Atlas Energy Solutions to Acquire Moser Energy Systems in a $220 Million Deal, Expanding Distributed Power Capabilities
Atlas Energy Solutions Inc. has announced a definitive agreement to acquire all outstanding capital stock of Moser Acquisition, Inc. (“Moser Energy Systems”), a leading provider of distributed power solutions, for a total transaction value of $220 million. The acquisition consists of $180 million in cash and approximately 1.7 million shares of Atlas common stock, valued at $40 million based on a 20-day trailing volume-weighted average price ending January 24, 2025. Atlas retains the option to pay the full transaction amount in cash instead of issuing stock. The final consideration mix will be determined at closing, with potential revisions for post-closing adjustments. Should the stock option remain, Atlas may redeem the stock consideration for cash.
Strategic Rationale and Business Synergy
The acquisition aligns with Atlas’s strategic expansion into the distributed power market. By combining Atlas’s industry-leading completion platform with Moser’s well-established distributed power expertise, the company aims to create a vertically integrated energy solutions provider. This enhanced portfolio will now encompass proppant solutions, logistics (such as the Dune Express), and distributed power solutions, broadening the company’s ability to support oilfield and industrial operations efficiently.
Moser’s 212MW fleet of natural gas-powered assets will integrate seamlessly into Atlas’s existing operations, creating diversified revenue streams while mitigating exposure to fluctuations in completion activities. Moser’s operations offer industry-leading efficiencies with an EBITDA margin exceeding 50%, generating strong free cash flow that will contribute to Atlas’s shareholder value. Additionally, Moser’s in-house manufacturing and remanufacturing capabilities are expected to enhance equipment quality and reliability while reducing maintenance and replacement costs.
Geographic Expansion and Financial Impact
Moser’s existing footprint in key U.S. oil and gas basins, including the Permian Basin, complements Atlas’s primary market presence. This strategic overlap is expected to create operational synergies and enable a more efficient deployment of distributed power solutions to customers in high-demand regions.
Financially, the transaction is projected to be immediately accretive. Moser’s assets are expected to generate between $40-$45 million in Adjusted EBITDA within the first ten months post-acquisition. On an annualized basis, this represents a valuation multiple of approximately 4.3x 2025 Adjusted EBITDA, highlighting the attractive financial dynamics of the deal.
The acquisition is anticipated to close by the end of Q1 2025, subject to regulatory approvals and customary closing conditions.
Executive Commentary
John Turner, President and CEO of Atlas, emphasized the strategic importance of this acquisition in positioning the company for long-term growth. “By acquiring Moser Energy Systems, we are expanding beyond our core proppant and logistics operations into the growing distributed power market. This deal strengthens our ability to provide innovative, cost-effective solutions for our customers while enhancing shareholder returns through a diversified business model.”
Mark Plunkett, Managing Partner of Hilltop Opportunity Partners, expressed confidence in Atlas’s ability to build on Moser’s legacy. “We initially invested in Moser due to its reputation for operational excellence and innovation in distributed power solutions. Atlas is the ideal partner to take Moser to the next level, and we are excited to see how this combination unlocks further growth opportunities.”
Financing and Transaction Structure
Atlas will fund the $180 million cash portion of the transaction through an amendment to its existing delayed draw term loan facility, ensuring continued financial flexibility. The remaining $40 million portion of the purchase price, initially structured as Atlas common stock, remains subject to Atlas’s election to be replaced with cash at closing.
Preliminary Q4 and Full-Year 2024 Financial Results
Alongside the acquisition announcement, Atlas provided preliminary unaudited financial results for Q4 and full-year 2024. These figures, subject to finalization, indicate strong topline growth tempered by market dynamics and strategic investments.
Fourth Quarter 2024 Estimates:
- Revenue: $270-$272 million (92% increase from Q4 2023’s $141.1 million)
- Gross Profit: $49-$51 million (21% decrease from Q4 2023’s $62.9 million)
- Adjusted EBITDA: $62.2-$64.2 million (8% decrease from Q4 2023’s $68.7 million)
Full-Year 2024 Estimates:
- Revenue: $1,055-$1,057 million (72% increase from 2023’s $614 million)
- Gross Profit: $231-$233 million (26% decrease from 2023’s $313.8 million)
- Adjusted EBITDA: $287.9-$289.9 million (12% decrease from 2023’s $329.7 million)
- Cash and Cash Equivalents: $71.7 million (66% decrease from 2023’s $210.2 million)
These results reflect continued expansion efforts, including strategic investments such as the Moser acquisition, as well as evolving market conditions impacting near-term profitability.
Advisory Roles
Piper Sandler & Co. is serving as Atlas’s exclusive financial advisor, with Vinson & Elkins L.L.P. acting as legal counsel. Moser is being advised by TPH&Co., the energy division of Perella Weinberg Partners, with Katten Muchin Rosenman LLP serving as legal counsel.
The acquisition of Moser Energy Systems marks a transformative milestone for Atlas Energy Solutions, reinforcing its position as a diversified energy solutions provider. By integrating distributed power capabilities into its existing portfolio, Atlas enhances its ability to serve the evolving needs of the energy sector while delivering sustainable shareholder value.
