ProFrac Holding Corp. Announces Proposed Public Offering of Class A Common Stock
WILLOW PARK, Texas–(BUSINESS WIRE)–ProFrac Holding Corp. (NASDAQ: ACDC) (“ProFrac” or the “Company”) today announced that it has commenced an underwritten public offering of $75,000,000 of its Class A common stock (the “Offering”). The Company intends to grant the underwriters a 30-day option to purchase up to an additional $11,250,000 of its Class A common stock. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
The Company intends to use the net proceeds from the Offering to repay borrowings outstanding under the Company’s senior secured asset-based revolving credit agreement, to pursue potential investment opportunities and for working capital and other general corporate purposes.
J.P. Morgan Securities LLC and Piper Sandler & Co. are acting as joint book-running managers for the Offering.
The Offering will be made only by means of a prospectus supplement and the accompanying base prospectus, which were filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”) on Form S-3. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering, as well as copies of the final prospectus supplement, once available, may be obtained on the SEC’s website at www.sec.gov or by contacting J.P. Morgan Securities LLC, attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com or postsalemanualrequests@broadridge.com; or Piper Sandler & Co., by mail at attention: Prospectus Department, 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, by telephone at (800) 747-3924 or by email at prospectus@psc.com.
This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About ProFrac Holding Corp.
ProFrac Holding Corp. is a technology-focused, vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, related completion services and complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources. ProFrac operates through three business segments: Stimulation Services, Proppant Production and Manufacturing, in addition to Other Business Activities.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be accompanied by words such as “may,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. All statements, other than statements of historical fact included in this release, including those regarding the timing and sizing of the Offering, are forward-looking statements. Such forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: changes in market conditions, the risk that the Offering will not be consummated on the terms or in the amounts contemplated or otherwise, and the satisfaction of customary closing conditions related to the Offering, as well as the risks and uncertainties discussed in the preliminary prospectus supplement for the Offering and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Company’s filings with the SEC, which are available on the SEC’s website at www.sec.gov.
Contacts
ProFrac Holding Corp.
Austin Harbour — Chief Financial Officer
Michael Messina — Director of Finance
investors@pfholdingscorp.com
ICR, Inc.
PFHoldingsIR@icrinc.com
