A Katten team represented Moser Holdings, LLC in its definitive agreement to sell all of the capital stock of its wholly owned subsidiary, Moser Acquisition, Inc., to Atlas Energy Solutions Inc. ("Atlas"). Moser Holdings, LLC is a portfolio company of Hilltop Holdings Inc. (NYSE: HTH).
The aggregate transaction value is approximately $220 million. The agreement includes $180 million in cash and approximately 1.7 million common shares of Atlas, currently valued at about $41 million based on the closing price as of January 24, 2025. Atlas retains the option to pay the entire transaction consideration in cash instead of issuing stock. The final consideration mix will be determined at closing, and any equity consideration is subject to customary post-closing adjustments. Once the transaction closes, expected in the first quarter of 2025, Atlas can redeem any portion of the equity consideration in cash. The boards of both Atlas Energy Solutions and Moser Holdings, LLC have approved the transaction and are working towards fulfilling customary closing conditions.
The Katten team included Corporate Partners Peter A. Bogdanow, Mark S. Solomon, Ethan E. Post and Michelle A. Gyves and Associates Kelsey R. McKeag, Miriam H. Wang and Yaesul Park; Transactional Tax Planning Partner Todd Hatcher and Associate Jeffrey Ng; Employee Benefits and Executive Compensation Partner Andrew R. Skowronski and Associate Neal K. Patel; Intellectual Property Partner Sean S. Wooden; Litigation Partner Jonathan Rotenberg; Capital Markets Partner Mark D. Wood; and Corporate Paralegal Michael D. Lockwood.
"Hilltop Opportunity Partners Announces Agreement to Sell Its Interest in Moser Energy Systems," BusinessWire.com, January 27, 2025