NEW CANAAN, Conn., Oct. 4,
2018 /PRNewswire/ -- Matlin & Partners Acquisition
Corporation (NASDAQ: MPAC, MPACU, MPACW) ("MPAC") today announced
that it will hold a special meeting in lieu of the 2018 annual
meeting (the "special meeting") of stockholders of MPAC on
Thursday, November 1, 2018 with
respect to its proposed business combination (the "business
combination") with U.S. Well Services, LLC ("USWS"). The special
meeting will be held at 9:00 a.m.,
local time, at Matlin & Partners Acquisition Sponsor LLC, 520
Madison Avenue, 35th Floor, New York, New York 10022. MPAC has set
October 5, 2018 as the record date
for the special meeting (the "Record Date").
As previously announced, MPAC entered into a merger and
contribution agreement (the "Merger and Contribution Agreement"),
dated July 13, 2018, with USWS
Holdings, LLC, the parent entity to USWS, 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/.
The description of the business combination and related
transactions contained herein is only a summary and is qualified in
its entirety by reference to the related Merger and Contribution
Agreement and other related agreements.
If the business combination is approved by MPAC stockholders,
MPAC anticipates closing the business combination shortly after the
special meeting, subject to the satisfaction or waiver (as
applicable) of all other closing conditions.
About USWS
U.S. Well Services, LLC provides high-pressure, hydraulic
fracturing services in unconventional oil and natural gas basins.
Both of its 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. 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 Matlin & Partners Acquisition
Corporation, 520 Madison Avenue, 35th Floor, New York, New York Attention: General
Counsel, or by telephone at (212) 651-9525.
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
This news release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "expect,"
"anticipate," "believe," "seek," "target" or other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. 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. 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. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements. Some factors that could cause
actual results to differ include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger and Contribution
Agreement; (2) the outcome of any legal proceedings that may be
instituted against USWS or MPAC following announcement of the
proposed business combination and related transactions; (3) the
inability to complete the transactions contemplated by the Merger
and Contribution Agreement due to the failure to obtain approval of
the stockholders of MPAC or satisfy other conditions to the closing
of the proposed business combination; (4) the ability to obtain or
maintain the listing of MPAC's common stock on the Nasdaq Capital
Market following the proposed business combination; (5) changes in
applicable laws or regulations; (6) the possibility that USWS or
MPAC may be adversely affected by other economic, business, and/or
competitive factors; and (7) other risks and uncertainties
indicated from time to time in the 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 USWS' website 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
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SOURCE Matlin & Partners Acquisition Corporation
