Atlas Energy Solutions (AESI) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of Moser Energy Systems for $220 million diversifies operations into distributed power and production end markets, complementing existing oilfield logistics and proppant businesses while reducing cash flow volatility.

• Moser's mobile, low-emission, natural gas-powered generators address critical power shortages in oilfield and industrial markets, especially in regions with grid constraints and the Permian Basin.

• The deal provides entry into a rapidly growing distributed power market, driven by surging U.S. electricity demand and opportunities in adjacent sectors like RNG plants, bitcoin mining, and data centers.

• Moser's in-house manufacturing and remanufacturing capabilities offer a competitive edge in reliability, cost, and scalability.

• The acquisition aligns with a strategy to offer innovative, differentiated solutions and strengthen the position as a leading energy solutions provider in North America.

Financial terms and conditions

• Purchase price is $220 million: $180 million in cash and $40 million in common stock (approx. 1.7 million shares), with an option for all cash at closing, subject to post-closing adjustments.

• Cash portion financed via an upsized delayed draw term loan facility.

• Moser is projected to contribute $40–$45 million in Adjusted EBITDA in 2025 (10 months), implying a 4.3x 2025 EBITDA multiple.

• Growth CapEx planned at $27 million in 2025 and $33 million in 2026 to expand fleet to 310 MW.

• The final mix of cash and stock will be determined at closing, with the stock consideration subject to post-closing adjustments and potential redemption for cash.

Synergies and expected cost savings

• In-house manufacturing and remanufacturing reduce maintenance and replacement costs to 50% of third-party providers, supporting high uptime and cost efficiency.

• Strong EBITDA margin profile of 50%+ and robust cash flow expected to enhance pro forma free cash flow and shareholder returns.

• Commercial synergies expected by cross-selling to existing customers and expanding Moser’s customer base.

• Robust backlog of master service agreements with top oil and gas producers increases cash flow visibility.

• Potential to displace diesel generators with gas-fired units, offering fuel cost advantages.