UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2018
MATLIN & PARTNERS ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-38025 | 81-1847117 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
585 Weed Street
New Canaan, CT
(address of principal executive offices)
06840
(zip code)
(203) 864-3144
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 UR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
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 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
On July 15, 2018, Matlin & Partners Acquisition Corporation, a Delaware corporation (the “Company”), announced that, the Company on July 13, 2018, entered into a Merger and Contribution Agreement (the “Merger and Contribution Agreement”) with MPAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, USWS Holdings LLC, a Delaware limited liability company (“USWS Holdings”), certain blocker companies named therein and, solely for purposes described therein, the seller representative named therein to effect a business combination between the Company and USWS Holdings, subject to the satisfaction of certain conditions, including approval of the Company’s stockholders. USWS Holdings is a holding company for U.S. Well Services, LLC, a Delaware limited liability company (“USWS”), which provides high-pressure, hydraulic fracturing services in unconventional oil and natural gas basins. The transactions contemplated by the Merger and Contribution Agreement are referred to herein as the “Transactions.” The Transactions are expected to close in the fourth quarter of 2018.
On October 1, 2018, USWS issued a press release, a copy of which is filed as Exhibit 99.1 hereto, regarding entering into an Electric Turbine Purchase Agreement with PW Power Systems to supply new customer contracts and USWS’ 11th fleet commenced operations under a long-term contract.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release, dated October 1, 2018. |
_________________
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K (this “Current Report”), which reflect the current views of the Company with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws. These forward-looking statements include, but are not limited to, statements with respect to the completion of the Transactions contemplated by the Merger and Contribution Agreement. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. The forward-looking statements contained in this Current Report are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that Company has anticipated. You should not place undue reliance on these forward-looking statements. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s or control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
A description of certain risks and uncertainties and factors that could cause actual results to differ materially from past results and future plans and projected and estimated future results can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in subsequent Quarterly Reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” as well as in its subsequent Current Reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission (“SEC”) and available free of charge at www.sec.gov.
None of the Company or its respective affiliates or representatives assumes any obligation to update or correct any forward-looking statements or other information contained in this Current Report.
Additional Information
This Current Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed Transactions, the Company intends to file a definitive proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to the stockholders of the Company and will contain important information about the proposed Transactions and related matters. The Company’s stockholders and other interested persons are advised to read, when available, the proxy statement in connection with the Company’s solicitation of proxies for the meeting of stockholders to be held to approve the Transactions because the proxy statement will contain important information about the proposed Transactions. When available, the definitive proxy statement will be mailed to the Company’s stockholders as of a record date to be established for voting on the Transactions. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov.
Participants in the Solicitation
The Company, its directors and officers and USWS Holdings and its directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed business combination. The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in its preliminary proxy statement filed with the SEC on September 26, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed Transactions if and when they become available.
| -2- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MATLIN & PARTNERS ACQUISITION CORPORATION | ||
| Date: October 1, 2018 | By: | /s/ David J. Matlin |
| Name: David J. Matlin | ||
| Title: Chief Executive Officer | ||
| -3- |
EXHIBIT INDEX
|
Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release, dated October 1, 2018. |
_________________
| -4- |
Exhibit 99.1
U.S. Well Services Enters into Exclusive
Electric Turbine Purchase Agreement with
PW Power Systems to Supply New Customer Contracts; Commences Operations on 11th Fleet Under Long-Term Contract
New Electric Frac Units Expected to be Deployed in First Quarter of 2019 Under Newly Awarded Customer Contracts
Houston, TX – October 1, 2018 – U.S. Well Services, LLC (“USWS”), a technology-oriented oilfield service company focused exclusively on hydraulic fracturing services and a market leader in electric-powered fracture stimulation, today announced that it has entered into an agreement with PW Power Systems (“PWPS”), a group company of Mitsubishi Hitachi Power Systems. Under the terms of the agreement, PWPS will provide FT8 MOBILEPAC® 30 megawatt mobile natural gas turbine generators exclusively to USWS as it relates to power generation for hydraulic fracturing. The MOBILEPAC® natural gas turbine package with SWIFTPAC® technology is uniquely designed to provide highly mobile and reliable power generation.
USWS plans to utilize these natural gas-powered mobile turbine generator packages for all of its new build electric fleets. USWS has scheduled its first two new build electric fleets to be deployed for two Exploration & Production (“E&P”) customers during the first quarter of 2019 under recently awarded contracts, the substantial terms of which have been agreed but remain subject to finalizing legal documentation. USWS is also in advanced discussions with a number of other leading E&P companies to provide incremental electric frac fleets.
“We are building momentum as more customers continue to recognize the benefits that our patented electric fleet technology provides through substantial fuel cost savings, and from safer and quieter operations that are less disruptive to neighboring communities. Our two recent customer awards and advancing discussions for additional electric frac fleets continue to support our growth strategy,” said Joel Broussard, Chief Executive Officer of USWS.
Mr. Broussard continued, “The acquisition and exclusive use of the MOBILEPAC® generators will strengthen our competitive advantages and support our ability to capture increasing customer demand for our electric frac fleets. These efficient, compact generators are a key differentiator that will increase power generating capacity, mobility and scalability for our next generation of electric frac fleets while reducing our capital costs. Our partnership with a world-class supplier like PWPS is a validation of our disruptive and efficient technology. We are pleased to partner with PWPS.”
USWS also announced that it has commenced operation of its 11th fleet. The new equipment is working in the South Texas Eagle Ford Shale trend under a long-term contract.
As previously announced, USWS entered into a merger and contribution agreement, dated July 13, 2018, with Matlin & Partners Acquisition Corporation (NASDAQ: MPAC, MPACU, MPACW) (“MPAC”), a publicly traded special purpose acquisition company, whereby USWS will combine with MPAC to become a publicly listed company. Upon the completion of the business combination, which is expected to close in the fourth quarter of 2018, MPAC will be renamed U.S. Well Services, Inc. and is expected to trade on the Nasdaq Capital Market. For more information, please visit http://uswellservices.com/2018/07/business-combination-announcement/
About USWS
U.S. Well Services, LLC provides high-pressure, hydraulic fracturing services in unconventional 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.
USWS operates in many of the active shale and unconventional oil and natural gas basins of the United States and its clients benefit from the performance and reliability of USWS’ equipment and personnel. Specifically, all of USWS’ fleets operate on a 24-hour basis and have the ability to withstand the high utilization rates that result in more efficient operations.
USWS’ senior management team has extensive industry experience providing pressure pumping services to exploration and production companies across North America.
About MPAC
Matlin & Partners Acquisition Corporation is a special purpose acquisition company incorporated in March 2016 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
MPAC’s strategy is to identify and acquire a business that is misvalued in an industry impacted by market dislocation or regulatory uncertainty, and whose market value and operating results can be positively affected by its management team.
Additional Information About The Business Combination And Where To Find It
MPAC has filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and intends to file definitive proxy statements in connection with the proposed business combination and other matters and will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the proposed business combination. MPAC's stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with MPAC's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about MPAC, USWS and the proposed business combination. MPAC’s stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC by MPAC, without charge, at the SEC's website located at www.sec.gov or by directing a request to 520 Madison Avenue, 35th Floor, New York, NY Attention: General Counsel, or by telephone at (212) 651-9500.
Participants in the Solicitation
MPAC and its directors and executive officers, USWS and its directors and executive officers, and other persons may be deemed to be participants in the solicitations of proxies from MPAC's stockholders in respect of the proposed business combination. Information regarding MPAC's and USWS’ directors’ and executive officers’ participation in the proxy solicitation and a description of their direct and indirect interests will be contained in the definitive proxy statement related to the proposed business combination when it becomes available, and which can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
Certain statements contained in this press release, which reflect the current views of USWS with respect to future events, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws. These forward-looking statements include, but are not limited to, statements with respect to the completion of the transactions contemplated by the merger and contribution agreement between USWS and MPAC and the future operating and financial performance, business plans and prospects of the combined company as well as the agreement with PWPS. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing MPAC's or USWS’ views as of any subsequent date, and neither MPAC nor USWS undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. There can be no assurance that future developments affecting us will be those that we have anticipated. You should not place undue reliance on these forward-looking statements. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond USWS’ or MPAC’s control) or other assumptions that may cause actual events to be materially different from those expressed or implied by these forward-looking statements. Other risks and uncertainties indicated from time to time in the definitive proxy statement to be filed by MPAC in connection with the proposed business combination, including those under "Risk Factors" therein, and other factors identified in MPAC's prior and future filings with the SEC, available at www.sec.gov.
No Offer or Solicitation
This news release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No portion of MPAC's or USWS’ websites is incorporated by reference into or otherwise deemed to be a part of this news release.
Contacts
Meaghan Repko / Aaron Palash / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449