Austin-based Atlas Energy Solutions Inc. is acquiring all of Hi-Crush Inc.’s Permian Basin proppant production assets and North American logistics operations in a transaction valued at $450 million as it aims to create the largest proppant producer in the USA.
The transaction consideration includes $150 million in up-front cash, $175 million in shares of common stock of AESI, and $125 million in deferred cash payments in the form of a seller’s note, Atlas said in a news release Tuesday. Both the up-front cash consideration and the principal amount of the seller’s note are subject to revision for customary post-closing adjustments. The transaction is expected to close before the end of the first quarter, according to the release.
The combination brings together “two of the leading innovators in the Permian proppant space, and two of the largest holders of premium giant open dune sand reserves and resources in the Permian”, Atlas said.
After the acquisition, pro forma production capacity is expected to be around 28 million tons, with around 80 percent of pro forma 2024 production capacity contracted, accelerating free cash flow generation and shareholder returns, the company noted.
The acquisition broadens Atlas’ logistics offering through the addition of Pronghorn, a leading multi-basin provider of proppant logistics and wellsite services, the company added.
Atlas said that its ABL facility has been amended to increase its maximum borrowing availability to $125 million, while its Stonebriar term loan has been amended to install a new $150 million acquisition term loan to be drawn at closing. The company will use a combination of the two debt facilities to fund the cash component of the up-front purchase price and to add cash to the balance sheet to fund capital expenditures associated with Hi-Crush’s near-term investments in Oncore #8 and #9, it said. The number of shares to be issued to the seller at closing will be 9,711,432, as calculated pursuant to a 10-day volume weighted average share price as defined in the merger agreement.
“This is a great day for Atlas and Hi-Crush; we are thrilled to bring these two great organizations together”, Atlas Executive Chairman and CEO Bud Brigham said. “Both companies have led the industry’s innovations to drive efficiencies in proppant and logistics in different but complementary ways, a testament to the high-quality people involved. Combining the teams, their technologies and best practices, as well as their complementary geographical footprint, should compound constructively to the benefit of our shareholders. It also furthers our goal to lead the industry in transitioning the Permian, already the premier producing region in the country, to becoming the most efficient and livable energy manufacturing center in the world”.
Atlas President and CFO John Turner added, “Over the years both Atlas and Hi-Crush have invested significant capital in their proppant and logistics businesses to drive efficiency gains for our customers at the well site – Atlas with its Dune Express, high efficiency trucking operations, and autonomous trucking and Hi-Crush with its OnCore distributed mining network and Pronghorn logistics platform. These investments have supported a consolidating industry that has quickly scaled. We look forward to continuing to invest to drive innovation and efficiencies at the well site”.
“I’m so proud of all that our team has accomplished over the past several years. I thank our employees for their relentless effort restoring Hi-Crush to a leadership position in our industry and thank our partners at Clearlake Capital Group and Whitebox Advisors for their support”, Hi-Crush CEO Dirk Hallen said. “I echo Bud and John’s excitement in uniting two of the most innovative players in frac sand under Atlas. There is no doubt that this winning combination will be transformative for our industry, employees, customers, and shareholders”.
Atlas describes itself as a leader in the proppant and proppant logistics industry, currently solely focused on serving customers in the Permian Basin of West Texas and New Mexico, the most active oil and natural gas producing regions in North America.
Hi-Crush Inc., together with its subsidiaries, is a fully integrated provider of proppant and logistics services for hydraulic fracturing operations, offering frac sand production, advanced wellsite storage systems, flexible last mile services, and innovative software for real-time visibility and management across the entire supply chain. Hi-Crush’s strategic suite of solutions provides U.S. oil and gas operators and service companies with the ability to build safety, reliability, and efficiency into every completion.
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