U.S. Well Services, LLC (‘USWS’) entered into letter of intent to acquire Matlin & Partners Acquisition Corporation in a reverse merger transaction on May 24, 2018. U.S. Well Services, LLC entered into a definitive merger and contribution agreement to acquire Matlin & Partners Acquisition Corporation in a reverse merger transaction on July 13, 2018. Under the terms of transaction, USWS will combine with Matlin & Partners Acquisition to become a publicly listed company with an anticipated initial total enterprise value of approximately $588 million. USWS and Matlin & Partners amended the merger agreement on November 2, 2018. Under the terms, debt of USWS of $13 million will be repaid prior to closing of the transaction through issuance of Matlin shares. At the closing of the transaction, all of the existing USWS Units that are issued and outstanding prior to the merger will be converted into the right to receive a number of new USWS Units, and an equal number of shares of Class B common stock, plus cash in lieu of any fractional common unit and share of Class B common stock and (ii) Matlin acquired existing USWS Units interests together will be converted into the right to receive the consideration, which will consist of (i) a number of new USWS units equal to the number of shares of Class A common stock that will be outstanding immediately after closing and (ii) warrants to purchase a number of new USWS units equal to the number of shares of Class A common stock issuable upon the exercise of the warrants to purchase shares of Class A common stock that will be outstanding immediately after the closing. Funds managed by Crestview Partners are leading a $135 million committed PIPE investment in the combined company for $10 per share to provide incremental equity capital to accelerate the rollout of U.S. Well Services's electric Clean Fleet technology. Upon the completion of the business combination, existing USWS equity owners will receive rollover equity consideration equivalent to approximately 34% of the pro forma combined company. Additionally, Matlin & Partners Acquisition will be renamed U.S. Well Services, Inc. and is expected to trade on the Nasdaq Capital Market. The combined company will be led by U.S. Well Services's current Chief Executive Officer, Joel Broussard. In addition, upon completion of the combination, the U.S. Well Services' management team will become the combined company's management team and will be expanded with the addition of Kyle O'Neill as Chief Financial Officer. Matt Bernard, Chief Financial Officer of U.S. Well Services, will become Chief Administrative Officer and Nathan Houston will continue to serve as Chief Operating Officer. Upon completion of the proposed business combination, the combined company's Board of Directors will consist of seven members, including Joel Broussard, as well as two members from Matlin & Partners Acquisition, two members from U.S. Well Services and two members from Crestview. The proposed business combination is subject to customary closing conditions including, regulatory approvals and the approval of Matlin & Partners stockholders, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval for Nasdaq Capital Market listing of the shares of Class A common stock issuable in the transactions, certain employment agreements with certain individuals being in full force and effect and Matlin’s available funds must be at least $280 million at closing and the execution of registration rights agreement. As of August 13, 2018, FTC granted the early termination notice. As of November 5, 2018, the transaction was approved by Matlin & Partners stockholders. The combination is expected to be completed in the early fourth quarter of 2018. Proceeds from the business combination are expected to allow U.S. Well Services to build five additional Clean Fleets and one additional conventional fleet, expanding its fleet size to 17 spreads with approximately 800,000 hydraulic horsepower. Once the business combination is completed, U.S. Well Services projects a strong balance sheet with approximately $250 million of liquidity to support future growth. Sage Kelly and Stephen Merkel of Cantor Fitzgerald, L.P. acted as financial advisor and Charles H. Still Jr., Rebecca L. Baker, Scott C. Sanders, Elizabeth L. McGinley, Michele J. Alexander, Constance Gall Rhebergen, Timothy A. Wilkins, Bruce R. Jocz, Daniel E. Hemli, Steven J. Lorch, Jacqueline R. Java, David A. Bartz, Andrew W. Monk, Jay N. Larry and Catherine B. Engell of Bracewell LLP acted as legal advisor for Matlin & Partners Acquisition. Simmons & Company International acted as financial advisor and Justin E. Rawlins, Chris A. Ferazzi, Steve Flores, R. Cabell Morris, Soyun Park, Rachel Ingwer, Elliott M. Smith, Alex M. Niebruegge, William O'Neil, Becky L. Troutman, Gregory M. Gartland, Richard L. Falek, Jonathan P. Rochwarger, Jennifer Stadler, Conor A. Reidy, Karen A. Weber, Joel L. Rubinstein, Scott E. Landau, Nyron J. Persaud, Robert B. Heller, Andrew D. Betaque, Richard L. Wynne, Douglas C. Atnipp, Eva Davis, Edmund S. Cohen and Jay B. Gould of Winston & Strawn LLP acted as legal advisors for U.S. Well Services. James Garrett, Ramey Layne, Lina Dimachkieh, Steve Borgman, Larry Nettles, Stephen Jacobson, Sean Becker, Crosby Scofield and Jane Ehinmoro of Vinson & Elkins L.L.P. acted as legal advisor for Crestview. Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as the transfer agent to Matlin & Partners Acquisition Corporation. Morrow & Co., LLC acted as the information agent to Matlin & Partners Acquisition Corporation and will receive a fee of $25,000 as fees for the services rendered. U.S. Well Services, LLC completed the acquisition of Matlin & Partners Acquisition Corporation in a reverse merger transaction on November 9, 2018.