M&A - Atlas Energy Solutions Inc.

Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925016527

Filing Summary: On February 24, 2025, Atlas Energy Solutions Inc. completed the Moser Acquisition, in which its subsidiary, Wyatt Holdings, LLC, acquired 100% of the equity interests in Moser Acquisition, Inc. and its subsidiary, Moser Engine Service, Inc. The transaction involved a total consideration of $180 million in cash and approximately 1.7 million shares of common stock. The stock issuance is subject to a Redemption Right exercisable by the Company within 90 days post-closing. Additionally, on the same day, the Company executed a Registration Rights Agreement with the Seller, requiring the Company to file a registration statement for the resale of the shares issued as part of the acquisition by March 26, 2025, or by May 25, 2025, if it continues to be classified as a 'Well-Known Seasoned Issuer.' Furthermore, the Company entered into a credit agreement on February 21, 2025, securing a term loan facility of $540 million to finance the cash component of the acquisition and for general corporate needs. The term loan agreement imposes specific financial covenants and allows for dividend distributions under certain conditions. Overall, these events mark a significant step in the Company's strategic expansion through acquisition and financial restructuring.

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Form Type: 424B5

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925008285

Filing Summary: Atlas Energy Solutions Inc. is offering 11,500,000 shares of its common stock, priced at $23.00 per share, with total proceeds anticipated to be approximately $264.5 million. The closing date for this offering is expected on February 3, 2025. On January 27, 2025, Atlas Energy entered into a stock purchase agreement to acquire Moser Acquisition, Inc. for $180 million in cash and approximately 1.7 million shares of common stock. This acquisition is separate from the share offering and is anticipated to close in the first quarter of 2025. The company plans to fund the cash portion of this acquisition using its available cash, secured debt, and potential proceeds from this stock offering. The agreement allows for a Cash Option, which could alter the transaction structure depending on its execution. There are also risks associated with the acquisition, including the fulfillment of customary closing conditions.

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Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925008653

Filing Summary: On January 30, 2025, Atlas Energy Solutions Inc. entered into an underwriting agreement for an offering of 11,500,000 shares of common stock at $0.01 per share, with an option for underwriters to purchase an additional 1,725,000 shares. The offering raised approximately $254.1 million, intended for repaying debt, including parts of a secured seller note and credit facilities, and funding an acquisition of Moser Engine Service, Inc. The acquisition includes a cash option for transaction consideration. The offering closed on February 3, 2025, following prior filings with the SEC.

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Form Type: 424B5

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925007630

Filing Summary: Atlas Energy Solutions Inc. is offering 10,000,000 shares of common stock, par value $0.01, listed on the NYSE under the symbol 'AESI.' The offering is not contingent upon the consummation of the Moser Acquisition, which involves acquiring Moser Acquisition, Inc. for $180 million in cash and approximately 1.7 million shares of Atlas's common stock, as outlined in the Moser Purchase Agreement dated January 27, 2025. The expected funding sources for the cash portion include cash on hand, DDT Loan borrowings, and potentially net proceeds from this offering. The Moser Acquisition is anticipated to close in the first quarter of 2025, subject to customary conditions. Additionally, the document addresses various risks associated with investing in Atlas's common stock, including uncertainties surrounding the Moser Acquisition, integration, financing, and market conditions, emphasizing the need for potential investors to consider these factors carefully.

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Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925006117

Filing Summary: On January 27, 2025, Atlas Energy Solutions Inc. issued a press release announcing a Stock Purchase Agreement between Wyatt Holdings, LLC, a wholly-owned subsidiary of Atlas, and Moser Holdings, LLC. The agreement outlines the acquisition of 100% of the equity interests in Moser Acquisition, Inc., a subsidiary of the Seller, and Moser Engine Service, Inc. This transaction is part of the Moser Acquisition. Additionally, an investor presentation related to this acquisition was made available. The filing also includes updated risk factors associated with the transaction and its implications for the company's operations and financial performance.

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Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925006379

Filing Summary: On January 27, 2025, Atlas Energy Solutions Inc. entered into a Stock Purchase Agreement to acquire 100% equity ownership interests in Moser Acquisition, Inc. and its subsidiary, Moser Engine Service, Inc. The total consideration for the acquisition includes $180 million in cash and about 1.7 million shares of Atlas' common stock, contingent upon customary adjustments at closing. If the Stock Consideration is not issued, the Purchaser may opt to pay the total consideration in cash. The agreement outlines representations, warranties, covenants, customary closing conditions, and termination rights in case of delays or breaches. Upon closing and if the Stock Option is exercised, Atlas is required to register these shares with the SEC. The contract emphasizes adherence to regulatory approvals and the timetable including potential conditions of closure by May 27, 2025. Additionally, on the same date, Atlas executed a Second Term Loan Amendment to increase its credit facility by $100 million to finance the acquisition. The amendments also involved a Second ABL Amendment that facilitated the Term Loan Amendment. Both loan agreements detail interest rates, repayment protocols, and potential premiums for early repayment.

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