WILLOW
PARK, Texas, Feb. 27,
2023 /PRNewswire/ -- ProFrac Holding Corp. (NASDAQ:
ACDC) ("ProFrac" or the "Company") announced today that it has
successfully completed its acquisition of Performance Proppants,
making it the largest in-basin proppant producer serving the
Haynesville. ProFrac acquired Performance Proppants for
approximately $475 million,
consisting of $469 million in cash
and the remainder in shares of ProFrac Class A common stock.
Ladd Wilks, ProFrac's Chief
Executive Officer, stated, "This transaction greatly enhances
ProFrac's vertical integration strategy and demonstrates our
commitment to the Haynesville, which we believe is a significant
source of long-term opportunity. Additionally, it makes the Company
the largest provider of in-basin sand in North America. With four mines totaling 10.4
million tons per year of high-quality proppant production capacity
serving the core of the Haynesville, ProFrac will be well
positioned to secure supply for our fleets, enhance fleet
utilization and add additional value to our customers."
Matt Wilks, ProFrac's Executive
Chairman, added, "Currently we are supplying less than one third of
the sand pumped by our fleets. Our leading in-basin mine footprint
across the Permian, Eagle Ford and Haynesville creates a
substantial opportunity for us to grow the share of internally
sourced proppant that we pump for our customers. With 22.6 million
tons of annual production capacity strategically located in key
markets, we believe we can deliver reduced overall completion costs
for our customers while expanding the profitability of our
fleets."
Additionally, ProFrac entered into the Fourth Amendment to the
ABL Credit Facility (the ABL Credit Facility as amended by the
Fourth Amendment, the "Amended Credit Facility"). Under the Amended
Credit Facility, the aggregate Maximum Revolver Amount was
increased from $280 million to
$400 million.
In connection with the Performance Proppants acquisition,
ProFrac borrowed approximately $298
million under the Amended Credit Facility, leaving total
availability of roughly $79 million,
including letters of credit. Immediately prior to this draw, there
were no amounts outstanding under the Amended Credit Facility with
the exception of outstanding letters of credit.
Piper Sandler & Co. served as
exclusive financial advisor to ProFrac and Winston & Strawn and
Lowenstein Sandler LLP served as ProFrac's legal advisors, all in
connection with the acquisition of Performance Proppants. Brown
Rudnick LLP acted as legal counsel to ProFrac in connection with
the Amended Credit Facility. Stephens & Company served as
exclusive financial advisor to Performance Proppants, and
Brownstein Hyatt Farber Schreck, LLP
served as Performance Proppants' legal counsel.
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 Company's
acquisition of Performance Proppants sand mining operations,
including benefits associated with scaling the Company's vertically
integrated business model, increasing the Company's sand mining
capabilities and sand supply, improving the Company's operational
efficiency, increasing value to customers and realizing potential
cost savings; and the Company's estimates of the future production
capacity of the Company's sand mining operations in future periods.
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 risk that the Company will not realize the
anticipated benefits of the Performance Proppants Acquisition; the
ability to effectively scale the Company's operations and integrate
acquired assets and personnel into the Company's existing business
model; the Company's ability to execute its business strategy and
plans for growth, including with respect to the expansion of its
sand mining operations; the failure to operationalize the acquired
Haynesville sand mining operations in a timely manner or at all;
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:
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ProFrac Holding
Corp.
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Lance Turner – Chief
Financial Officer
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Bryan Wheatly –
Director, Investor Relations
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investors@profrac.com
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Dennard Lascar Investor
Relations
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Ken Dennard / Rick
Black
|
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ACDC@dennardlascar.com
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SOURCE ProFrac Holding Corp.