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Acquisition of Matlin and Partners – US Well Services

US Well Services · Oct 9, 2018 · 28 slides

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Slides

  1. Acquisition of Matlin and Partners – US Well Services – slide 1
    Investor Presentation U.S. Well Services, LLC Matlin & Partners Acquisition Corporation October 9, 2018
  2. Acquisition of Matlin and Partners – US Well Services – slide 2
    Executive Summary On July 13th, USWS Holdings LLC (USWS or the Company) and Matlin & Partners Acquisition Corporation (MPAC) signed a definitive merger and contribution agreement that will create a public next-generation pressure…
  3. Acquisition of Matlin and Partners – US Well Services – slide 3
    Business Update Announced PW Power Systems turbine purchase supply agreement creating new competitive advantages including greater power generation, faster mobilization times and reduced costs Two newbuild electric fleet contracts…
  4. Acquisition of Matlin and Partners – US Well Services – slide 4
    PW Power Systems Agreement Recently announced partnership with PW Power Systems is a new competitive advantage Reduces capital and operating costs Increases power on site by 30% with ability to incrementally scale up depending on…
  5. Acquisition of Matlin and Partners – US Well Services – slide 5
    USWS: Long-term Growth and Short-Term Execution Short-Term Execution Will be Initial Focus: Utilize new capital to execute multi-fleet orders and expand supply chain Roll-out next generation electric frac fleets with faster…
  6. Acquisition of Matlin and Partners – US Well Services – slide 6
    MPACs Investment Thesis Rising completion intensity and shift to multi-well pads are increasing frac demand Compelling Market Opportunity Strong demand for innovative solutions to address cost, safety, environmental and regulatory…
  7. Acquisition of Matlin and Partners – US Well Services – slide 7
    Transaction Overview: 328MM of MPAC Trust Account cash plus 135MM PIPE Provides Transformative Capital to Address Rising Demand for Clean Fleet Business combination between MPAC and USWS at an enterprise valuation of 609MM Transaction…
  8. Acquisition of Matlin and Partners – US Well Services – slide 8
    Attractive Valuation Relative To Peers EV / 2019P EBITDA 2019P Free Cash Flow Conversion, 9.0x 100% 7.9x 86.7% 8.0x 90% 79.3% 7.0x 80% 74.7% Median 5.9x 69.1% 70% 64.6% 62.5% 69.1% 6.0x Median 4.8x 4.6x 60% 5.0x 4.4x 4.4x 4.6x 50%…
  9. Acquisition of Matlin and Partners – US Well Services – slide 9
    Significant Upside Potential Differentiated Low Volatility Contracting Growth Capital High Growth Strategy Investment EV / 2019P EBITDA 4.6x 2.7x USWS Peers2 Clean Contracting USWS At Offer1 Fleet Strategy…
  10. Acquisition of Matlin and Partners – US Well Services – slide 10
    Significant Growth Since Company Founding 2013 Joel Broussard and Jared Oehring develop 2018 2011 Clean Fleet Clean Flee moves to Idea catalysts were the Permian Basin with Company founded with Obama-era emissions contract a…
  11. Acquisition of Matlin and Partners – US Well Services – slide 11
    Pure-Play Frac Service Provider Pure-play provider of hydraulic fracturing services with Facility & Fleet Locations approximately 481,000 HHP (11 active fleets) Company plan contemplates adding 6 new Electric Fleets, growing asset…
  12. Acquisition of Matlin and Partners – US Well Services – slide 12
    Clean Fleet Is A Game-Changing Technology With Strong Patent Protection A first-mover in electric frac technology with approximately 7,000 stages completed All-electric frac fleet, Clean Fleet, is significantly advantaged to…
  13. Acquisition of Matlin and Partners – US Well Services – slide 13
    Clean Fleet Provides Substantial Fuel Savings Natural gas generators create a significant economic advantage over diesel-powered pumps Annual fuel savings estimated to be 13 million at current prices Use of lower value field gas…
  14. Acquisition of Matlin and Partners – US Well Services – slide 14
    Clean Fleet Is Safer, Cheaper And Better Reduced vibration and elimination of oil and Considerable HSE advantages filter changes dramatically increases uptime High Heat Low Heat High Noise Low Noise Conventional Fueling on…
  15. Acquisition of Matlin and Partners – US Well Services – slide 15
    Is A Game-Changing Technology That Continues to Evolve Gen I Pump Trailer Gen II Advancements The Next Generation of Clean Fleet will be more powerful, mobile, and scalable while also costing less than the original design Power…
  16. Acquisition of Matlin and Partners – US Well Services – slide 16
    Robust Preventative Maintenance Has Led To Stable Operations High-quality equipment procured from leading manufacturers Maintenance program never lapsed; high utilization through downturn helped USWS avoid equipment cannibalization…
  17. Acquisition of Matlin and Partners – US Well Services – slide 17
    Contracts Reduce Cash Flow Volatility True contracts unlike MSAs or dedicated fleets typically seen in the industry Fixed-price contracts are typically comprised of: fixed monthly service and equipment (S&E) charges variable (per…
  18. Acquisition of Matlin and Partners – US Well Services – slide 18
    Sources & Uses And Pro Forma Ownership Estimated Sources & Uses of Cash Pro Forma Ownership And Valuation (Dollar amounts in millions) (Dollar amounts and share counts in millions) 4 Sources: Pro Forma Ownership : USWS Rollover…
  19. Acquisition of Matlin and Partners – US Well Services – slide 19
    USWS Team Has Successfully Executed on Organic Growth (Dollar amounts in millions, except per fleet amounts) Historical & Projected Results 2015 2016 2017 2018P 2019P Revenue 415 295 499 675 - 735 860 - 940 Adjusted EBITDA 86…
  20. Acquisition of Matlin and Partners – US Well Services – slide 20
    Attractive Returns On Newbuild Fleets (Dollar amounts in millions) USWS contracts provide for full payback in less than four years IRRs on newbuilds exceed USWS targeted return on capital Payback Analysis Conventional Clean…
  21. Acquisition of Matlin and Partners – US Well Services – slide 21
    Appendix
  22. Acquisition of Matlin and Partners – US Well Services – slide 22
    Transaction Calendar 2018 OCTOBER SUNDAY 2018 NOVEMBER SUNDAY Sunday Monday Tuesday Wednesday Thursday Friday Saturday Sunday Monday Tuesday Wednesday Thursday Friday Saturday 30 01 02 03 04 05 06 28 29 30 31 01 02 03 Record Date…
  23. Acquisition of Matlin and Partners – US Well Services – slide 23
    U.S. Well Services Management Team Director of USWS since 2012 and as CEO since 2017 Joel Broussard Seasoned oilfield services executive and serial entrepreneur CEO Previously founded, and subsequently sold, Gulf Offshore Logistics,…
  24. Acquisition of Matlin and Partners – US Well Services – slide 24
    Clean Fleet Has Unparalleled Benefits Benefit To Customer USWS Community Longer useful life Reduced equipment vibration and improved integrity Cost Reduced fuel costs (13 million per year) Insulation from commodity price…
  25. Acquisition of Matlin and Partners – US Well Services – slide 25
    Grown Organically To Become A Leading Pure-Play Frac Company Founded in 2012 Pursued a prudent growth strategy, adding fleets with strong customer support in the form of long- term contracts with material cancellation provisions All…
  26. Acquisition of Matlin and Partners – US Well Services – slide 26
    Completion Intensity Continues To Increase Completion intensity, including longer lateral lengths, increasing proppant loadings, and increasing numbers of frac stages per well, is the key driver of well productivity Leading edge well…
  27. Acquisition of Matlin and Partners – US Well Services – slide 27
    Illustrative Fully Diluted Share Count and Ownership Illustrative Share Price Share count in millions 10.00 11.00 12.00 13.00 14.00 15.00 16.00 17.00 18.00 MPAC Public Shares 32.50 32.50 32.50 32.50 32.50 32.50 32.50 32.50 32.50…
  28. Acquisition of Matlin and Partners – US Well Services – slide 28
    Investor Presentation U.S. Well Services, LLC Matlin & Partners Acquisition Corporation October 9, 2018

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