*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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CUSIP No. 91274U101
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13D
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1
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NAME OF REPORTING PERSONS
Angelo, Gordon & Co., L.P.
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
27,655,973
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8
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SHARED VOTING POWER
0
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|||
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9
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SOLE DISPOSITIVE POWER
27,655,973
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|||
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10
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SHARED DISPOSITIVE POWER
0
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,655,973
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.85%*
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||||
14
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TYPE OF REPORTING PERSON*
IA, PN
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CUSIP No. 91274U101
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13D
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1
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NAME OF REPORTING PERSONS
AG GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS*
AF
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
27,655,973
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||
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8
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SHARED VOTING POWER
0
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|||
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9
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SOLE DISPOSITIVE POWER
27,655,973
|
|||
|
10
|
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SHARED DISPOSITIVE POWER
0
|
|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,655,973
|
||||
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.85%*
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||||
14
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TYPE OF REPORTING PERSON*
HC, OO
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CUSIP No. 91274U101
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13D
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1
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NAME OF REPORTING PERSONS
Josh Baumgarten
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
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SHARED VOTING POWER
27,655,973
|
|||
|
9
|
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SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
27,655,973
|
|||
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,655,973
|
||||
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.85%*
|
||||
14
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TYPE OF REPORTING PERSON*
IN, HC
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CUSIP No. 91274U101
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13D
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1
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NAME OF REPORTING PERSONS
Adam Schwartz
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
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||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS*
AF
|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
||
|
8
|
|
SHARED VOTING POWER
27,655,973
|
|||
|
9
|
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SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
|
SHARED DISPOSITIVE POWER
27,655,973
|
|||
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,655,973
|
||||
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.85%*
|
||||
14
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TYPE OF REPORTING PERSON*
IN, HC
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CUSIP No. 91274U101
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13D
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1
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NAME OF REPORTING PERSONS
AG Energy Funding, LLC
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ◻ (b) []
|
||||
3
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SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS*
WC
|
||||
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
27,655,973
|
||
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8
|
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SHARED VOTING POWER
0
|
|||
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9
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SOLE DISPOSITIVE POWER
27,655,973
|
|||
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10
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SHARED DISPOSITIVE POWER
0
|
|||
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,655,973
|
||||
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.85%*
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||||
14
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TYPE OF REPORTING PERSON*
OO
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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Item 3.
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Source and Amount of Funds
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 99.1.
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Joint Filing Agreement by and Among the Reporting Persons, dated September 17, 2021
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Exhibit 99.2.
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Power of Attorney granted by Josh Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021
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Exhibit 99.3.
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Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021 |
Exhibit 99.4.
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Purchase Agreement, dated June 24, 2021, by and among the Issuer and the Purchasers party thereto and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers, (incorporated by reference to
Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
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Exhibit 99.5.
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First Amendment to Note Purchase Agreement, dated June 25, 2021, by and among the Issuer, the Purchasers party thereto and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers,
(incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
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Exhibit 99.6.
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Form of Cash Note, (incorporated by reference to Exhibit B-1 to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
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Exhibit 99.7.
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Form of Exchange Note (incorporated by reference to Exhibit B-2 to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
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Exhibit 99.8.
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Notes Registration Rights Agreement, dated June 24, 2021 by and among the Issuer and the Purchasers party thereto (incorporated by reference to 4.4 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
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Exhibit 99.9.
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First Amendment to the Notes Registration Rights Agreement, dated June 24, 2021 by and among the Issuer and the Purchasers party thereto (incorporated by reference to 4.5 to the Issuer’s Form 8-K, filed with the
SEC on June 28, 2021).
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Exhibit 99.10.
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Warrant Agreement, dated May 24, 2019, between U.S. Wells Services and Continental Stock Transfer & Trust Company (incorporated by reference to 4.1 to the Issuer’s Form 8-K, filed with the SEC on May 24,
2019).
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Exhibit 99.11.
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Purchase Agreement, dated May 23, 2019, by and among the Issuer and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on May 24, 2019).
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Exhibit 99.12.
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Registration Rights Agreement, dated May 24, 2019 by and among the Issuer and the Purchasers party thereto (incorporated by reference to 4.4 to the Issuer’s Form 8-K, filed with the SEC on May 23, 2019).
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ANGELO, GORDON & CO., L.P.
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By:
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AG GP LLC
|
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Its General Partner
|
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|
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By:
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Josh Baumgarten
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Its Co-Managing Member
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By:
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/s/ Christopher D. Moore
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Christopher D. Moore
Attorney-in-Fact
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AG GP LLC
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By:
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Josh Baumgarten
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Its Co-Managing Member
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By:
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/s/ Christopher D. Moore
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Christopher D. Moore
Attorney-in-Fact
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JOSH BAUMGARTEN
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By:
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/s/ Christopher D. Moore
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Christopher D. Moore
Attorney-in-Fact
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ADAM SCHWARTZ
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By:
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/s/ Christopher D. Moore
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Christopher D. Moore
Attorney-in-Fact
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ANGELO, GORDON & CO., L.P.
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By:
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AG GP LLC
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Its General Partner
|
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By:
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Josh Baumgarten
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Its Co-Managing Member
|
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|
|
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By:
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/s/ Christopher D. Moore
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Christopher D. Moore
Attorney-in-Fact
|
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AG GP LLC
|
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By:
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Josh Baumgarten
|
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Its Co-Managing Member
|
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|
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By:
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/s/ Christopher D. Moore
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Christopher D. Moore
Attorney-in-Fact
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JOSH BAUMGARTEN
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By:
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/s/ Christopher D. Moore
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Christopher D. Moore
Attorney-in-Fact
|
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ADAM SCHWARTZ
|
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By:
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/s/ Christopher D. Moore
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Christopher D. Moore
Attorney-in-Fact
|
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1)
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execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG
Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements,
agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Exchange Act;
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2)
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do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or
other filings and timely file same with the SEC; and
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3)
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take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it
being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in his or her
sole discretion.
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1)
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execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon &
Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other
filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading
Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;
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2) |
do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and
execute any such reports, schedules or other filings and timely file same with the SEC; and |
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3) |
take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best
interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
Attorney-in-Fact may approve in his or her sole discretion. |