WASHINGTON, D.C. 20549
(Amendment No. 2)*
U.S. Well Services, Inc.
Christopher D. Moore
Angelo, Gordon & Co, L.P.
Tel. No.: (212) 692-2009
2300 N. Field Street
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g) check the following box ☐
* Based on the 77,093,277 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”), of the Issuer outstanding as of March 28, 2022, as reported in the Issuer’s Form PRE 14A,
filed with the SEC on April 6, 2022, plus the 9,270,256 shares of Class A Common Stock upon the exercise or conversion of the Derivatives (as defined below) and the Public Warrants (as defined below) beneficially owned.
* Based on the 77,093,277 shares of Class A Common Stock outstanding as of March 28, 2022, as reported in the Issuer’s Form PRE 14A, filed with the SEC on April 6, 2022, plus the 9,270,256 shares of Class
A Common Stock upon the exercise or conversion of the Derivatives and the Public Warrants beneficially owned.
* Based on the 77,093,277 shares of Class A Common Stock outstanding as of March 28, 2022, as reported in the Issuer’s Form PRE 14A, filed with the SEC on April 6, 2022, plus the
9,270,256 shares of Class A Common Stock upon the exercise or conversion of the Derivatives and the Public Warrants beneficially owned.
* Based on the 77,093,277 shares of Class A Common Stock outstanding as of March 28, 2022, as reported in the Issuer’s Form PRE 14A, filed with the SEC on April 6, 2022, plus the 9,270,256 shares of Class
A Common Stock upon the exercise or conversion of the Derivatives and the Public Warrants beneficially owned.
* Based on the 77,093,277 shares of Class A Common Stock outstanding as of March 28, 2022, as reported in the Issuer’s Form PRE 14A, filed with the SEC on April 6, 2022, plus the 9,155,971 shares of Class
A Common Stock issuable upon the exercise or conversion of the Derivatives beneficially owned.
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG GP LLC (formerly AG Partners, LLC), a
Delaware limited liability company (“AG GP”), (iii) JAMG LLC a Delaware limited liability company (“JAMG”), (iv) Josh Baumgarten, (v) Adam Schwartz, and (vi) AG Energy Funding, LLC, a Delaware limited liability company (“AG Energy Funding”) with the
Securities and Exchange Commission (the “SEC”) on September 17, 2021, as amended by Amendment No. 1 filed on November 17, 2021 (the “Schedule 13D”).
This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in
all other items, as applicable.
Item 4 of the Schedule 13D is supplemented as follows:
On April 25, 2022, AG Energy Funding entered into a Note Purchase Agreement between AG Energy Funding and THRC Holdings, LP, pursuant to which AG Energy
Funding agreed to sell the Cash Note and the Exchange Note to THRC Holdings, LP for an aggregate purchase price equal to 99% of the sum of the aggregate outstanding balance of the Cash Note and Exchange Note plus payment in kind interest as of the
closing date. The sale is subject to conditions contemplated under the terms of the Notes and will settle subject to customary closing conditions. On April 22, 2022, AG Energy Funding agreed to sell its 5,198 Series A Preferred Shares and
2,666,669 warrants exercisable for 761,905 shares of the Issuer’s Class A Common Stock to THRC Holdings, LP or its affiliate for an aggregate purchase price equal to 85% of the liquidation preference of the Series A Preferred Shares, as adjusted
pursuant to the terms of the Series A Preferred Shares, as of the closing date. The transaction will settle upon satisfaction of customary closing conditions and a waiver of the right of first refusal (which waiver was received on April 26, 2022).
Item 5(a) - (b) is amended and restated to read as follows:
(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) 77,093,277 shares of Class A Common
Stock outstanding as of March 28, 2022, as reported in the Issuer’s Form PRE 14A, filed with the SEC on April 6, 2022, plus (ii) the 9,155,971 shares of Class A Common Stock issuable upon the exercise or conversion of the Derivatives held by AG
Energy Funding beneficially owned by the Reporting Persons and, in the case of Angelo Gordon, AG GP, and Messrs. Baumgarten and Schwartz, the 114,285 shares of Class A Common Stock underlying the Public Warrants held by other investment funds managed
by Angelo Gordon (such investment funds, the “Other Accounts” and, collectively with AG Energy Funding, the “Accounts”).
Angelo Gordon, in its capacity as manager of the Accounts, has sole power to vote and dispose of 9,270,256 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding and the Class
A Common Stock underlying the Public Warrants held by other Accounts. As the general partner of Angelo Gordon, AG GP may be deemed to have the sole power to vote and dispose of 9,270,256 shares of Class A Common Stock underlying the Derivatives held
by AG Energy Funding and the Class A Common Stock underlying the Public Warrants held by the Other Accounts. 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 and dispose of 9,270,256 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding and the Class A Common Stock underlying the Public Warrants held by the Other Accounts. 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 and dispose of 9,270,256 shares of Class A Common Stock underlying the Derivatives held by AG Energy Funding and the Class A Common Stock underlying
the Public Warrants held by the Other Accounts. AG Energy Funding has the sole power to vote 9,155,971 shares of Class A Common Stock underlying the Derivatives it holds and the shared power to dispose of 9,155,971 shares of Class A Common Stock
underlying the Derivatives it holds. For purposes hereof, the “Derivatives” consists of 5,198 shares of the Series A Preferred Shares, warrants exercisable into 9,155,971 shares of Class A Common Stock, as further previously described in Item 6 of
the Schedule 13D (the “Warrants”) and the Notes. The Public Warrants are currently exercisable into 114,285 shares of Class A Common Stock.
(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.
Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
The disclosure in Item 4 is incorporated by reference herein. The Purchase Agreement is incorporated by reference herein.
Signature
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: April 27, 2022