Filing Details

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

  * Based on 93,371,422 shares of Class A Common Stock of $0.0001 par value (“Class A Common Stock”) of the Issuer outstanding as of August 6, 2021 (as provided by the Issuer), plus the 27,655,973 shares of Class A Common Stock upon the exercise or conversion of the Derivatives (as defined below) beneficially owned.

 

  * Based on 93,371,422 shares of Class A Common Stock of the Issuer outstanding as of August 6, 2021 (as provided by the Issuer), plus the 27,655,973 shares of Class A Common Stock issuable upon the exercise or conversion of the Derivatives beneficially owned.

 

 

* Based on 93,371,422 shares of Class A Common Stock of the Issuer outstanding as of August 6, 2021 (as provided by the Issuer), plus the 27,655,973 shares of Class A Common Stock issuable upon the exercise or conversion of the Derivatives beneficially owned.

 

* Based on 93,371,422 shares of Class A Common Stock of the Issuer outstanding as of August 6, 2021 (as provided by the Issuer), plus the 27,655,973 shares of Class A Common Stock issuable upon the exercise or conversion of the Derivatives beneficially owned. 

 

* Based on 93,371,422 shares of Class A Common Stock of the Issuer outstanding as of August 6, 2021 (as provided by the Issuer), plus the 27,655,973 shares of Class A Common Stock issuable upon the exercise or conversion of the Derivatives beneficially owned. 

 

 

The class of equity security to which this statement on Schedule 13D relates is the Class A Common Stock of $0.0001 par value (the “Class A Common Stock”) of U.S. Well Services, Inc. (the “Issuer”), a Delaware corporation. The address of the principal executive offices of the Issuer is 1660 Post Oak Boulevard, Suite 1800, Houston, Texas 77056.  The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

(a) This statement is filed by: (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG GP LLC, a Delaware limited liability company (“AG GP”), (iii) Josh Baumgarten, (iv) Adam Schwartz, and (v) AG Energy Funding, LLC (“AG Energy Funding” and collectively with Angelo Gordon, AG GP, Mr. Baumgarten and Mr. Schwartz, the “Reporting Persons”).

Angelo Gordon, in its capacity as manager of AG Energy Funding, has sole power to vote all shares of Class A Common Stock underlying the Derivatives and to dispose of all shares of Class A Common Stock held by AG Energy Funding. Mr. Baumgarten and Mr. Schwartz are the managing members of AG GP, which is the sole general partner of Angelo Gordon and Mr. Baumgarten and Mr. Schwartz are the co-chief executive officers of Angelo Gordon. Each of Mr. Baumgarten, Mr. Schwartz and AG GP may be deemed to control Angelo Gordon.

(b) The business address of the Reporting Persons is 245 Park Avenue, 26th Floor, New York, New York 10167.

(c) The principal business of Angelo Gordon is the management of AG Energy Funding and other managed accounts and investment fund vehicles. The principal business of AG GP is acting as the general partner of Angelo Gordon.  The principal business of Mr. Baumgarten and Mr. Schwartz is acting as the co-managing members of AG GP and the co-chief executive officers of Angelo Gordon.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Angelo Gordon is a Delaware limited partnership. AG GP is a Delaware limited liability company. Mr. Baumgarten is a United States citizen. Mr. Schwartz is a United States citizen.  AG Energy Funding is a Delaware limited liability company.

The disclosure in Item 4 is incorporated herein by reference.  The Reporting Persons purchased the Derivatives (as defined below) using the working capital of the Accounts and in exchange for a portion of the Series A Preferred Stock. The aggregate purchase price of the Derivatives (including the amount exchanged) is $39,000,000.

 

On June 24, 2021, pursuant to the Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the “Note Registration Rights Agreement”) with the initial purchasers, and on June 25, 2021, in connection with the issuance and sale of the Notes, the Issuer entered into an amendment to the Notes Registration Rights Agreement (the “Notes Registration Rights Agreement Amendment”) with AG Energy Funding and the other purchasers, relating to the registration of the Class A Common Stock issued or issuable upon conversion of the Cash Note, and the Exchange Note, the other notes issued as part of the Purchase Agreement as well as any other Additional Notes that may be issued in the future (collectively, the “Registrable Securities”). Pursuant to the Notes Registration Rights Agreement, the Issuer is required, so long as it remains subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to use its commercially reasonable efforts (i) to file a shelf registration statement (the “Initial Shelf Registration Statement”) on or before the Shelf Registration Filing Deadline (as defined in the Notes Registration Rights Agreement), and to cause the Initial Shelf Registration Statement to become effective no later than four months following the filing of the Initial Shelf Registration Statement, and (ii) if, by the third anniversary (the “Renewal Deadline”) of the effective date of the Initial Shelf Registration Statement, any of the Registrable Securities remain unsold by any holder of the Registrable Securities, to file a new shelf registration statement (the “New Shelf Registration Statement”) covering the Registrable Securities included on the Initial Shelf Registration Statement and to cause the New Shelf Registration Statement to become effective within 180 days after the Renewal Deadline. In certain circumstances, including in the context of a future initial public offering following a period in which the Issuer has no longer been subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and subject to customary qualifications and limitations, the holders of Registrable Securities will have piggyback registration rights on offerings of Class A Common Stock initiated by the Issuer, and selling Purchasers will have rights to request that the Issuer initiate up to two underwritten offerings of Registrable Securities in any 365-day period.

The foregoing descriptions of the Notes Registration Rights Agreement and the Notes Registration Rights Agreement Amendment, do not purport to be complete and are qualified in their entirety by reference to the complete text of the Notes Registration Rights Agreement and the Notes Registration Rights Agreement Amendment, which are filed herewith as Exhibit 99.8 and Exhibit 99.9 and are incorporated herein by reference.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial condition, business, operations and prospects, conditions in the securities markets, general economic and industry conditions and other factors and may, from time to time, also engage in discussions with management and the board of directors of the Issuer about their investment, the business, operations,  strategy, capitalization, future plans of the Issuer and the management or commercial or strategic transactions with, or relating, to the Issuer.  Depending on various factors including, without limitation, the Issuer’s financial position, strategic direction, business and prospects, anticipated future developments, existing and anticipated market conditions from time to time, actions taken by the management and board of directors of the Issuer, price levels of the Class A Common Stock, general economic conditions and regulatory matters, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as  they deem appropriate including, without limitation, purchasing additional Class A Common Stock, Derivatives or other securities of the Issuer, selling some or all of their Class A Common Stock, Derivatives or similar transactions with respect to the Class A Common Stock or Derivatives or similar securities, providing financing to the Issuer or pursuing other plans or proposals that relate to or could result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D, in all cases to the extent permitted under applicable law and any agreement or agreements that have been or may be entered into with the Issuer.

(a) - (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.  Such information is based on the sum of (i) 93,371,422 shares of Class A Common Stock outstanding as of August 6, 2021 (as provided by the Issuer), plus (ii) the 27,655,973 shares of Class A Common Stock issuable upon the exercise or conversion of the Derivatives beneficially owned by the Reporting Persons.

Angelo Gordon, in its capacity as manager of AG Funding, has sole power to vote 27,655,973 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding and the power to dispose of 27,655,973 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding. As the general partner of Angelo Gordon, AG GP may be deemed to have the sole power to vote 27,655,973 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding and the power to dispose of 27,655,973 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding. As the co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 27,655,973 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding and the shared power to dispose of 27,655,973 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding. As the co-managing member of AG GP and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 27,655,973 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding and the shared power to dispose of 27,655,973 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding.  AG Energy Funding has the sole power to vote 27,655,973 shares of Class A Common Stock underlying the Derivatives it holds and the shared power to dispose of 27,655,973 shares of Class A Common Stock underlying the Derivatives it holds.  For purposes hereof, the “Derivatives” consists of 5,198 shares of Series A Redeemable Convertible Preferred Stock (the “Series A Preferred Shares”), warrants exercisable into 1,955,557 shares of Class A Common Stock, as further described in Item 6 below (the “Warrants”), and the Notes.

(c) Transactions in the shares of Class A Common Stock by the Reporting Persons during the last sixty days are referenced in Item 4, which is incorporated herein by reference.

(d) Not Applicable.

(e) Not Applicable.

Series A Redeemable Convertible Preferred Stock

Pursuant to the terms of the Series A Preferred Shares, following the first anniversary of the initial closing of the offering of Series A Preferred Shares (the “Series A Closing”), each holder of Series A Preferred Shares may convert all or any portion of its Series A Preferred Shares into Class A Common Stock based on the then-applicable liquidation preference, subject to anti-dilution adjustments, at any time, but not more than once per quarter, so long as any conversion is for at least $1 million based on the liquidation preference on the date of the conversion notice.

The Issuer has the option, but no obligation, to redeem the Series A Preferred Shares for cash. If the Issuer notifies the holders that it has elected to redeem Series A Preferred Shares, the holder may instead elect to convert such shares.

Following the third anniversary of the Series A Preferred Closing, the Issuer may cause the conversion of all or any portion of the Series A Preferred Shares into Class A Common Stock if (i) the closing price of the Class A Common Stock is greater than 130% of the conversion price for 20 days over any 30-day trading period; (ii) the average daily trading volume of the Class A Common Stock exceeded 250,000 for 20 days over any 30-day trading period; and (iii) the Issuer has an effective registration statement on file with the Securities and Exchange Commission (the “SEC”) covering resales of the underlying Class A Common Stock to be received upon such conversion.

Warrant Agreement

On May 24, 2019, in connection with the Series A Closing and pursuant to the Purchase Agreement, AG Energy Funding entered into a Warrant Agreement between the Issuer and Continental Stock Transfer & Trust Issuer to provide for the issuance of the Warrants. Pursuant to the Warrant Agreement, the Warrants are exercisable into Class A Common Stock at an exercise price per share of Class A Common Stock equal to $7.66, subject to adjustment, beginning six months after issuance. The Warrants have a six year term.

Registration Rights Agreement

On May 24, 2019, in connection with the Series A Closing, the Issuer entered into a Registration Rights Agreement (the “Registration Rights Agreement”) relating to the registration of the Class A Common Stock issuable upon conversion of the Series A Preferred Shares and exercise of the Warrants (the “Registrable Securities”), and the Issuer filed a registration statement covering the Class A Common Stock underlying the Series A Preferred Shares and the Warrants. In certain circumstances, and subject to customary qualifications and limitations, the holders of Registrable Securities will have piggyback registration rights on offerings of Class A Common Stock initiated by the Issuer, and selling Purchasers will have rights to request that the Issuer initiate up to two Underwritten Offerings (as defined in the Registration Rights Agreement) of Registrable Securities in any 365 day period.

The foregoing descriptions of the Warrant Agreement, Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, which are filed herewith as Exhibit 99.10, Exhibit 99.11, and Exhibit 99.12, respectively, and are incorporated herein by reference.

 

 

Exhibit 99.1.	Joint Filing Agreement by and Among the Reporting Persons, dated September 17, 2021
Exhibit 99.2.	Power of Attorney granted by Josh Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021
Exhibit 99.3.	Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021
Exhibit 99.4.	Purchase Agreement, dated June 24, 2021, by and among the Issuer and the Purchasers party thereto and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers, (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
Exhibit 99.5.	First Amendment to Note Purchase Agreement, dated June 25, 2021, by and among the Issuer, the Purchasers party thereto and Wilmington Savings Fund Society, FSB, as collateral agent for the Purchasers, (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
Exhibit 99.6.	Form of Cash Note, (incorporated by reference to Exhibit B-1 to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
Exhibit 99.7.	Form of Exchange Note (incorporated by reference to Exhibit B-2 to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
Exhibit 99.8.	Notes Registration Rights Agreement, dated June 24, 2021 by and among the Issuer and the Purchasers party thereto (incorporated by reference to 4.4 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
Exhibit 99.9.	First Amendment to the Notes Registration Rights Agreement, dated June 24, 2021 by and among the Issuer and the Purchasers party thereto (incorporated by reference to 4.5 to the Issuer’s Form 8-K, filed with the SEC on June 28, 2021).
Exhibit 99.10.	Warrant Agreement, dated May 24, 2019, between U.S. Wells Services and Continental Stock Transfer & Trust Company (incorporated by reference to 4.1 to the Issuer’s Form 8-K, filed with the SEC on May 24, 2019).
Exhibit 99.11.	Purchase Agreement, dated May 23, 2019, by and among the Issuer and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on May 24, 2019).
Exhibit 99.12.	Registration Rights Agreement, dated May 24, 2019 by and among the Issuer and the Purchasers party thereto (incorporated by reference to 4.4 to the Issuer’s Form 8-K, filed with the SEC on May 23, 2019).

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 17, 2021

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A Common Stock of $0.0001 par value of U.S. Well Services, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 17, 2021.