Atlas Energy Solutions: Agreement Signed To Buy Moser Energy Systems For $220 Million

By Amit Chowdhry • Feb 1, 2025

Atlas Energy Solutions announced that it has entered into a definitive agreement to buy all of the outstanding capital stock of Moser Acquisition (Moser Energy Systems), a leading provider of distributed power solutions, in a deal valued at $220 million.

The deal consideration includes $180 million of cash and approximately 1.7 million shares of the company’s common stock, valued at $40 million based on the 20-day trailing volume-weighted average price ending at the closing of trading on Friday, January 24, 2025.

Atlas can elect to pay the aggregate transaction consideration in cash instead of Atlas’s issuance of the stock consideration. This final consideration mix will be determined at closing, and the stock consideration is subject to revision for customary post-closing adjustments. Following the closing, if the cash option has not been exercised, all or any portion of the stock consideration will be subject to redemption at Atlas’s option, with any such redemption to be paid in cash.

The combination of Atlas’s completion platform and Moser’s distributed power platform creates a diversified energy solutions provider with a leading portfolio of proppant, logistics (including the Dune Express), and distributed power solutions. The dynamic fleet of natural gas-powered assets (about 212MWs) 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 over 50% and cash flow generation is expected to enhance Atlas’s pro forma cash flow generation and shareholder returns.

This deal also adds differentiated in-house manufacturing and remanufacturing capabilities, driving best-in-class quality and reliability while reducing through-cycle maintenance and equipment replacement costs. And it 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.

Assuming 10 months of contribution, the company expects the acquired assets to generate $40 million to $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 deal is expected to close before the end of the first quarter of 2025.

At the closing, Atlas will fund $180 million of cash and 1.7 million shares of Atlas common stock, subject to the Cash Option, to Moser’s sole shareholder. And Atlas has secured funding for the cash portion of the consideration, including the Cash Option, if exercised, through an upsizing amendment to its existing delayed draw term loan facility.

Atlas’s Board of Directors has approved the Moser Acquisition. The deal is subject to customary closing conditions and the company expects the transaction to close by the end of the first quarter of this year.

Piper Sandler is serving as the exclusive financial advisor to Atlas. And Vinson & Elkins is serving as legal advisor to Atlas in association with the deal.

TPH&Co., the energy business of Perella Weinberg Partners, is serving as Moser’s exclusive financial advisor. And Katten Muchin Rosenman is serving as legal advisor with the transaction.

KEY QUOTES:

“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 organization 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.”

  • John Turner, President and Chief Executive Officer of Atlas

“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. 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.”

  • Mark Plunkett, Managing Partner of Hilltop Opportunity Partners