Atlas Energy Solutions Inc. has announced that it has entered into a definitive agreement to acquire all of the outstanding capital stock of Moser Acquisition, Inc., a provider of distributed power solutions, in a transaction valued at US$220 million.
The transaction consideration includes US$180 million of cash and approximately 1.7 million shares (the stock consideration) of the company’s common stock, par value US$0.01 per share, which are valued at US$40.0 million based on the 20 day trailing volume-weighted average price ending at the close of trading on Friday 24 January 2025. Atlas has the ability to elect to pay the aggregate transaction consideration in cash in lieu of Atlas’s issuance of the stock consideration (the cash option). The final consideration mix will be determined at closing and the stock consideration is subject to revision for customary post-closing adjustments. Following closing, if the cash option has not been exercised, all or any portion of the stock consideration will be subject to redemption at the option of Atlas, with any such redemption to be paid in cash.
Acquisition highlights
- 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.
- Dynamic fleet of natural gas-powered assets (~212 MW) 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.
- Moser’s strong EBITDA margin profile of 50%+ and robust cash flow generation is expected to enhance Atlas’s pro forma cash flow generation and shareholder returns.
- Adds critical, differentiated in-house manufacturing and remanufacturing capabilities driving best-in-class quality and reliability while reducing through-cycle maintenance and equipment replacement costs.
- 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 US.
- Estimated to be immediately accretive.
- Assuming 10-months of contribution, we expect the acquired assets to generate US$40 – 45 million in Adjusted EBITDA in 2025, which implies on a full run-rate basis a valuation of approximately 4.3x 2025 Adjusted EBITDA.
The transaction is expected to close before the end of the 1Q25.
John Turner, President and CEO of Atlas, commented: “Today marks yet another exciting milestone for Atlas. This acquisition diversifies the Company into attractive high-growth end markets in both production and distributed power while strengthening Atlas’s current market position as a leading provider of energy solutions within the oil and gas sector across North America. This transaction highlights our continued commitment to evolve our organisation by deploying innovative and differentiated solutions to return value to our shareholders. We are looking forward to continuing to invest in our current operations and expand the capabilities of our distributed power platform.”
“When we made our original investment in Moser, we saw a company with tremendous potential and a rich legacy of customer service and excellence that Randy Moser and his family had built over the previous 40 years. We have worked hard to be good caretakers of that legacy as we have grown the business, and we view Atlas Energy as the perfect company to further build upon that legacy,” added Mark Plunkett, Managing Partner of Hilltop Opportunity Partners. “We have greatly valued the partnership we have had with the Moser team over the last several years and look forward to watching them thrive as they lead Moser into this next chapter with Atlas.”