WILLOW
PARK, Texas, Jan. 3, 2023
/PRNewswire/ -- ProFrac Holding Corp. (NASDAQ: ACDC) ("ProFrac" or
the "Company") today reported that it has closed on its
previously-announced acquisition of REV Energy Holdings, LLC
("REV"), a privately owned pressure pumping service provider with
operations in the Rockies and Eagle Ford. ProFrac acquired
REV for $140 million, consisting of
$70 million in ProFrac Class B common
shares, approximately $39 million in
seller-provided financing, and the balance with cash on hand and
debt assumption of approximately $5.5
million. The purchase agreement also provides for up
to $20 million of earn-out payments
in the event REV achieves EBITDA of approximately $90 million in 2023. REV operates three premium
frac fleets totaling 204,500 hydraulic horsepower that offer
significant opportunity for upgrades through the additions of DGB
engines and engine idle reduction systems.
ProFrac also closed the acquisition of Producers Services
Holdings LLC ("Producers"), an employee-owned pressure pumping
services provider serving Appalachia and the Mid-Continent.
Under the terms of the agreement, ProFrac has acquired Producers
for approximately $35 million of
total transaction value, of which approximately half was paid in
ProFrac Class A common shares. Through this transaction,
ProFrac will add three fleets, of which two are currently active,
totaling 200,000 HHP as well as a 50,000 square foot manufacturing
facility located near Zanesville,
OH, through which the Company plans to expand its
manufacturing footprint to support Northeast operations. The
Company expects the transaction to be accretive to earnings and
cash flow in 2023.
With these transactions, ProFrac has expanded its geographic
footprint to include the Rockies and Bakken, and increased its
pressure pumping and manufacturing presence in the Northeast.
By the end of January, ProFrac expects to have 45 active fleets,
with an additional four electric fleets under construction that the
Company expects to deploy in the first half of 2023.
Advisors
Brown Rudnick LLP and Lowenstein Sandler LLP served as legal
advisor and merger clearance counsel, respectively, to ProFrac on
the acquisition of REV. Piper
Sandler served as REV's exclusive financial advisor, and
Sparkman + Foote LLP served as REV's legal counsel. Brown Rudnick
LLP served as legal counsel to ProFrac on the acquisition of
Producers.
About ProFrac Holding Corp.
ProFrac Holding Corp. is a growth-oriented, vertically
integrated and innovation-driven energy services company providing
hydraulic fracturing, completion services and other complementary
products and services to leading upstream oil and gas companies
engaged in the exploration and production ("E&P") of North
American unconventional oil and natural gas resources. Founded in
2016, the Company was built to be the go-to service provider for
E&P companies' most demanding hydraulic fracturing needs.
ProFrac is focused on employing new technologies to significantly
reduce "greenhouse gas" emissions and increase efficiency in what
has historically been an emissions-intensive component of the
unconventional E&P development process. For more information,
please visit the Company's website,
https://www.pfholdingscorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release may be considered
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. In some cases, the reader can identify forward-looking
statements by words such as "may," "should," "would," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict,"
or similar words. Forward-looking statements relate to future
events or the Company's future financial or operating performance.
These forward-looking statements include, among other things,
statements regarding: the anticipated benefits of the REV and
Producers acquisitions; including, with (i) respect to REV, the
Company's expectation that such acquisition will increase its
pressure pumping service capabilities, geographic footprint and
active fleet count; and expectations regarding the Company's plans
and ability to upgrade the fleets to be acquired and (ii) with
respect to Producers, the Company's expectation that such
acquisition will increase its pressure pumping services,
manufacturing capabilities, geographic and manufacturing footprint
and active fleet count; the Company's expectations regarding
expanding its Northeast manufacturing operations support
capabilities; and the Company's expectation that the acquisition
will be accretive to the Company's earnings and free cash flow. .
Such forward-looking statements are based upon assumptions made by
the Company as of the date hereof and are subject to risks,
uncertainties, and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Factors that may cause actual results
to differ materially from current expectations include, but are not
limited to: the ability to effectively scale the Company's
operations and integrate acquired assets, services and personnel
into the Company's existing business model; the risk that Company
will not realize the anticipated benefits of the acquired
businesses and operations; the Company's ability to execute
its business strategy and plans for growth, including with respect
to the integration of REV and Producers; the failure to
operationalize and upgrade, as applicable, the acquired operations,
services and assets of REV and Producers in a timely manner or at
all; risks relating to expanding manufacturing capabilities;; risks
relating to the Company's liquidity needs; industry conditions,
including fluctuations in supply, demand and prices for the
Company's products and services; global and regional economic and
financial conditions; and other risks and uncertainties set forth
in the sections entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in the Company's filings with
the Securities and Exchange Commission ("SEC"), which are available
on the SEC's website at www.sec.gov. There may be additional
risks about which the Company is presently unaware or that the
Company currently believes are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. The reader should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. The Company anticipates that subsequent events
and developments will cause its assessments to change. However,
while the Company may elect to update these forward-looking
statements at some point in the future, it expressly disclaims any
duty to update these forward-looking statements, except as
otherwise required by law.
Contacts:
|
ProFrac Holding
Corp.
|
|
Lance Turner – Chief
Financial Officer
|
|
Bryan Wheatly –
Director, Investor Relations
|
|
investors@profrac.com
|
|
|
|
Dennard Lascar Investor Relations
|
|
Ken Dennard / Rick
Black
|
|
ACDC@dennardlascar.com
|
View original
content:https://www.prnewswire.com/news-releases/profrac-holding-corp-completes-acquisition-of-rev-energy-holdings-llc-and-producers-services-holdings-llc-adding-six-frac-fleets-301712778.html
SOURCE ProFrac Holding Corp.