Matlin & Partners Acquisition Corporation
PROPOSED BUSINESS COMBINATION: U.S. WELL SERVICES, LLC
ESTIMATED CURRENT FUNDS in TRUST: $329.5 Million
CURRENT PER SHARE REDEMPTION PRICE: $10.10
ENTERPRISE VALUE: $609 Million
Matlin & Partners Acquisition Corp. (“MPAC”), has entered into a merger and contribution agreement with U.S. Well Services, LLC (“USWS”’), a technology-oriented oilfield service company focused exclusively on hydraulic fracturing services for the oil and gas industry. The transaction values USWS at 2.6x 2019 projected adjusted EBITDA, implying a discount of 32% to publicly traded peers.
- Creates one of the first publicly traded oilfield service companies with an all-electric hydraulic fracturing capabilites using its proprietary technology, Clean Fleet®
- Enables U.S. Well Services to expand its fleet size to 17 spreads with approximately 800,000 hydraulic horsepower
- Secures a $135 million PIPE commitment at $10.00 per share from leading institutional investors led by Crestview Partners
- Total enterprise value of $588 million or 2.6x 2019 projected adjusted EBITDA
- MPAC was advised on the business combination by Cantor Fitzgerald & Co.
- Piper Jaffray & Co., through its Simmons & Company International division, acted as financial advisor.
- Bracewell LLP as legal counsel to MPAC.
- Winston & Strawn LLP acted as legal advisors to USWS.
- Vinson & Elkins L.L.P. acted as legal counsel to Crestview.
MATLIN & PARTNERS MANAGEMENT & BOARD
David J. Matlin, 55
Chairman and CEO
Mr. Matlin is also the co-founder, Chief Executive Officer and Chief Investment Officer of MatlinPatterson Global Advisers LLC, or MatlinPatterson, a distressed securities investment manager, which he co-founded in July 2002. Mr. Matlin is also the Chief Executive Officer (since January 2015) and a managing principal (since December 2012) of MatlinPatterson Asset Management L.P., whose operating joint venture affiliates manage non-distressed credit strategies. Prior to forming MatlinPatterson, Mr. Matlin was a Managing Director at Credit Suisse, and headed their Global Distressed Securities Group upon its inception in 1994. Mr. Matlin was also a Managing Director and a founding partner of Merrion Group, L.P., from 1988 to 1994. He began his career as a securities analyst at Halcyon Investments from 1986 to 1988. Mr. Matlin serves as a member of the board of directors of Flagstar Bank FSB, a federally charted savings bank, Flagstar Bancorp, Inc., a savings and loan holding company (NYSE: FBC) since 2009, and also serves on the board of directors of CalAtlantic Group, Inc. (NYSE: CAA) a publicly-traded home builder, as well as its predecessor, since 2009. Mr. Matlin also serves on the board of directors of Orthosensor, Inc., a medical device manufacturer and had served on the board of directors of Global Aviation Holdings, Inc., an air charter company, from 2006 to 2012. Mr. Matlin holds a JD degree from the Law School of the University of California at Los Angeles and a BS in Economics from the Wharton School of the University of Pennsylvania.
Greg Ethridge, 40
Mr. Ethridge also serves as Senior Partner of MatlinPatterson. Prior to joining MatlinPatterson in 2009, Mr. Ethridge was a principal in the Recapitalization and Restructuring group at Broadpoint Capital, Inc. where he moved his team from Imperial Capital, from 2008 to 2009. In 2006, Mr. Ethridge was a founding member of the corporate finance advisory practice for Imperial Capital LLC in New York. Prior to Imperial Capital, Mr. Ethridge was a principal investor at Parallel Investment Partners LP (formerly part of Saunders, Karp and Megrue) from 2005 to 2006, executing recapitalizations, buyouts and growth equity investments for middle market companies. Previously, from 2001 to 2005, Mr. Ethridge was an associate in the Recapitalization and Restructuring Group at Jefferies and Company, Inc. where he executed corporate restructurings and leveraged finance transactions and was a crisis manager at Conway, Del Genio, Gries & Co. in New York from 2000 to 2001. Since 2009 Mr. Ethridge has served on the board of directors of FXI Holdings Inc., a foam and foam products manufacturer and was appointed as its chairman in February 2012, a director of Crescent Communities LLC, a multi-class real estate developer, since June 2010, and since January 2012, he has been an observer on the board of CalAtlantic Group, Inc. Mr. Ethridge has also served on the board of directors of Advantix Systems Ltd. and Advantix Systems, Inc., HVAC equipment manufacturers, since August 2013. Mr. Ethridge holds a BBA and a Masters in Accounting from The University of Texas at Austin.
Nathan Brawn, 32
Mr. Brawn has since 2014 served as a Principal of MatlinPatterson. Prior to joining MatlinPatterson in 2009, from 2006 to 2008 Mr. Brawn was an analyst and associate in the Recapitalization and Restructuring group at Jefferies & Company where he executed in and out-of-court transactions across the automotive, building products, metals and mining, consumer retail and telecommunications industries. Mr. Brawn has served as a director and member of the audit committee for FXI Holdings, Inc., a foam and foam products manufacturer since 2012, as a director and member of the audit committee for Spoke Resources Ltd, a Canadian producer of natural gas since 2012, as a director of Oceanus LLC, a global LNG shipping business since 2014 and as a director of Advantix Systems Ltd. and Advantix Systems, Inc., HVAC equipment manufacturers since 2016. Mr. Brawn formerly served as a director for Renewable Biofuels from 2009 to 2013 and NorthernStar Natural Gas from 2009 to 2010. Mr. Brawn holds a BS in Business Administration with concentrations in finance and accounting from Babson College.
Rui Gao, 36
Ms. Gao is also the Chief Financial Officer of MatlinPatterson and its affiliates. Prior to joining MatlinPatterson in 2003, Ms. Gao was a Senior Associate at Deloitte & Touche LLP in the assurance practice specializing in private equity and hedge funds from 2001 to 2003. Ms. Gao is a Certified Public Accountant in the State of New York, and holds a MBA in finance from the New York University, Stern Graduate School of Business and a BA in accounting from Pace University.
Robert H. Weiss, 58
Secretary and General Counsel
Mr. Weiss is a Partner and General Counsel of MatlinPatterson and its affiliates. Prior to joining MatlinPatterson in 2002, Mr. Weiss was Managing Director at Deutsche Asset Management, where he was responsible for hedge fund and fund-of-funds administration, accounting, and product-related legal and compliance functions from 1996 to 2002. From 1991 to 1996, Mr. Weiss was General Counsel to Moore Capital Management, Inc. and Senior Vice President within the futures and managed futures business of Lehman Brothers from 1989 to 1991, as well as Associate General Counsel from 1986 to 1989. Mr. Weiss currently serves on the board of directors of Advantix Systems Ltd. and Advantix Systems, Inc., HVAC equipment manufacturers, a position he has held since February 2015. Mr. Weiss began his career in the legal department of futures commission merchant Johnson Matthey & Wallace, Inc. in 1983. Mr. Weiss holds a JD degree from Hofstra Law School and an AB cum laude from Vassar College.
Board of Directors
Peter H. Schoels, 43
Mr. Schoels is also a Managing Partner of MatlinPatterson since 2009 and has been a partner with MatlinPatterson since its inception in July 2002. In his capacity as Managing Partner, Mr. Schoels has been involved in the supervision of all investments made by certain private investment partnerships managed by MatlinPatterson. Mr. Schoels is also a managing principal of MatlinPatterson Asset Management L.P. and its operating joint venture affiliates since August 2013. Prior to joining MatlinPatterson, he was a Vice President of the Credit Suisse Global Distressed Securities Group, investing in North America, Latin America, and Europe. Prior to joining Credit Suisse, Mr. Schoels was a Director of Finance and Strategy of Itim Group Plc. from 2000 to 2001. Previously, Mr. Schoels was Manager of Mergers and Acquisitions for Ispat International NV from 1998 to 2000, now ArcelorMittal, which specialized in buying distressed steel assets globally. Mr. Schoels also serves as a member of the board of directors of Flagstar Bank FSB, a federally chartered savings bank, Flagstar Bancorp, Inc., a savings and loan holding company (NYSE: FBC) since July 2012, and since 2009, Mr. Schoels has been a director of CalAtlantic Group, Inc. (NYSE: CAA) a publicly-traded home builder, as well as its predecessor. Mr. Schoels also serves on the board of directors Crescent Communities, LLC, a multi-asset class real estate developer and has served on the board of directors of Global Aviation Holdings, Inc., an air charter company, from 2006 to 2012 and Advantix Systems Ltd. and Advantix Systems, Inc., HVAC equipment manufacturers, from August 2013 to February 2015. Mr. Schoels holds an MBA from United Business Institutes in Brussels, Belgium, and a BA in International Business from Eckerd College, St. Petersburg, Florida.
Kenneth L. Campbell, 60
Mr. Campbell’s career has focused on managing companies through financial restructurings and operational turnarounds as well as through strategic mergers, acquisitions and divestures. Between 2003 and December 2011, he served as a senior officer of several MatlinPatterson portfolio companies, and for a time was an investment partner of the firm. From December 2008 until December 2011, he served as Chief Executive Officer and a director of Standard Pacific Homes, now CalAtlantic Group, Inc. (NYSE: CAA) a publicly-traded home builder. He was an investment partner of MatlinPatterson from 2007 to 2008. From 2006 to 2007, Mr. Campbell served as Chief Executive Officer and director of Ormet Corporation, an aluminum manufacturer. Prior to that, Mr. Campbell served as Chief Financial Officer of RailWorks Corporation, a railroad construction contractor, from 2003 to 2006. Prior to this, Mr. Campbell spent over 20 years serving in various restructuring roles at companies with significant operational and/or financial difficulties. Mr. Campbell holds an MBA with distinction from the Wharton School and a BA cum laude in economics from Wesleyan University.
David L. Treadwell, 62
Mr. Treadwell has served as a member of the board of directors of Flagstar Bancorp, Inc. since 2009 and a member of its audit committee since May 2014. Until its sale in August 2011, Mr. Treadwell was the President and Chief Executive Officer of EP Management Corporation (formerly known as EaglePicher Corporation), a diversified industrial products company, where he had served in the role since 2006. Prior to that, he served as its Chief Operating Officer from 2005 until 2006, and as a division president in 2005. From 2002 until 2004, Mr. Treadwell provided business consulting services following 19 years with Prechter Holdings, serving as CEO from 1993 to 2002. Mr. Treadwell has also served as director of Fairpoint Communications (NASDAQ:FRP), a communications provider, since 2011, where he currently serves on the organization and governance committee and as chairman of the compensation committee, and a director of Visteon Corporation (NYSE:VC) a global automotive supplier, since 2012, where he currently serves as chairman of the organization and compensation committee and a member of the audit committee. He has served as chairman of the board of AGY, LLC, a high tech glass fiber manufacturer, since 2013, C&D Technologies, a large format battery manufacturer, since 2010, Revere Industries, LLC, a diversified manufacturer, since 2012, Grow Michigan, LLC, a subordinated debt lender, since 2012 and WinCup, a manufacturer of foam cups, since 2016. Mr. Treadwell hold a BA with high honors in business administration from the University of Michigan.
Daniel W. Dienst, 51
Mr. Dienst is principal of D2QUARED, LLC, a consulting firm since 2013, and recently served as a Director and Chief Executive Officer of Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) from November 2013 until its sale to Sequential Brands, Inc. (NASDAQ: SQBG) in December 2015. Prior to that, from 2008 to 2013, Mr. Dienst served as the Group Chief Executive Officer of Sims Metal Management, Ltd. (NYSE: SMS; ASX: SGM) (hereafter “SMM”) a publicly listed metal and electronics recycler processing. Mr. Dienst also recently served as a Director of 1st Dibs, Inc., an e-commerce arts and antiques platform owned by Benchmark Capital, Spark Capital, Index Ventures and Insight Venture Partners from 2014 to 2015 as an independent board designee. Prior to this, Mr. Dienst served as the Chairman, President & Chief Executive Officer of Metal Management, Inc. (NYSE: MM), a metal recycling company prior to its sale and merger into Sims Group, Ltd, to create SMM. Mr. Dienst joined the Metal Management Board of Directors in 2001, served as Chairman of the Board beginning in 2003, as Chief Executive Officer and President in 2004. Mr. Dienst also served as Chairman of the Board and Acting Chief Executive Officer of Metals USA, Inc. (NASDAQ: MUSA), a steel processor, before its going private sale to an affiliate of Apollo Management, L.P. in 2004. From 2000 to 2004, Mr. Dienst served as Managing Director of the Corporate and Leveraged Finance Group of CIBC World Markets Corp., a diversified global financial services firm where he specialized in complex financing and restructuring transactions. From 1998 through 2000, Mr. Dienst held various positions within CIBC World MarketsCorp., including Executive Director of the Financial Restructuring Group. Mr. Dienst holds a B.A. from Washington University, St. Louis, MO and a J.D. from The Brooklyn Law School. Mr. Dienst is married to the sister of the wife of David J. Matlin, our Chairman and Chief Executive Officer.