Atlas Energy Solutions Inc. has closed an underwritten public offering of 11.5 million common shares with about $254.1 million in net proceeds.
The underwriters are allowed to buy up to 1.725 million additional common shares in 30 days. The offering has a price of $23 per share.
Atlas executive chair Ben M Brigham increased his shareholding by buying about 200,000 shares in the offering, a regulatory filing showed.
An earlier press release by Austin, Texas-based Atlas announcing the pricing of the offering listed Goldman Sachs & Co. LLC and Piper Sandler & Co. as lead book-running managers. Barclays Capital Inc., BofA Securities Inc. and Johnson Rice & Company LLC were named as book-running managers.
Listed as co-managers were Capital One Securities Inc., Drexel Hamilton LLC, PEP Advisory LLC, Perella Weinberg Partners LP, Raymond James & Associates Inc., Stephens Inc. and The Benchmark Company LLC.
Atlas intends to use the proceeds to pay down indebtedness and help fund the cash portion of its acquisition of Moser Engine Service Inc.
On January 27 Atlas announced a deal to purchase 100 percent of Casper, Wyoming-based Moser’s outstanding capital stock for $220 million.
“The combination of Atlas’s completion platform and Moser’s distributed power platform creates an innovative, diversified energy solutions provider with a leading portfolio of proppant, logistics (including the Dune Express) and distributed power solutions”, a joint statement said.
Moser’s “dynamic fleet of natural gas-powered assets (~212MWs) expands Atlas’s current operations into production and distributed power end markets supported by strong macro tailwinds expected to reduce through-cycle volatility associated with completions operations”, the companies added.
The merger “increases Atlas’s customer reach with a vital power service offering in Atlas’s core geography, the Permian Basin, while providing geographic diversity with operating locations in key oil and gas basins across the central United States”, the statement said.
Atlas expects to add $40 million-$45 million to its adjusted EBITDA this year from the new assets.
The companies expect to complete the transaction this quarter subject to customary conditions.
The transaction consideration consists of $180 million in cash and about 1.7 million common shares, valued at $40 million. Atlas may opt to pay the transaction fully in cash.
“Atlas has secured funding for the cash portion of the consideration, including the Cash Option [in lieu of the stock issuance], if exercised, through an upsizing amendment to its existing delayed draw term loan facility”, the statement said.
Atlas expects $71.7 million in cash and cash equivalents at yearend 2024, according to partial annual results released by the company.
Piper Sandler & Co. serves as exclusive financial advisor to Atlas in the acquisition, while Vinson & Elkins LLP is legal advisor.
TPH&Co. is Moser’s exclusive financial advisor. Moser has tapped Katten Muchin Rosenman LLP as legal advisor.
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