations under the Tax
         Receivable Agreement would accelerate and ProFrac Holding Corp. would
be required to
         make an immediate payment equal to the present value of the
anticipated future payments
         to be made by it under the Tax Receivable Agreement and such payment
is expected to be
         substantial. We also note that you intend to disclose the estimated
termination payments
         if the Tax Receivable Agreement was terminated immediately after this
offering. Please
         revise to also disclose the amount that would become due under the Tax
Receivable
         Agreement if you experience a change of control under present
circumstances, if
         estimable.
Use of Proceeds, page 60

9.       You disclose that you intend to contribute all of the net proceeds of
this offering to
         ProFrac LLC in exchange for ProFrac LLC Units, and that ProFrac LLC
will use the net
         proceeds contributed to it for general corporate purposes, including
for the repayment of
         debt and to fund growth capital expenditures. If one of the principal
purposes of the
         offering is to repay debt, please disclose the interest rate and
maturity of such
         indebtedness. If the indebtedness to be discharged was incurred within
one year, describe
         the use of the proceeds of such indebtedness other than short-term
borrowings used for
         working capital. If the other principal purpose is for growth capital
expenditures, please
         provide a brief outline of any program of construction or addition of
equipment.
         Alternatively, if there is no current specific plan for the proceeds,
or a significant portion
         thereof, please state as such and discuss the principal reasons for
the offering. Refer to
         Item 504 of Regulation S-K.

Factors affecting the comparability of our financial results
Contribution of publicly traded portfolio securities, page 73

10.      We note your disclosure that in connection with this offering, the
Wilks are expected to
         transfer a portfolio of equity and convertible debt securities of
various oilfield services
         companies to ProFrac LLC. We note also your risk factor on page 57
which discloses your
         risk of inadvertently being deemed an investment company. In this
regard, please discuss
         whether owning publicly traded securities of other oilfield services
companies will be a
         material part of your business after this offering.
 Brian Uhlmer
FirstName  LastNameBrian Uhlmer
ProFrac Holding Corp.
Comapany
October    NameProFrac Holding Corp.
        7, 2021
October
Page 4 7, 2021 Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 77

11.      We note from your disclosure on page 54 that you expect the payments
under the Tax
         Receivable Agreement will be substantial. Please revise your liquidity
disclosure to
         address the Tax Receivable Agreement, including estimated annual
payments and how
         you intend to fund the required payments under the agreement. Please
also disclose the
         likely impact on your liquidity from any known trends, events or
uncertainties related to
         the Tax Receivable Agreement payments.
Business
Properties
Our Reserves, page 104

12.      Please report your annual production and sales of frac sand. See
Instruction 3 to Item 102
         of Regulation S-K.
13.      We note your statement, your sand reserves had an implied average
reserve life of 45
         years as of December 31, 2020, assuming production at the current
rated capacity of 3.0
         million tons of frac sand per year. Please revise this statement as it
appears your implied
         mine life is based on your annual production.
14.      With regard to the proven and probable reserves associated with your
mining property, we
         will need to review the technical reports and other information that
establishes the legal,
         technical, and economic feasibility of your materials designated as
reserves, as outlined in
         paragraph (c) of Industry Guide 7. These documents should be formatted
as Adobe PDF
         files. Also, please provide the name and phone number for a technical
person whom our
         engineer may call, if they have technical questions about your
reserves.

         Please contact our Mining Engineer, George K. Schuler, at (202)
551-3718 to arrange for
         the submission of the information outlined above.
Management, page 114

15.      Please disclose the nature of any family relationship between any
director or executive
         officer. See Item 401(d) of Regulation S-K. Please also disclose any
family relationship
         between your directors or executive officers and your controlling
shareholders Dan and
         Farris Wilk.
Executive Compensation, page 117

16.      We note that footnote 2 to the 2020 summary compensation table refers
to amounts in the
         "Option awards" column relating to the aggregate grant date fair value
of incentive units.
         However, there are no amounts disclosed in the "Option awards" column.
Please revise or
         advise.
 Brian Uhlmer
FirstName  LastNameBrian Uhlmer
ProFrac Holding Corp.
Comapany
October    NameProFrac Holding Corp.
        7, 2021
October
Page 5 7, 2021 Page 5
FirstName LastName
Notes to the Consolidated and Combined Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-9

17.      You disclose that the price of your stimulation services typically
includes an equipment
         charge and product charges for proppant, chemicals, and other products
consumed while
         providing your service. Revise to disclose how you allocate the
transaction price to
         performance obligations. Additionally, disclose your significant
payment terms. Refer to
         ASC 606-10-50-12(b), 50-17 and 50-20.
18.      We note your cross reference to Segment Information for disaggregated
revenue
         disclosures. Please tell us what consideration was given to also
separately disclosing
         product revenue and service revenue by segment, as well as similar
disclosures on 'point-
         in-time' versus 'over time' revenues. Tell us how you considered the
guidance in ASC
         606-10-50-5 through 7 and ASC 606-10-55-89 through 91 in reaching your
conclusion.
Note 8 - Segment Information, page F-21

19.      We note your disclosure of various factors that you used to identify
your segments.
         Provide us with additional information and tell us how you considered
disclosing the basis
         of your internal structure, how you are organized, whether operating
segments have been
         aggregated and the types of products and services from which you
derive your revenues.
          Refer to ASC 280-10-50-21.
ProFrac Holding Corp. Pro Forma Financial Statements, page F-29

20.      Please include a discussion of the impact of the Tax Receivable
Agreement in your pro
         forma financial statements. If you do not intend to include pro forma
adjustments related
         to the Tax Receivable Agreement, please disclose why not.
General

21.      Please provide us with supplemental copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         have presented or expect to present to potential investors in reliance
on Section 5(d) of the
         Securities Act, whether or not you retained, or intend to retain,
copies of those
         communications.
 Brian Uhlmer
ProFrac Holding Corp.
October 7, 2021
Page 6

        You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or
Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding
comments on the
financial statements and related matters. Please contact George K. Schuler at
(202) 551-3718 for
engineering related questions. Please contact Kevin Dougherty, Staff Attorney,
at (202) 551-
3271 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.



                                                           Sincerely,
FirstName LastNameBrian Uhlmer
                                                           Division of
Corporation Finance
Comapany NameProFrac Holding Corp.
                                                           Office of Energy &
Transportation
October 7, 2021 Page 6
cc:       Michael S. Telle
FirstName LastName