As filed with the Securities and Exchange Commission on December 3, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. WELL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 81-1847117 | ||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
1360 Post Oak Lane,Boulevard, Suite 405
1800
Houston, Texas 77056
Telephone: (832) 562-3730
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Joel Broussard
President and Chief Executive Officer770 South
1360 Post Oak Lane,Boulevard, Suite 405
1800
Houston, Texas 77056
Telephone: (832) 562-3730
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:Justin E. RawlinsElliott M. SmithWinston & Strawn
Corey C. Brown
Adam K. Nalley
Porter Hedges LLP200 Park AvenueNew York, New York 10166
1000 Main Street, 36th Floor
Houston, Texas 77002
Telephone: (212) 294-6700Facsimile: (212) 294-4700
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE | | ||||||||||||||||||||||||
Title of Each Class of Securities to be Registered | | | Amount to be Registered(1) | | | Proposed Maximum Offering Price Per Security | | | Proposed Maximum Aggregate Offering Price | | | Amount of Registration Fee | | ||||||||||||
Primary Offering | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock, par value $0.0001 per share (“Class A common stock”), issuable upon the exercise of warrants issued in the registrant’s initial public offering | | | | | 16,250,000 | | | | | $ | 11.50(2) | | | | | $ | 186,875,000(2) | | | | | $ | 22,650(2) | | |
Class A common stock, issuable upon the exercise of warrants issued in private placements | | | | | 7,750,000 | | | | | $ | 11.50(2) | | | | | $ | 89,125,000(2) | | | | | $ | 10,802(2) | | |
Secondary Offering | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A common stock | | | | | 68,799,924(3) | | | | | $ | 7.87(3) | | | | | $ | 541,455,402(3) | | | | | $ | 65,625(3) | | |
Private Placement Warrants | | | | | 15,500,000 | | | | | | (4) | | | | | | (4) | | | | | | (4) | | |
Total | | | | | | | | | | | | | | | | | | | | | | $ | 99,077 | | |
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be | Proposed Maximum Offering Price Per Security(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(3) | ||||
Class A common stock, par value $0.0001 per share | 33,002,162 | $1.84 | $60,723,978.08 | $5,629.11 | ||||
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(1) | Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), the Registrant is also registering hereunder an indeterminate number of additional shares of Class A common stock that shall be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act based on the average of the high and low sales prices of the Registrant’s Class A common stock on November 17, 2021, as reported on the Nasdaq Capital Market. |
(3) | Estimated pursuant to Rule 457(o) under the Securities Act. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED December 3, 2018
PROSPECTUS
U.S. Well Services, Inc.
33,737,606 shares of Class A Common StockIssuable Upon Exercise of Warrants
This prospectus relates to the issuance by usoffer and sale of up to 24,000,000an aggregate of 33,737,606 shares of our Class A common stock par value $0.0001 per share (“Class(the “Class A common stock”). Of these shares:
The shares of Class A common stock.
We are not selling any shares of our Class A common stock, of which:
A supplement to this prospectus. Any prospectus supplement may add, update or change information contained in this prospectus. You should carefully read this prospectus and any applicable prospectus supplement, as well astogether with the documents incorporatedwe incorporate by reference, herein or thereincarefully before you invest in any of our securities.
Our Class A common stock and our Public Warrants areis listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the symbols “USWS” and “USWSW,symbol “USWS.” respectively. On November 30, 2018,17, 2021, the closinglast reported sales price offor our Class A common stock and Public Warrants were $7.90 and $0.64, respectively. The Private Placement Warrants are not listed on any exchange. We expect that the Private Placement Warrants will trade alongside the Public Warrants on Nasdaq once the registration statement of which this prospectus forms a part becomes effective.
See the section entitled “Risk Factors”“Risk Factors” beginning on page 4 of this prospectus and any similar section contained in any applicable prospectus supplement to read about factors you should consider before buying our securities.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and are subject to reduced public company reporting requirements. See “Risk Factors.”
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 20182021
TABLE OF CONTENTS
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This prospectus is part of a registration statement that we have filed with the information contained in or incorporated by referenceU.S. Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, the selling stockholders named in this prospectus or any supplement to this prospectus may sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities. The selling stockholders are required to provide you with this prospectus and, in certain cases, a prospectus supplement containing specific information about the selling stockholders and the terms upon which the securities are being offered. A prospectus supplement may also add to, update or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the applicable prospectus supplement. Please carefully read this prospectus, any applicable prospectus supplement and any free writing prospectus together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
We and the selling stockholders have not authorized anyone to provide you with different information. Neither we norany information or to make any representations other than those contained in this prospectus or incorporated by reference in this prospectus. We and the selling securityholders are making an offerstockholders take no responsibility for, and can provide no assurance as to sell or soliciting an offer to buy these securities inthe reliability of, any jurisdiction where the offer is not permitted.other information that others may give you. You should not assume that the information contained in or incorporated by reference in this prospectus or any supplement to this prospectus is accurate as of any date other than the date on the front cover page of those documents (orthis prospectus or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, as applicable).
Unless the context requires otherwise, or unless otherwise noted, references in this prospectus to “U.S. Well Services,” “the “Company,” “we,” “us,” “our” and similar terms refer to U.S. Well Services, Inc. and its consolidated subsidiaries on and after the consummation of the Business Combination, references to “Matlin” or “MPAC” refer to us prior to the consummation of the Business Combination, and references to “USWS” prior“USWS Holdings” refer to the Business Combination are toUSWS Holdings LLC, a subsidiary of U.S. Well Services, LLC, the wholly owned subsidiary of USWS Holdings LLC, the entity in which we acquired a majority interest in connection with the Business Combination.Inc.
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We provide high-pressure, hydraulic fracturingare a Houston, Texas based technology focused oilfield service company focused on electric powered pressure pumping services in unconventionalfor oil and natural gas basins. Both our conventional (diesel) and Clean Fleet® (electric) hydraulic fracturing fleets are among the most reliable and highest performing fleets in the industry, with the capability to meet the most demanding pressure and pump rate requirements in the industry. We operate in many of the active shale and unconventional oil and natural gas basins of the United States and our clients benefit from the performance and reliability of our equipment and personnel. Specifically, all of our fleets operate on a 24-hour basis and have the ability to withstand the high utilization rates that result in more efficient operations. Our senior management team has extensive industry experience providing pressure pumping services to exploration and production companies across North America.
Our fleets consist of all-electric, mobile well stimulation units and other auxiliary heavy equipment to perform simulation services. Our Clean Fleet® well stimulation units replace the traditional engines, transmissions, and radiators used in conventional diesel fleets with electric motors powered by electricity generated by natural gas-fueled turbine generators. We utilize high-pressure well stimulation pumps mounted on trailers and refer to the group of pump trailers and other equipment necessary to perform a typical job as a “fleet” and the personnel assigned to each fleet as a “crew”. In May 2021, we announced our commitment to becoming an all-electric pressure pumping services provider and in August 2021, we ceased operations of our last active conventional diesel fleet, marking our exit from the conventional diesel pressure pumping market.
We were originally formed onin March 10, 2016 as a special purpose acquisition company under the name Matlin & Partners Acquisition Corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses. On November 9, 2018, we completed an initiala business combination with USWS Holdings pursuant to a Merger and Contribution Agreement, dated as of July 13, 2018 (as amended, the “Merger and Contribution Agreement”), by and among MPAC, MPAC Merger Sub LLC, a Delaware limited liability company and our wholly owned subsidiary, USWS Holdings, certain owners of equity interests in USWS Holdings and, solely for purposes described therein, the seller representative named therein. The transactions contemplated by the Merger and Contribution Agreement are collectively referred to in this prospectus as the(the “Business Combination.”Combination”). As part of the Business Combination, we changed our name from Matlin & Partners Acquisition Corporation to U.S. Well Services, Inc.
Additional Information
Our principal executive office is located at 770 South1360 Post Oak Lane,Boulevard, Suite 405,1800, Houston, Texas 77056 and our telephone number is (832) 562-3730.
This prospectus and the documents incorporated by reference herein within the meaningcontain “forward-looking statements” as defined in Section 27A of the PrivateUnited States Securities Litigation Reform Act of 1995. These forward-looking1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. These statements may be precededare often identified by followed by or include the words “may,such as “believes,” “might,“expects,” “intends,” “estimates,” “projects,” “anticipates,” “will,” “will likely result,“plans,” “may,” “should,” “estimate,“would,” “plan,“foresee,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions.
our inability to predict the duration or magnitude of the effects of the COVID-19 pandemic, including new and potentially more contagious variants of COVID-19, such as the delta variant, on our business, operations, and financial condition and when or if worldwide oil demand will stabilize and begin to improve;
geological, operating and economic factors and declining prices and market conditions, including reduced expected or realized oil and gas prices and demand for oilfield services and changes in this prospectussupply or in any applicable prospectus supplement,demand for maintenance, repair and operating products, equipment and service;
the effectiveness of management’s strategies and decisions;
our ability to obtain financing, raise capital and continue as well as all documents incorporated by reference herein.a going concern;
our ability to implement our internal growth and acquisition growth strategies;
general economic and business conditions specific to our primary customers;
our ability to profitably convert to an aggregateall-electric pressure pumping services provider;
our ability to collect accounts receivable;
compliance with our debt agreements and equity-related securities;
volatility in market prices;
changes in government regulations;
our ability to effectively integrate businesses we may acquire;
new or modified statutory or regulatory requirements;
availability of approximately $276,000,000 frommaterials and labor;
inability to obtain or delay in obtaining government or third-party approvals and permits;
non-performance by third parties of their contractual obligations;
unforeseen hazards such as natural disasters, catastrophes and severe weather conditions, including floods, hurricanes and earthquakes;
public health crises, such as a pandemic, including the exerciserecent COVID-19 pandemic;
acts of war or terrorist acts and the warrants, assuminggovernmental or military response thereto;
cyberattacks adversely affecting our operation; and
our ability to satisfy the exercise in fullcontinued listing requirements of all the warrants for cash. We expectNasdaq with respect to use the net proceeds from the exercise of the warrants for general corporate purposes, including acquisitions and other business opportunities, capital expenditures and working capital.
This prospectus identifies other factors that could cause such differences. See “Risk Factors.” We cannot assure you that these are all of the risks and uncertainties that could cause actual results to vary materially from the forward-looking statements. Risks and uncertainties that could cause or contribute to such differences also include, but we are requirednot limited to, pay certain offering fees and expensesthose discussed in connectionour filings with the registrationSEC, including under “Risk Factors” in our Amendment No. 1 to our Annual Report on Form 10-K/A filed with the SEC on May 17, 2021, and in our subsequently filed Quarterly Reports on Form 10-Q. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the selling securityholders’ securitiesdate hereof. We assume no obligation and do not intend to indemnify certain selling securityholders against certain liabilities.update these forward-looking statements.
Investing in our securities involves certain risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements” and the risks described below,Statements,” you should carefully consider the specific risks set forth under the caption “Risk Factors” in any applicable prospectus supplement, as well as information included in our definitive proxy statement on Schedule 14A filed in connection with the Business Combination (the “Proxy Statement”), our most recent Annual Report on Form 10-K, and any subsequently filed Quarterly Reports on Form 10-Q and our any subsequently filed Current Reports on Form 8-K, (other than, in each case, information furnished rather than filed),of which areis incorporated herein by reference. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties describedreference in this prospectus, before you decide to purchase any prospectus supplement or in any documentof our securities. The risks incorporated by reference herein or thereinin this prospectus are the material risks of which we are currently aware; however, they may not be the only risks and uncertainties that we may face. Additional risks and uncertainties not presentlycurrently known to us or that we currently believe to beview as immaterial may also adversely affect our business.
We have established relationships with a limited number of suppliers of our raw materials (such as sand, proppant and chemicals). Shouldwill not receive any of our current suppliers be unable to provide the necessary materials or otherwise fail to deliver the materials in a timely manner and in the quantities required, any resulting delays in the provision of services could have a material adverse effect on our business, results of operations and financial condition. Additionally, increasing costs of such materials may negatively impact demand for our services or the profitability of our business operations. In the past, our industry faced sporadic proppant shortages associated with hydraulic fracturing operations requiring work stoppages, which adversely impacted the operating results of several competitors. We may not be able to mitigate any future shortages of materials, including proppant. Furthermore, to the extent our contracts require us to purchase more materials, including proppant, than we ultimately require, we may be forced to pay for the excess amount under “take or pay” contract provisions.
This prospectus relates to the offer and warrants and reduced liquidity in trading for these securities. Although we anticipate that these securities would be eligible for quotation and trading onsale from time to time by the over-the-counter market, there can be no assurance that trading would be commenced or maintained on the over-the-counter market.
The information contained in the financial markets, which could cause our stock price or trading volume to decline.
The registration for resale of the shelf registration statement of which this prospectus forms a part;
The following table sets forth the loss of all or part of your investment. Prior to the Business Combination, there was no public market for the equity securities of USWS or USWS Holdings, and trading in the shares of our Class A common stock has not been active. Accordingly, the valuation ascribed to USWS and our Class A common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide, fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
material relationship with us or our affiliates during the three years prior to the date of this prospectus. The inclusion of any shares of Class A common stock in this table does not constitute an admission of beneficial ownership for the person named below.
Name of selling stockholder | Class A common stock beneficially owned prior to the offering(1) | Class A common stock to be offered | Class A common stock beneficially owned after the offering | |||||||||||||||||
Number | Percentage(2) | Number | Percentage(2) | |||||||||||||||||
Crestview III USWS, L.P. | 29,360,018 | (3) | 56.1 | % | 11,788,757 | 17,571,261 | 33.6 | % | ||||||||||||
Crestview III USWS TE, LLC | 1,448,887 | 2.8 | % | 581,710 | 867,177 | 1.7 | % | |||||||||||||
Regiment Capital Special Situations Fund V., L.P. | 10,757,198 | (5) | 20.5 | % | 1,869,217 | 8,887,981 | 17.0 | % | ||||||||||||
David J. Matlin | 2,900,447 | (6) | 5.5 | % | 482,546 | 2,417,901 | 4.6 | % | ||||||||||||
Ken Campbell | 100,281 | * | % | 22,680 | 77,601 | 0 | % | |||||||||||||
Greg Ethridge | 76,447 | * | % | 14,379 | 62,068 | * | % | |||||||||||||
LNV Corporation | 1,180,353 | (7) | 2.2 | % | 205,327 | 975,026 | 1.9 | % | ||||||||||||
LPP Mortgage, Inc. | 96,625 | (8) | * | % | 96,625 | 0 | 0 | % | ||||||||||||
David Treadwell | 393,503 | (9) | * | % | 57,515 | 355,988 | * | % | ||||||||||||
THRC Holdings, LP | 4,871,994 | (10) | 9.3 | % | 4,636,083 | 235,911 | * | % | ||||||||||||
Farris Wilks | 4,636,083 | 8.8 | % | 4,636,083 | 0 | * | % | |||||||||||||
AG Energy Funding, LLC | 8,679,194 | (11) | 16.5 | % | 7,662,383 | 1,016,812 | 1.9 | % | ||||||||||||
Peter Schoels | 146,576 | * | % | 123,136 | 23,440 | * | % | |||||||||||||
Ross Laris | 1,561,165 | 2.9 | % | 1,561,165 | 0 | * | % |
* | Less than one percent. |
(1) | Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. |
(2) | Calculated based on 52,351,768 shares of Class A common stock issued and outstanding. As of November 1, 2021, assuming (i) the conversion of all 19,610 shares of our Series A Preferred Stock into 1,139,591 shares of our Class A common stock, (ii) the exercise of all outstanding warrants into 4,503,280 shares of Class A common stock, and (iii) the conversion of all of the issued and outstanding Convertible Notes into 26,946,795 shares of Class A common stock, there were 84,941,434 shares of Class A common stock issued and outstanding. Because the selling stockholders are not obligated to sell all or any portion of the shares of our Class A common stock shown as offered by them, we cannot estimate the actual number or percentage of shares of our Class A common stock that will be held by any selling stockholder upon completion of this offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the applicable selling stockholder. |
(3) | Consists of (i) 18,831,237 shares of Class A common stock and 34,036 shares transferred to Crestview III USWS, L.P. by Matlin & Partners Acquisition Sponsor LLC on July 3, 2019, (ii) 987,018 shares of Class A common stock issuable upon exercise of the warrants received by Crestview III USWS, L.P. pursuant to that certain Subscription Agreement dated as of dated July 13, 2018 (the “Initial Warrants”), (iii) 629,271 shares of Class A common stock issuable upon exercise of the warrants issued pursuant to the Series A Purchase Agreement (the “Preferred Warrants”), (iv) 241,199 shares of Class A common stock issuable upon conversion of 19,060 shares of the Series A Preferred Stock and (v) 8,637,257 shares of Class A common stock issuable upon conversion of $38,119,328.56 in aggregate principal amount of the Convertible Notes. Excludes any shares of Class A common stock that may be issued upon exercise of any warrants that may be issued after the date hereof pursuant to the terms of the Series A Purchase Agreement. Crestview Partners III GP, L.P. (“Crestview GP”) is the general partner of the investment funds which are direct or indirect members of Crestview III USWS, L.P. Decisions by Crestview GP to vote or dispose of the securities held by Crestview III USWS, L.P. requires the approval of a majority of the seven members of its investment committee and its chairman, which is composed of the following individuals: Barry S. Volpert (chairman), Thomas S. Murphy, Jr., Robert V. Delaney, Jr., Brian P. Cassidy, Alexander M. Rose, Adam J. Klein and Daniel G. Kilpatrick. None of the foregoing persons has the power individually to vote or dispose of any of such securities. Each of the foregoing individuals, in his capacity as solely a |
member of the investment committee, disclaims beneficial ownership of all such securities. The address of each of the foregoing is c/o Crestview, 590 Madison Avenue, 42nd Floor, New York, NY 10022. Pursuant to the Merger and Contribution Agreement dated July 13, 2018 and Crestview Subscription Agreement dated July 13, 2018, Adam J. Klein is a member of the Company’s board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to Crestview III USWS, L.P). |
(4) | Consists of (i) 929,458 shares of Class A common stock and 1,680 shares transferred to Crestview III USWS TE, LLC by Matlin & Partners Acquisition Sponsor LLC on July 3, 2019, (ii) 48,696 shares of Class A common stock issuable upon exercise of the Initial Warrants, (iii) 31,047 shares of Class A common stock issuable upon exercise of the Preferred Warrants, (iv) 11,873 shares of Class A common stock issuable upon conversion of 207 shares of the Series A Preferred Stock and (v) 426,133 shares of Class A common stock issuable upon conversion of $1,880,671.44 in aggregate principal amount of the Convertible Notes. Excludes any shares of Class A common stock that may be issued upon exercise of any warrants that may be issued after the date hereof pursuant to the terms of the Series A Purchase Agreement. Crestview GP is the general partner of the investment funds which are direct or indirect members of Crestview III USWS TE, LLC. Decisions by Crestview GP to vote or dispose of the securities held by Crestview III USWS TE, LLC requires the approval of a majority of the seven members of its investment committee and its chairman, which is composed of the following individuals: Barry S. Volpert (chairman), Thomas S. Murphy, Jr., Robert V. Delaney, Jr., Brian P. Cassidy, Alexander M. Rose, Adam J. Klein and Daniel G. Kilpatrick. None of the foregoing persons has the power individually to vote or dispose of any of such securities. Each of the foregoing individuals, in his capacity as solely a member of the investment committee, disclaims beneficial ownership of all such securities. The address of each of the foregoing is c/o Crestview, 590 Madison Avenue, 42nd Floor, New York, NY 10022. Pursuant to the Merger and Contribution Agreement dated July 13, 2018 and Crestview Subscription Agreement dated July 13, 2018, Adam J. Klein is a member of the Company’s board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to Crestview III USWS TE, LLC). |
(5) | Regiment Capital Special Situations Fund V, L.P. (“Fund V”) is the holder of the shares reported herein. TCW Special Situations, LLC (“TCW”) is the sole investment manager to Fund V. The investment committee of TCW exercises voting and dispositive power over the shares held by Fund V. The investment committee of TCW consists of more than three members and the approval of a majority of the investment committee is required to approve the vote or disposition of the shares held by Fund V. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Accordingly, no individual member of the investment committee of TCW exercises voting or dispositive control over any of the shares held by Fund V, and none of them will be deemed to have or share beneficial ownership of such shares. Mr. Ryan Carroll is an employee of TCW and has been a director of the Company since November 9, 2018. Mr. Carroll was also a director of a predecessor company of the Company from May 2018 through November 9, 2018. Mr. Kyle O’Neill, an employee of TCW until December 11, 2018, was a director of a predecessor company of the Company from February 2017 through May 2018 and serves as the Company’s Chief Financial Officer. The address of Regiment Capital Special Situations Fund V., L.P. is 1251 Avenue of the Americas, Suite 4700, New York, NY 10020. |
(6) | David J. Matlin is a member of the Company’s board of directors. The business address of David J. Matlin is 600 Fifth Avenue, 22nd Floor, New York, New York 10022. |
(7) | Consists of (i) 975,026 Class A common stock held at CXA-10 Corporation dba CSG Investment Finance, Inc. (“CXA-10”) and (ii) 205,327 Class A common stock held at LNV Corporation. CXA-10 is a direct wholly-owned subsidiary of LNV Corporation. LNV Corporation is a direct wholly-owned subsidiary of Beal Bank USA, which is a direct wholly-owned subsidiary of Beal Financial Corporation (“BFC”). D. Andrew Beal controls BFC through ownership of 100% of the common stock of BFC. The address of LNV Corporation is 7195 Dallas Parkway., Plano, TX 75204. |
(8) | LPP Mortgage, Inc. is a direct wholly-owned subsidiary of Beal Bank, which is a direct wholly-owned subsidiary of BFC. D. Andrew Beal controls BFC through ownership of 100% of the common stock of BFC. The address of LPP Mortgage, Inc. is 6000 Legacy Dr., Plano, TX 75204. |
(9) | David Treadwell is a member of the Company’s board of directors. |
(10) | THRC Management, LLC, as General Partner of THRC Holdings, LP has exclusive voting and investment power over securities beneficially owned by THRC Holdings. Dan Wilks, as sole Manager of THRC Management, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over securities beneficially owned by THRC Holdings, LP. |
(11) | Consists of (i) 305,700 shares of Class A common stock issuable upon conversion of 5,198 shares of the Series A Preferred Stock, (ii) 711,112 shares of Class A common stock issuable upon exercise of the Preferred Warrants and (ii) 8,679,194 shares of Class A common stock issuable upon conversion of $38,000,000 in aggregate principal amount of the Convertible Notes. Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), in its capacity as manager of AG Energy Funding, LLC, has sole power to vote all shares of Class A Common Stock and to dispose of all shares of Class A Common Stock held by AG Energy Funding, LLC. Josh Baumgarten and Adam Schwartz are the managing members of AG GP LLC, a Delaware limited liability company (“AG GP”), which is the sole general partner of Angelo Gordon and Mr. Baumgarten and Mr. Schwartz are the co-chief executive officers of Angelo Gordon. Each of Mr. Baumgarten, Mr. Schwartz and AG GP may be deemed to control Angelo Gordon. The business address of AG Energy Funding, LLC is 245 Park Avenue, 26th Floor, New York, New York 10167 |
TABLEPLAN OF CONTENTS
Selling Securityholder | | | Shares of Class A Common Stock Beneficially Owned Prior to Offering | | | Private Placement Warrants Beneficially Owned Prior to Offering | | | Shares of Class A Common Stock Offered | | | Private Placement Warrants Offered | | | Shares of Class A Common Stock Beneficially Owned After the Offered Shares are Sold | | | % | | | Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants are Sold | | | % | | ||||||||||||||||||||||||
Matlin & Partners Acquisition Sponsor LLC(1) | | | | | 9,341,502 | | | | | | 8,250,000 | | | | | | 9,341,502 | | | | | | 8,250,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Crestview(2) | | | | | 23,875,000 | | | | | | 7,250,000 | | | | | | 23,875,000 | | | | | | 7,250,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Regiment Capital Special Situations Fund V, L.P.(3) | | | | | 10,004,039 | | | | | | — | | | | | | 10,004,039 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Southpaw Credit Opportunity Fund (FTE) Ltd. | | | | | 1,498,762 | | | | | | — | | | | | | 1,498,762 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
GCM Grosvenor Special Opportunities Master Fund, Ltd. | | | | | 1,335,739 | | | | | | — | | | | | | 1,335,739 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Reef Road Master Fund, Ltd. | | | | | 594,964 | | | | | | — | | | | | | 594,964 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sunrise Partners Limited Partnership | | | | | 511,442 | | | | | | — | | | | | | 511,442 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
NZC Guggenheim Fund Limited | | | | | 132,793 | | | | | | — | | | | | | 132,793 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guggenheim Private Debt Fund, Ltd. | | | | | 103,092 | | | | | | — | | | | | | 103,092 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guggenheim Private Debt Master Fund, LLC | | | | | 9,795 | | | | | | — | | | | | | 9,795 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
BKC ASW Blocker Inc. | | | | | 4,359,535 | | | | | | — | | | | | | 4,359,535 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Millstreet Credit Fund LP(4) | | | | | 474,700 | | | | | | — | | | | | | 474,700 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mercer QIF Fund PLC – Mercer Investment Fund 1(4) | | | | | 2,311,835 | | | | | | — | | | | | | 2,311,835 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
USWS Management Company LLC | | | | | 1,111,187 | | | | | | — | | | | | | 1,111,187 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guggenheim Private Debt Fund Note Issuer, LLC | | | | | 1,459,832 | | | | | | — | | | | | | 1,459,832 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Southpaw Credit Opportunity Partners LP | | | | | 1,218,845 | | | | | | — | | | | | | 1,218,845 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PNNT Investment Holdings, LLC | | | | | 1,188,368 | | | | | | — | | | | | | 1,188,368 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
CPTA Master Blocker, Inc. | | | | | 1,125,426 | | | | | | — | | | | | | 1,125,426 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
ORB Investments, LLC | | | | | 916,156 | | | | | | — | | | | | | 916,156 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Verition Multi-Strategy Master Fund Ltd. | | | | | 647,727 | | | | | | — | | | | | | 647,727 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guggenheim Energy Opportunities Fund, LP | | | | | 263,705 | | | | | | — | | | | | | 263,705 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
ORB Investments No. 2, LLC | | | | | 269,182 | | | | | | — | | | | | | 269,182 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
NZC Guggenheim Fund LLC | | | | | 223,610 | | | | | | — | | | | | | 223,610 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PennantPark Credit Opportunities Fund II, LP | | | | | 66,828 | | | | | | — | | | | | | 66,828 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
ALJ Blocker LLC | | | | | 48,028 | | | | | | — | | | | | | 48,028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Maverick Enterprises, Inc. | | | | | 25,839 | | | | | | — | | | | | | 25,839 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Verger Capital Fund LLC | | | | | 12,949 | | | | | | — | | | | | | 12,949 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guggenheim Private Debt Fund, LLC | | | | | 10,308 | | | | | | — | | | | | | 10,308 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brian Stewart | | | | | 10,567 | | | | | | — | | | | | | 10,567 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nathan Houston | | | | | 6,411 | | | | | | — | | | | | | 6,411 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
EMN ENP Fund LP | | | | | 387,311 | | | | | | — | | | | | | 387,311 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Encompass Capital Master Fund L.P. | | | | | 1,112,689 | | | | | | — | | | | | | 1,112,689 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scoggin International Fund Ltd. | | | | | 1,000,000 | | | | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ronin Trading Europe LLP(4) | | | | | 800,000 | | | | | | — | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joel Broussard(5) | | | | | 864,900 | | | | | | — | | | | | | 864,900 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nathan Houston(6) | | | | | 71,600 | | | | | | — | | | | | | 71,600 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matthew Bernard(6) | | | | | 143,300 | | | | | | — | | | | | | 143,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Charles Johnson(6) | | | | | 35,800 | | | | | | — | | | | | | 35,800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert Kurtz(6) | | | | | 35,800 | | | | | | — | | | | | | 35,800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dean Fullerton(6) | | | | | 14,300 | | | | | | — | | | | | | 14,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jared Oehring(6) | | | | | 14,300 | | | | | | — | | | | | | 14,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PennantPark SBIC LP | | | | | 81,383 | | | | | | — | | | | | | 81,383 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
BlackRock Capital Investment Corporation | | | | | 265,683 | | | | | | — | | | | | | 265,683 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
CapitalSouth Partners Fund II, Limited Partnership | | | | | 15,415 | | | | | | — | | | | | | 15,415 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
CapitalSouth Partners SBIC Fund III, L.P. | | | | | 61,658 | | | | | | — | | | | | | 61,658 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
CM Finance SPV, Ltd. | | | | | 77,212 | | | | | | — | | | | | | 77,212 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Southpaw Credit Opportunity Master Fund LP | | | | | 151,070 | | | | | | — | | | | | | 151,070 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Piper Jaffray & Co. | | | | | 509,337 | | | | | | — | | | | | | 509,337 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sale of Class A common stock issuable upon exercise of 8,250,000 Private Placement Warrants that are exercisable commencing on December 9, 2018. Also includes 5,150,000
The selling securityholdersstockholders and any of their pledgees, donees, assignees, transferees and successors-in-interest may, from time to time, sell, separately or together, some or all of the shares of our Class A common stock or Private Placement Warrants covered by this prospectus on Nasdaq or any other stock exchange, market or trading facility on which the shares or Private Placement Warrants are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the selling securityholdersstockholders gift, pledge or otherwise transfer the securities offered hereby, such transferees may offer and sell the securities from time to time under this prospectus, provided that, if required under the Securities Act, and the rules and regulations promulgated thereunder, this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the Securities Act, tothey include the name of such transferee in the list of selling securityholdersstockholders under this prospectus. Subject to compliance with applicable law, the selling securityholdersstockholders may use any one or more of the following methods when selling shares of Class A common stock or Private Placement Warrants:
ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;
block trades in which the broker-dealer will attempt to sell the shares of Class A common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
“at the market” or through market makers or into an existing market for the shares of Class A common stock or Private Placement Warrants;stock;
through one or more underwritten offerings on a firm commitment or best efforts basis;
settlement of short sales entered into after the date of this prospectus;
agreements with broker-dealers to sell a specified number of such shares of Class A common stock or Private Placement Warrants at a stipulated price per share or warrant;share;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
through the distribution of Class A common stock or Private Placement Warrants by any selling securityholderstockholder to its partners, members or securityholders;
a combination of any such methods of sale; or
any other method permitted pursuant to applicable law.
To our knowledge, the selling securityholdersstockholders have not entered into any agreements, understandings or arrangements with any underwriters or broker/dealers regarding the sale of the shares of Class A common stock or Private Placement Warrants covered by this prospectus. At any time a particular offer of the shares of Class A common stock or Private Placement Warrants covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will set forth the aggregate amount of shares of Class A common stock or Private Placement Warrants covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents. In addition, to the extent required, any discounts, commissions, concessions and other items constituting underwriters’ or agents’ compensation, as well as any discounts, commissions or concessions allowed or reallowed or paid to dealers, will be set forth in such revised prospectus or prospectus supplement. Any such required prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the shares of Class A common stock or Private Placement Warrants covered by this prospectus.
To the extent required, any applicable prospectus supplement will set forth whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the Class A common stock at levels above those that might otherwise prevail in the open market, including, for example, by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids.
The selling securityholdersstockholders may also sell shares of our Class A common stock or Private Placement Warrants under Rule 144 under the Securities Act, if available, or in other transactions exempt from registration, rather than under this prospectus. The selling securityholdersstockholders have the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any particular time.
Broker-dealers engaged by the selling securityholdersstockholders may arrange for other brokers-dealers to participate in sales. If the selling securityholdersstockholders effect such transactions by selling securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling securityholdersstockholders (and/or, if any broker-dealer acts as agent for the purchaser of shares of Class A common stock, or Private Placement Warrants, from the purchaser) in amounts to be negotiated.
In connection with the sale of the Class A common stock or Private Placement Warrants or interests therein, the selling securityholdersstockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Classclass A common stock or Private Placement Warrants in the course of hedging the positions they assume. The selling securityholdersstockholders may also sell shares of the Class A common stock or Private Placement Warrants short after the effective date of the registration statement of which this prospectus is a part and deliver these securities to close out their short positions, or loan or pledge the Class A common stock or Private Placement Warrants to broker-dealers that in turn may sell these securities. The selling securityholdersstockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares or Private Placement Warrants offered by this prospectus, which shares or Private Placement Warrants such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling securityholdersstockholders may from time to time pledge or grant a security interest in some or all of their shares of Class A common stock or Private Placement Warrants to their broker-dealers under the margin provisions of customer agreements or to other parties to secure other obligations. If a selling securityholderstockholder defaults on a margin loan or other secured obligation, the broker-dealer or secured party may, from time to time, offer and sell the shares of Class A common stock pledged or secured thereby pursuant to this prospectus. The selling securityholdersstockholders and any other persons participating in the sale or distribution of the shares of Class A common stock or Private Placement Warrants will be subject to applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of Class A common stock or Private Placement Warrants by, the selling securityholdersstockholders or any other person, which limitations may affect the marketability of the shares of Class A common stock or Private Placement Warrants.
The selling securityholdersstockholders also may transfer the shares of our Class A common stock or Private Placement Warrants in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.
A selling securityholderstockholder that is an entity may elect to make a pro rata in-kind distribution of shares of Class A common stock or warrants to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that such members, partners or shareholders are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradeable shares of Class A common stock pursuant to the distribution through a registration statement.
The selling securityholdersstockholders and any broker-dealers or agents that are involved in selling the shares of Class A common stock or Private Placement Warrants may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of Class A common stock or Private Placement Warrants purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. To our knowledge, no selling securityholderstockholder has entered into any agreement or understanding, directly or indirectly, with any person to distribute the shares of our Class A common stock.
We are required to pay all fees and expenses incident to the registration of shares of our Class A common stock and Private Placement Warrants.stock. We have agreed to indemnify certain selling securityholdersstockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. We and the selling securityholdersstockholders may agree to indemnify underwriters, broker-dealers or agents against certain liabilities, including liabilities under the Securities Act, and may also agree to contribute to payments which the underwriters, broker-dealers or agents may be required to make.
There can be no assurance that any selling securityholderstockholder will sell any or all of the securities registered pursuant to the registration statement of which this prospectus is a part.
The following description is a summary and Outstandingdoes not purport to be complete. It is subject to, and qualified in its entirety by reference to, the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), as amended by the Certificate of Amendment to the Certificate of Incorporation dated effective as of September 30, 2021 (the “Certificate of Amendment”), our Amended and Restated Bylaws (the “Bylaws”), our Certificate of Designations with respect to our Series A Redeemable Convertible Preferred Stock
General
The Certificate of Incorporation provides that the total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which we are authorized to issue is 440,000,000 shares, consisting of (i)(a) 430,000,000 shares of common stock (the “Common Stock”), including (1)(i) 400,000,000 shares of Class A common stock, (2)(ii) 20,000,000 shares of Class B common stock, and (3)(iii) 10,000,000 shares of Class F common stock, par value $0.0001 per share (the “Class F common stock”), and (ii)(b) 10,000,000 shares of preferred stock.stock (the “Preferred Stock”), including 55,000 shares of Series A Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”) and 22,050 shares of Series B Preferred Stock. As of the date of this prospectus, we had: (i) 35 holders of record of Class A common stock and 50,079,676November 1, 2021, 52,351,768 shares of Class A common stock, outstanding; (ii) 20 holders of record of Class B common stock and 14,546,7550 shares of Class B common stock, outstanding; (iii) no19,610 shares of Class F common stock outstanding; (iv) noSeries A Preferred Stock and 0 shares of preferred stock outstanding;Series B Preferred Stock were issued and (v) four holders of the Company’s warrants and 48,000,000 warrants outstanding. All of the Company’s shares of the Class F common stock that were not forfeited in connection with the Business Combinationour November 9, 2018 business combination (the “Business Combination”) with USWS Holdings LLC, a Delaware limited liability company (“USWS Holdings”), were converted into shares of Class A common stock on a one-for-one basis at the Closing.closing of the Business Combination.
Class A Common Stock
Holders of the Class A common stock are entitled to one vote for each share held on all matters to be voted on by the Company’s stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’sour stockholders, except as required by law. Unless specified in our Second Amended and Restated Charterthe Certificate of Incorporation (including any certificate of designation of preferred stock) or the bylaws of the Company,Bylaws, or as required by applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’sour shares of common stockCommon Stock that are voted is required to approve any such matter voted on by the Company’sour stockholders. In the case of an election of directors, where a quorum is present, a plurality of the votes cast will be sufficient to elect each director.
In the event of a liquidation, dissolution or winding up of the Company,us, the holders of the Class A common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the Class A common stock. The Company’s stockholdersholders of the Class A common stock have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class A common stock.
Holders of the Class A common stock are entitled to receive dividends from the Company when, as and if declared by the Board.
Class B Common Stock
In connection with the Business Combination, and pursuant to the Merger and Contribution Agreement, dated as of July 13, 2018, and amended on August 9, 2018, and further amended on November 2, 2018, with MPAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, USWS Holdings, certain owners of equity interests in USWS Holdings (the “Blocker Companies”) and, solely for purposes described therein, the seller representative named therein, the Company issued 14,546,755 shares of Class B common stock to certain owners of equity interests in USWS Holdings other than the Blocker Companies (the “Non-Blocker USWS Members. Members”). Non-Blocker USWS Members were issued units of USWS UnitsHoldings (“USWS Units”) and an equal number of shares of Class B common stock.Common Stock. The Non-Blocker USWS Members collectively own all of our outstanding shares of Class B common stock. We expect to maintain a one-to-one ratio between the number of outstanding shares of Class B common stock and the number of USWS Units held by persons other than the Company, so holders of USWS Units (other than the Company) will have a voting interest in the Company that is proportionate to their economic interest in USWS Holdings.
Shares of Class B common stock (i) may be issued only in connection with the issuance by USWS Holdings of a corresponding number of USWS Units and only to the person or entity to whom such USWS Units are issued and (ii) may be registered only in the name of (1) a person or entity to whom shares of Class B common stock are issued as described above, (2) its successors and assigns, (3) their respective permitted transferees or (4) any subsequent successors, assigns and permitted transferees. A holder of shares of Class B common stock may transfer shares of Class B common stock to any transferee (other than the Company) only if, and only to the extent permitted by the Amended and Restated Limited
Holders of shares of ourthe Class B common stock will vote together as a single class with holders of shares of ourthe Class A common stock on all matters properly submitted to a vote of the stockholders. In addition, holders of shares of Class B common stock, voting as a separate class, will be entitled to approve any amendment, alteration or repeal of any provision of our Second Amended and Restated Charterthe Certificate of Incorporation that would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.
Holders of Class B common stock will not be entitled to any dividends from the Company and will not be entitled to receive any of our assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs. The holders of the Class B common stock have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class B common stock. No shares
Preferred Stock
The Certificate of Class B common stock are being issued or registered in this offering.
Series A Preferred Stock
The Series A Preferred Stock ranks senior to the Class A common stock and Class B common stock, and in parity with the Series B Preferred Stock, with respect to distributions and upon a liquidation, winding-up or dissolution of our affairs. The Series A Preferred Stock have only specified voting rights, including with respect to the issuance or creation of senior securities, amendments to the Certificate of Incorporation that negatively impact the rights of the holders of Series A Preferred Stock and the payment of dividends on, repurchase or redemption of Class A common stock.
Holders of Series A Preferred Stock will receive distributions of 12.00% per annum on the then-applicable liquidation preference for the first two years after issuance and 16.00% per annum on the liquidation preference thereafter. Distributions are not required to be paid in cash and, if not paid in cash, will automatically accrue and be added to the liquidation preference.
We have the option, but no preferredobligation, to redeem the Series A Preferred Stock for cash. If we notify the holders that we have elected to redeem shares of Series A Preferred Stock, the holder may instead elect to convert such shares into shares of Class A common stock. If we fund the redemption with proceeds of an equity offering within one year of May 24, 2019 (the “Series A Preferred Closing Date”), then any converting shares will convert at a ratio that is based on the higher of the price to the public in the offering and the ordinary conversion price, which initially was $23.35 (as adjusted for our reverse split of 1-for-3.5 (1:3.5)). Otherwise, such converting shares will convert by reference to the ordinary conversion price. In any event, shares of Series A Preferred Stock converting in response to a redemption notice will net settle for a combination of cash and Class A common stock.
Following the first anniversary of the Series A Preferred Closing Date, each holder of Series A Preferred Stock may convert all or any portion of its shares of Series A Preferred Stock into Class A common stock outstandingbased on the then-applicable liquidation preference, subject to anti-dilution adjustments, at any time, but not more than once per quarter, so long as any conversion is for at least $1 million based on the liquidation preference on the date hereof. Althoughof the conversion notice.
Following the third anniversary of the Series A Preferred Closing Date, we do not currently intend to issuemay cause the conversion of all or any sharesportion of preferredthe Series A Preferred Stock into Class A common stock if (i) the closing price of the Class A common stock is greater than 130% of the conversion price for 20 days over any 30-day trading period; (ii) the average daily trading volume of the Class A common stock exceeded 250,000 for 20 days over any 30-day trading period; and (iii) we cannot assure you that we will not do so inhave an effective registration statement on file with the future. No sharesSEC covering resales of preferred stock are being issued or registered in this offering.
Holders of shares of Series A Preferred Stock are entitled to receive cumulative dividends, compounding quarterly and do not anticipate declaring any dividendspayable in arrears, from the foreseeable future. The payment of cash dividends is dependent upon our revenues and earnings, capital requirements and general financial condition, and is withinSeries A Preferred Closing Date until the discretionsecond anniversary of the Board. HoldersSeries A Preferred Closing Date, at an annual rate of 12.0% on the then-applicable liquidation preference, and thereafter, 16% of the liquidation preference. Dividends are payable, at our option, in cash from legally available funds or in kind by increasing the liquidation preference of the outstanding Series A Preferred Stock by the amount per share of the dividend on February 24, May 24, August 24, and November 24 of each year, which commenced on August 24, 2019.
Series B Preferred Stock
The Series B Preferred Stock ranks senior to the Class A common stock and Class B common stock, and in parity with the Series A Preferred Stock, with respect to distributions. The Series B Preferred Stock has only specified voting rights, including with respect to the issuance or creation of senior securities, amendments to the Certificate of Incorporation that negatively impact the rights of the Series B Preferred Stock and the payment of dividends on, or repurchase or redemption of, Class A common stock.
Holders of the Series B Preferred Stock received distributions of 12.00% per annum on the then-applicable liquidation preference until May 24, 2021 and 16.00% per annum on the liquidation preference thereafter. Distributions were not required to be paid in cash and, if not paid in cash, automatically accrued and were added to the liquidation preference.
On September 17, 2021, we converted all of the outstanding shares of the Series B Preferred Stock pursuant to the Certificate of Designations Amendment.
Convertible Notes
In June 2021 and July 2021, we issued and sold $136.5 million in aggregate principal amount of Convertible Notes in a private placement pursuant to the Note Purchase Agreement. The Convertible Notes bear interest at a rate of 16.0% per annum. Accrued and unpaid interest is calculated on the last day of each quarter, commencing September 30, 2021, and will not be entitledpaid in kind (“PIK”) on such date by increasing the unpaid principal amount of the outstanding Convertible Notes.
Pursuant to the Note Purchase Agreement, in June 2021 and July 2021, we issued and sold $75.0 million in principal amount of Convertible Notes that are convertible at any dividendstime at the holder’s option, into shares of Class A common stock for cash (the “Cash Notes”). The conversion prices of the Cash Notes range from $3.43 to $4.38, subject to adjustment. In June 2021, we issued and sold $39.0 million in principal amount of Convertible Notes that are convertible at any time at the Company.holder’s option, into shares of Class A common stock in exchange for 30,390 shares of the Company’s Series A preferred stock (the “Exchange Notes” and, together with the Cash Notes, the “Equity Linked Notes”). The Exchange Notes are convertible at a conversion price of $7.00, subject to adjustment.
Each Equity Linked Note, subject to earlier conversion, is due and payable on June 5, 2026 in shares of Class A common stock equal to the entire outstanding and unpaid principal balance, plus any PIK interest, subject to certain limitations on the number of shares of Class A common stock that may be issued and which would require us to settle the conversion in payment partially in cash. The number of shares of Class A common stock to be issued will be based on the 20-day volume weighted average trading price of the Class A common stock immediately preceding the maturity date. The Equity Linked Notes are convertible at any time at the option of the holder into a number of shares of Class A common stock equal to the principal amount of such notes then outstanding plus PIK interest through the conversion date divided by the then applicable conversion price as described above. If we experience an event of default (as defined in the Note Purchase Agreement), which is continuing on the maturity date, then payment of principal and PIK interest shall be made in cash on any outstanding Equity Linked Notes.
Additionally, following the first anniversary of the Note Purchase Agreement, and at any time in which there are no issued and outstanding shares of Series A preferred stock or Series B preferred stock, if the 20-day volume weighted average trading price of the Class A common stock is greater than $7.00 for 10 trading days during any 20 consecutive trading day period, we may deliver a notice to the holder of an Equity Linked Note to convert such Equity Linked Notes at the conversion prices set forth above.
Election of Directors
Our Board is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.
Registration Rights
On April 1, 2020, in connection with the closing of the issuance of the Series B preferred stock and pursuant to the Purchase Agreement, we entered into a Registration Rights Agreement (as amended, the “Registration Rights Agreement”) with the selling stockholders relating to the registration of the Class A common stock issuable upon conversion of the Series B Preferred Stock (the “Registrable Securities”). Pursuant to the Registration Rights Agreement, we filed a registration statement that was declared effective by the SEC on August 28, 2020 (the “Existing Registration Statement”). On September 14, 2021, we entered into a Second Amendment to the Registration Rights Agreement (the “Registration Rights Agreement Amendment”). Pursuant to the Registration Rights Agreement Amendment, we agreed to use our commercially reasonable efforts to file a registration statement covering the Registrable Securities that were not included on the Existing Registration Statement on or before November 30, 2021. The holders of Registrable Securities will have the right, upon notice, to require us to register a minimum of $10 million of additional Registrable Securities within 10 business days by amending our registration statement or filing a new shelf registration statement. In certain circumstances, and subject to customary qualifications and limitations, the holders of Registrable Securities will have piggyback registration rights on offerings of Class A common stock initiated by us, and the selling stockholders will have rights to request that we initiate up to two Underwritten Offerings (as defined in the Registration Rights Agreement) of Registrable Securities in any 365 day period.
We will bear all expenses incurred in connection with the filing of any such registration statements and any such offerings, other than underwriting discounts and commission on the sale of Registrable Securities and the fees and expenses of counsel to holders of Registrable Securities. The Registration Rights Agreement also includes customary provisions regarding indemnification and contribution.
On June 24, 2021, in connection with the issuance and sale of the Convertible Notes and pursuant to the Note Purchase Agreement, we entered into a Registration Rights Agreement (the “Convertible Notes Registration Rights Agreement”) with the Convertible Notes purchasers party thereto, and on June 25, 2021, in connection with the issuance and sale of an additional Equity Note and an additional Exchange Note, we entered into an amendment to the Convertible Notes Registration Rights Agreement with the Convertible Notes purchasers party thereto, relating to the registration of the Class A common stock issued or issuable upon conversion of the Convertible Notes (collectively, the “Convertible Notes Registrable Securities”). Pursuant to the Convertible Notes Registration Rights Agreement, we agreed to provide certain resale registration rights to the Convertible Notes purchasers and to, among other things, file a shelf registration statement with the SEC.
The registration statement of which this prospectus forms a part is the registration statement required by the terms of the Registration Rights Agreement Amendment and the Convertible Notes Registration Rights Agreement.
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
Certain Anti-Takeover Provisions of Delaware Law
We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:
a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
an affiliate of an interested stockholder; or
an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
our Board approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
on or subsequent to the date of the transaction, the business combination is approved by our Board and authorized at a meeting of its stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws
Staggered Board; Removal of Directors. The Certificate of Incorporation divides our Board into three classes with staggered three-year terms. In addition, the Certificate of Incorporation provides that directors may be removed only for cause and only by the affirmative vote of the holders of 66 2/3% of the voting power of all then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class. Under the Certificate of Incorporation, any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office. Furthermore, the Certificate of Incorporation provides that the authorized number of directors may be changed only by the resolution of our Board. The classification of our Board and the limitations on the ability of our stockholders to remove directors, change the authorized number of directors and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us.
Stockholder Action; Special Meeting of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations. The Certificate of Incorporation and Bylaws provide that any action required or permitted to be taken by our stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to the Class B common stock and the Class F common stock, with respect to which action may be taken by written consent. The Certificate of Incorporation and Bylaws also provide that, except as otherwise required by law, special meetings of the stockholders can only be called by the Chairman of the Board, Chief Executive Officer, or the Board. In addition, the Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our Board. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board, or by a stockholder of record on the record date for the meeting who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These
provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities. These provisions also could discourage a third party from making a tender offer for our common stock because even if the third party acquired a majority of our outstanding voting stock, it would be able to take action as a stockholder, such as electing new directors or approving a merger, only at a duly called stockholders meeting and not by written consent.
Super-Majority Voting. The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. The Bylaws may be amended or repealed by a majority vote of our Board or the affirmative vote of the holders of at least 66 2/3% of the voting power of all then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class. In addition, the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock entitled to vote isrequired to amend or repeal or to adopt any provisions inconsistent certain provisions of the Certificate of Incorporation described above.
Exclusive Forum Selection. The Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to us or our stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of the DGCL or the Certificate of Incorporation or the Bylaws, or (iv) any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Although the Certificate of Incorporation contains the choice of forum provision described above, we do not expect this prospectus,choice of forum provision will apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction.
Authorized but Unissued Capital Stock. Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would apply so long as the Class A common stock remains listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of Class A common stock. Authorized shares may be issued for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.
One of the effects of the existence of unissued and unreserved Class A common stock or Preferred Stock may be to enable our Board to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of Class A common stock at prices higher than prevailing market prices.
Description of Warrants
General
As of November 1, 2021, there were outstanding warrants exercisable for 24,000,0002,738,202 shares of our Class A common stock, consisting of (i) 9.994,635 Public Warrants (as defined below) exercisable for an aggregate of 16,250,0001,427,806 shares of our Class A common stock issued pursuant to the warrant agreement2017 Warrant Agreement entered into in
connection with our initial public offering andoffering; (ii) 9,172,782 Private Placement Warrants (as defined below) exercisable for an aggregate of 7,750,0001,310,398 shares of our Class A common stock issued in a private placement that closed simultaneously with the closing of our initial public offering.
Public and Private Placement Warrants
We issued (i) an aggregate of 32,500,000 warrants to purchase shares of the Class A common stock pursuant to the 2017 Warrant Agreement entered into in connection with our initial public offering (the “Public Warrants”) and (ii) an aggregate of 15,500,000 warrants to purchase shares of the Class A common stock issued in a private placement that closed simultaneously with the closing of our initial public offering (the “Private Placement Warrants,” and, together with the Public Warrants,
Each warrantoutstanding Public or Private Placement Warrant entitles the registered holder to purchase one-halfone-seventh of one share of ourthe Class A common stock at a price of $5.75 per halfone-seventh share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering or 30 days after the Closing. For example, if a warrant holder holds two warrants, such warrants will be exercisable for one share of the company’s Class A common stock.adjustment. The outstanding Public and Private Placement Warrants must be exercised for a whole share. The warrants will expire five years after the completion of our initial business combination,Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
in whole and not in part;
at a price of $0.01 per warrant;
upon not less than 30 days’ prior written notice of redemption (the “30-day“30-day redemption period”) to each warrant holder; and
if, and only if, the reported last sale price of ourthe Class A common stock equals or exceeds $24.00$84.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
If we call the warrantsPublic and Private Placement Warrants for redemption as described above, our managementwe will have the option to require all holders that wish to exercise warrantsPublic or Private Placement Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the numberIf we take advantage of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event,this option, each holder would pay the exercise price by surrendering the warrantsPublic or Private Placement Warrants for that number of shares of the Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of the Class A common stock underlying thesuch warrants, multiplied by the difference between the exercise price of thesuch warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takeswe take advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants,Public and Private Placement Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrantsthe Public and Private Placement Warrants for redemption and our management doeswe do not take advantage of this option, M&PMatlin & Partners Acquisition Sponsor LLC and its permitted transferees would still be entitled to exercise their Public or Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their Public or Private Placement Warrants on a cashless
basis. The Private Placement Warrants will not be redeemable by us so long as they are held by the initial holders or their permitted transferees. If holders of such Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as describedbasis.
The exercise price, the redemption price and number of shares of Class A common stock issuable on exercise of the outstanding Public and Private Placement Warrants may be adjusted in more detail below.
The outstanding Public and Private Placement Warrants were issued in registered form under the 2017 Warrant Agreement. The Public and Private Placement Warrants may be exercised upon surrender of the warrant certificate on or prior to be subjectthe expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to a requirement that such holder willus, for the number of Public and Private Placement Warrants being exercised. The warrant holders do not have the rightrights or privileges of holders of Class A common stock and any voting rights until they exercise their Public or Private Placement Warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the Public and Private Placement Warrants, each holder will be entitled to one vote for each share of Class A common stock held of record on all matters to be voted on by our stockholders.
No outstanding Public and Private Placement Warrants will be exercisable unless at the time of exercise such warrant,a prospectus relating to Class A Common Stock issuable upon exercise of the Public and Private Placement Warrants is current and available throughout the 30-day redemption period and the Class A common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants.
Public and Private Placement Warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares of Class A common stock will be issued upon exercise of the outstanding Public and Private Placement Warrants. If, upon exercise of the Public and Private Placement Warrants, a holder would be entitled to receive a fractional interest in a share of Class A common stock, we will, upon exercise, round down to the extent that after giving effectnearest whole number the number of shares of Class A common stock to such exercise, such person (together with such person’s affiliates),be issued to the warrant agent’s actual knowledge, would beneficially ownholder.
Purchase Agreement Warrants
Each warrant issued pursuant to the Series A Purchase Agreement entitles the registered holder to purchase the number of shares of the Class A common stock stated in excesssuch warrant at a price of 9.8% (or such other amount$7.66 per share, subject to adjustment as discussed below, at any time commencing on the date that is six months and one day after the Series A Preferred Closing (the “Exercisable Date”). Warrants must be exercised for a holder may specify)whole share. The warrants will expire on the sixth anniversary of the Exercisable Date, at 5:00 p.m., New York City time.
No warrant will be exercisable, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares of Class A common stock outstanding immediately after giving effect toupon such exercise.
If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common
stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported during the ten trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible), other than: (i)than as described above, (ii) certain ordinary cash dividends, (iii) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business
If the number of outstanding shares of ourthe Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.
Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.
In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporationentity (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of ourthe Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercisedheld a number of shares of Class A common stock equal to the aggregate of the shares of Class A common stock purchasable upon exercise of their warrants immediately prior to such event.event (the “Alternative Issuance”). However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by
such holders in such consolidation or merger, that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A common stock, (i) the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercisedheld a number of shares of Class A common stock equal to the warrantaggregate of the shares of Class A common stock purchasable upon exercise of their warrants prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement.2019 Warrant Agreement and (ii) if we are not the issuer of the securities constituting the Alternative Issuance, then we and such issuer(s) will take such action so as to ensure the availability of Section 3(a)(9) under the Securities Act for any issuance of such securities upon the exercise of the warrants and the tacking of the “holding period” under Rule 144 under the Securities Act for the warrants to such securities. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement2019 Warrant Agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement)2019 Warrant Agreement) of the warrant.
The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, LLC, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.2019 Warrant Agreement. The warrant agreement2019 Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65%75% of the then outstanding Public Warrantswarrants issued pursuant to the Series A Purchase Agreement to make any change that adversely affects the interests of the registered holders of Public Warrants.
The warrants may be exercised upon the surrender of the certificate evidencing such warrant certificate on or prior tobefore the expiration date at the offices of the warrant agent, with the exercisesubscription form, onas set forth in the reverse sidewarrants, duly executed, for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the warrant certificate completed and executed as indicated, accompaniednumber of shares of Class A Common Stock underlying the warrants to be exercised, multiplied by full payment ofthe difference between the exercise price (orof the warrants per share and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the volume weighted average price of the Class A common stock as reported during the ten (10) trading day period ending on a cashless basis, if applicable), by certifiedthe second trading day prior to the date on which the notice of warrant exercise or official bank check payable to us, for the number of warrants being exercised. redemption is sent.
The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain any value from the fractional interest that will not be issued.
Rule 144
General
Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
1% of the total number of shares of common stock then outstanding; or
average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company, such as us. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, if we have filed all Exchange Act reports and materials as set forth in the third bullet of the date ofpreceding paragraph, then the selling stockholders may be able to sell the securities covered by this prospectus we had 64,626,431 shares of our capital stock issued and outstanding, consisting of (i) 50,079,676 shares of Class A common stock and (ii) 14,546,755 shares of Class B common stock. Of these shares, 3,576,507 shares of Class A common stock were sold in our initial public offering and are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning ofpursuant to Rule 144 under the Securities Act. All of the remaining 61,049,924 shares and all 15,500,000 Private Placement Warrants are restricted securities under Rule 144.without registration.
The validity of the securities offered herebydescribed in this prospectus will be passed onupon for us by Winston & StrawnPorter Hedges LLP, New York, New York.
The consolidated financial statements of U.S. Well Services, LLCInc. as of December 31, 2017 (Successor)2020 and 2016 (Predecessor),2019, and for the periods of February 2, 2017 to December 31, 2017 (Successor), January 1, 2017 to February 1, 2017 (Predecessor), and for each of the years in the two-year periodthen ended, December 31, 2016 (Predecessor), incorporated herein by reference to the Company’s definitive proxy statement on Schedule 14A filed on October 10, 2018, have been incorporated by reference herein in reliance upon the report of KPMG, LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in auditingaccounting and accounting.
We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC.SEC pursuant to the Exchange Act. You may read copies of these reports, proxy statements and copy anyother documents filed by us at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please callwebsite, the SEC at 1-800-SEC-0330 for further information about the public reference room. Our filings with the SEC are also available to the public through the SEC’s Internet site ataddress of which is http://www.sec.gov.
This prospectus forms part of a registration statement on Form S-3we have filed with the SEC relating to, among other things, the securities coveredClass A common stock. As permitted by SEC rules, this prospectus. This prospectus is a part ofdoes not contain all the information we have included in the registration statement and does not contain all of the information inaccompanying exhibits and schedules we have filed with the SEC. You may refer to the registration statement. Whenever a reference is made instatement, exhibits and schedules for more information about us and the Class A common stock. The statements this prospectus makes pertaining to athe content of any contract, agreement or other document of ours, please be aware that the reference is only a summary and that you should referan exhibit to the exhibits that are part of the registration statement necessarily are summaries of their material provisions, and we qualify them in their entirety by reference to those exhibits for a copycomplete statements of the contract or other document. You may review a copy of thetheir provisions. The registration statement, at the SEC’s public reference room in Washington, D.C., as well asexhibits and schedules are available through the SEC’s Internet site.website.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC’s rules allowSEC allows us to “incorporate by reference” the information into this prospectus. Thisin certain documents that we file with it, which means that we can disclose important information to you by referring you to another document. Anydocuments previously filed with the SEC. The information referredincorporated by reference is considered to in this way is consideredbe part of this prospectus, fromand the dateinformation that we subsequently file that document. Any reports filed by us with the SEC afterwill automatically update and supersede this information. This prospectus incorporates by reference the date of the initial registration statement and prior to effectiveness of the registration statementCompany’s documents listed below and any reports filed by us with the SECfuture filings made after the date of this prospectus and beforeprior to the date that the offerings of the securities by meanstermination of this prospectus are terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.
• | Our Amendment No. 1 to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, filed with the SEC on May 17, 2021, including the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 13, 2021, incorporated by reference therein (File No. 001-38025); |
• | Our Quarterly Reports on Form 10-Q for the period ended March 31, 2021, filed with the SEC on May 17, 2021, for the period ended June 30, 2021, filed with the SEC on August 12, 2021, and for the period ended September 30, 2021, filed with the SEC on November 12, 2021(File No. 001-38025); |
• | Our Current Reports on Form 8-K, filed with the SEC on January 25, 2021, February 17, 2021, February 24, 2021, March 10, 2021, May 12, 2021, May 17, 2021(two filings), May 27, 2021, June 4, 2021, June 28, 2021, July 6, 2021, July 16, 2021, August 11, 2021, August 13, 2021, August 20, 2021, August 26, 2021, September 10, 2021, September 17, 2021, October 1, 2021, October 6, 2021 and October 27, 2021 (excluding any information furnished pursuant to Item 2.02 or Item 7.01, or any corresponding information furnished under Item 9.01, of any such Current Report on Form 8-K) (File No. 001-38025); and |
• | Description of our Class A common stock and outstanding warrants contained in our Registration Statement on Form 8-A filed with the SEC on March 7, 2017 (File No. 001-38025) and any amendment or report filed for purposes of updating that description. |
You may obtain copies of these documents, other than exhibits, free of charge on our website, www.uswellservices.com, as soon as reasonably practicable after they have been filed with the date ofSEC and through the initial registration statement and prior to effectiveness of the registration statement and after the date of this prospectus and before the termination of the offerings to which this prospectus relates.
U.S. Well Services, Inc.
Attn: Corporate Secretary770 South
1360 Post Oak Lane,Boulevard, Suite 405
1800
Houston, Texas 77056
832-562-3730
Part II
Information not required in prospectus
Item 14. | Other Expenses of Issuance and Distribution |
The following table sets forth the costs and expenses to be borne by the Registrant in connection with the offerings described in this Registration Statement.
| Registration fee | | | | $ | 99,077 | | |
| FINRA filing fee | | | | | * | | |
| Printing | | | | | * | | |
| Accounting fees and expenses | | | | | * | | |
| Legal fees and expenses | | | | | * | | |
| Miscellaneous | | | | | * | | |
| Total | | | | | * | | |
|
Registration fee | $ | 5,629.11 | ||
FINRA filing fee | * | |||
Printing | * | |||
Accounting fees and expenses | * | |||
Legal fees and expenses | * | |||
Miscellaneous | * | |||
|
| |||
Total | * | |||
|
|
* | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
Item 15. | Indemnification of Directors and Officers |
Our Second Amended and Restated Certificate of Directors and Officers
We have entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided in our second amendedSecond Amended and restated certificateRestated Certificate of incorporation.Incorporation. We believe that these provisions and agreements are necessary to attract qualified directors and officers. Our bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether the DGCL would permit indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.
These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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Item 16. | Exhibits |
The following is a list of all exhibits filed as a part of this registration statement on Form S-3, including those incorporated herein by reference.
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Undertakings |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
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(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided
, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415 (a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the |
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undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(d) | The undersigned registrant hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 3, 2018.November 22, 2021.
U.S. WELL SERVICES, INC. | ||||
By: | /s/ Joel Broussard | |||
Name: | Joel Broussard | |||
Title: | President, Chief Executive Officer and Director |
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Joel Broussard and Kyle O’Neill, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this registration statement, including post-effective amendments, and any registration statement relating to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||||
/s/ Joel Broussard Joel Broussard | President, Chief Executive Officer and Director (Principal Executive Officer) | |||||||
/s/ Kyle O’Neill Kyle O’Neill | Chief Financial Officer | November 22, 2021 | ||||||
/s/ Jasper Antolin Jasper Antolin | Principal Accounting | |||||||
/s/ Richard Burnett Richard Burnett | Director | November 22, 2021 | ||||||
/s/ Ryan Carroll Ryan Carroll | Director | November 22, 2021 | ||||||
/s/ Adam Klein Adam Klein | Director | November 22, 2021 |
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Signature | Title | Date | ||||||||
/s/ David Matlin David Matlin | Director | |||||||||
/s/ David Treadwell David Treadwell | Director | |||||||||
/s/ Eddie Watson Eddie Watson | Director | |||||||||
/s/ Steve Habachy | Director | |||||||||
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