Current Report
Acquisition of REV Energy Holdings, LLC
As previously disclosed in the Current Report on Form 8-K filed by ProFrac on December 28, 2022
with the Securities and Exchange Commission, on December 23, 2022, ProFrac II LLC entered into a Membership Interest Purchase Agreement by and among ProFrac II LLC, REV, Jason Kuzov, an individual (Kuzov), Michell Winnick, an
individual (Winnick), Buffalo Creek, LLC, an Idaho limited liability company (Buffalo Creek, and together with Kuzov and Winnick, the REV Sellers) and BCKW LLC, a Colorado limited
liability company (the REV Sellers Representative), pursuant to which ProFrac II LLC agreed to purchase from the REV Sellers 100% of the issued and outstanding membership interests of REV (the REV
Acquisition).
On December 30, 2022, ProFrac II LLC consummated the REV Acquisition. The aggregate purchase price of the
REV Acquisition was $140 million, consisting of (i) a number of shares of ProFracs Class B common stock, par value $0.01 per share, equal to $70 million, (ii) approximately $39 million in the form of a secured
note payable to the REV Sellers Representative by ProFrac II LLC (the REV Note), (iii) approximately $25.5 million in cash, and (iv) approximately $5.5 million in debt assumption. A portion of the cash
consideration is subject to certain customary post-closing adjustments. The Membership Interest Purchase Agreement also provides for up to $20 million of earn-out payments if certain EBITDA-based
performance targets are achieved during 2023.
The REV Note bears interest at a rate of 2.25% per annum and matures on the earlier of
(i) June 30, 2025 and (ii) the date on which all amounts thereunder are due and payable pursuant to the terms and conditions thereof. The REV Note is secured by ProFrac II LLCs equity interest in REV and substantially all of the
assets of REV and its wholly-owned subsidiary, REV Energy Services, LLC, a Colorado limited liability company.
Acquisition of
Producers Services Holdings LLC
On January 3, 2023, ProFrac II LLC entered into a Securities Purchase Agreement by and among
ProFrac II LLC, Thomas E. Potts, Jr., as trustee of the Producers Service Employee Stock Ownership Plan and Trust (the Plan), PSC Holdings, Inc., an Ohio corporation (Seller), and Producers Service Holdings LLC,
a Delaware limited liability company (Producers), pursuant to which ProFrac II LLC agreed to purchase 100% of the issued and outstanding membership interest of Producers from Seller (such transactions contemplated by the
Securities Purchase Agreement, collectively, the Producers Acquisition).
Subsequent to entering into the Securities
Purchase Agreement, on January 3, 2023, ProFrac II LLC consummated the Producers Acquisition for approximately $35 million of total transaction value, of which approximately half is payable in shares of ProFracs Class A common
stock, par value $0.01 per share, with the remainder consisting of cash and debt assumption. A portion of the cash consideration is subject to certain customary post-closing adjustments.