The USWS Holdings LLC and Matlin & Partners Acquisition Corp are is set for Nasdaq

USWS Holdings LLC, the parent of U.S. Well Services (“USWS”), and Matlin & Partners Acquisition
Corp. (“MPAC”) have signed a definitive merger and contribution agreement that will create a
public next-generation pressure pumping company
Up to $460MM total cash proceeds, including $325MM cash from MPAC SPAC and $135MM of committed
PIPE financing at $10.00 per share, are expected to be used to de-lever (net cash at closing) and build 5
additional Clean Fleets® and 1 conventional fleet, expanding the total fleet size to 17 with ~800,000 HHP

All USWS shareholders are rolling 100% of their equity stake of $274MM into the transaction

In addition to PIPE financing, successfully secured up to $90MM commitment to backstop potential SPAC

  • Customer contracts mitigate risk to financial forecasts
  • Transaction expected to close in early Q4 2018
  • USWS’ proprietary electric frac Clean Fleet® is set to transform the hydraulic fracturing industry
    through substantial cost and environmental efficiencies
  • Reduces completion costs — 90% to 95% fuel cost savings versus diesel-powered fleets
  • Improves operational efficiencies — eliminates maintenance-intensive diesel engines and transmissions
  • Reduces environmental impact — ~99% reduction in CO and NOx emissions
  • Reduces safety hazards — eliminates diesel delivery trucks from roads and well-sites; mitigates risk of fires
  • Clean Fleet® has a longer useful life – 15-20 years vs. 6 years for diesel-powered fleets

1# Pricing as of July 12, 2018; peer group includes C&J Energy Services (NYSE: CJ), FTS International (NYSE: FTSI), Keane Group Inc. (NYSE: FRAC), Liberty Oilfield Services (NYSE: LBRT), ProPetro Holding Corp. (NYSE: PUMP) and RPC, Inc. (NYSE: RES).

“This combination with USWS represents a significant opportunity in a provider of electric-powered hydraulic fracturing services with disruptive technology and significant growth potential,” said David Matlin, Chairman and Chief Executive Officer of MPAC. “The capital being provided through this business combination will support USWS’ efforts to build on the advantages of its Clean Fleet®