Select Water Solutions, Inc. Announces Offering of $800 Million of Senior Notes Due 2034

The proposed notes would carry senior unsecured guarantees from specified existing and future subsidiaries.

Rhea-AI Summary

Select Water Solutions (NYSE: WTTR) announced that its subsidiary Select Water Holdings intends to offer $800 million in senior notes. The notes would mature in 2034, and the offering is subject to market conditions.

The issuer plans to combine net proceeds with cash on hand and borrowings under a new revolving credit facility to fund part of the previously announced Pilot Water Solutions acquisition, repay its term loan facility in full and outstanding loans under its existing revolving credit facility, and cover transaction costs and general corporate needs. The offering is not contingent on the acquisition closing. Specified acquisition-related triggers would require partial redemption, including failure to close by March 1, 2027, unless the parties extend the acquisition agreement's outside date.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed $800 million notes offering would provide funding for part of the Pilot Water acquisition. 32% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds use includes full term loan repayment and repayment of outstanding existing revolving-credit loans.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Proposed $800 million senior notes due 2034 would add debt obligations. 32% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Planned funding includes new revolving-credit borrowings alongside proceeds and cash on hand.
• Minor pointOffering remains subject to market conditions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned proceeds use includes fees, premiums, expenses and costs associated with the transactions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Acquisition-related triggers require partial redemption plus accrued and unpaid interest, despite the offering not depending on closing.

News Explained

If Pilot fails under stated triggers, redeemable principal equals notes issued less four hundred fifty million dollars, plus accrued interest.

The intended notes would have joint and several senior unsecured guarantees from Select Water Holdings’ existing subsidiaries that borrow or guarantee under its revolving credit facility and from future restricted subsidiaries that guarantee specified credit-facility debt.

If the Pilot acquisition does not close by the applicable outside date, or the issuer gives specified notice that the agreement ended or it will not pursue closing, the issuer must redeem notes with aggregate principal equal to the principal issued in this offering less $450 million, at 100% of issue price plus accrued unpaid interest through (but excluding) the redemption date.

Key Figures

Senior notes principal: $800 million Maturity: 2034 Redemption calculation: $450 million +1 more

Senior notes principal

$800 million

Intended offering; subject to market conditions

Maturity

2034

Senior notes due 2034

Redemption calculation

$450 million

If the acquisition is not completed or is terminated, redemption principal equals notes issued less $450 million

Acquisition outside date

March 1, 2027

Deadline referenced in the conditional notes redemption provision

Key Terms

rule 144a, regulation s, senior unsecured, revolving credit facility

4 terms

rule 144a regulatory

"pursuant to Rule 144A and Regulation S under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"pursuant to Rule 144A and Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

senior unsecured financial

"guaranteed, jointly and severally, on a senior unsecured basis"

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

revolving credit facility financial

"borrowers or guarantors under its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

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GAINESVILLE, Texas, Oct. 13, 2026 /PRNewswire/ -- Select Water Solutions, Inc. (NYSE: WTTR) ("Select," "we" or "our") announced today that, subject to market conditions, its subsidiary Select Water Holdings LLC (the "Issuer") intends to offer (the "Notes Offering") for sale pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), to eligible purchasers, $800 million aggregate principal amount of Senior Notes due 2034 (the "Notes"). The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by the Issuer's existing subsidiaries that are borrowers or guarantors under its revolving credit facility and future restricted subsidiaries that guarantee certain indebtedness of the Issuer or a guarantor under any credit facility.

The Issuer intends to use the net proceeds from this offering, together with cash on hand and borrowings under its new revolving credit facility, (i) to fund a portion of the cash consideration for the previously announced acquisition of Pilot Water Solutions LLC ("Pilot Water" and such acquisition, the "Pilot Water Acquisition"), (ii) to repay the outstanding obligations under our term loan facility in full and repay any outstanding loans (together with accrued and unpaid interest thereon) under our existing revolving credit facility, (iii) to pay the fees, premiums, expenses and costs incurred in connection with the foregoing and the transactions related thereto and (iv) for general corporate purposes and working capital. This offering is not contingent on the consummation of the Pilot Water Acquisition.

If (i) the Pilot Water Acquisition has not been completed on or prior to March 1, 2027 (or such later date as the outside date under the Pilot Water Acquisition agreement shall be extended by agreement of the parties thereto) (the "Outside Date"), or (ii) prior to the Outside Date, the Issuer notifies U.S. Bank Trust Company, National Association, the trustee of the Notes, that the Pilot Water Acquisition agreement has been terminated without the closing thereunder or that the Issuer will not pursue the consummation of the Pilot Water Acquisition, the Issuer will be required to redeem an aggregate principal amount of Notes equal to the principal amount of Notes issued in this offering less $450 million, at a redemption price equal to 100% of the issue price of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside of the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

About Select Water Solutions, Inc.

Select is a leading provider of sustainable water and chemical solutions to the energy industry. These solutions are supported by Select's critical water infrastructure assets, chemical manufacturing and water treatment and recycling capabilities.

Cautionary Statement Regarding Forward-Looking Statements

All statements in this communication other than statements of historical facts are forward-looking statements which contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as "could," "believe," "anticipate," "expect," "intend," "project," "will," "estimates," "preliminary," "forecast" and other similar expressions. Examples of forward-looking statements include, but are not limited to, statements about the Pilot Water Acquisition and statements regarding the Notes Offering and the use of proceeds therefrom. Although we believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include the risks and other factors discussed or referenced in the "Risk Factors" section of our most recent Annual Report on Form 10-K and those set forth from time to time in our other filings with the Securities and Exchange Commission. Investors should not place undue reliance on our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

No Offer or Solicitation

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Contacts:

Select Water Solutions
Garrett Williams – VP, Corporate Finance & Investor Relations
(713) 296-1010
IR@selectwater.com

Dennard Lascar Investor Relations
Ken Dennard / Natalie Hairston
(713) 529-6600
WTTR@dennardlascar.com

 

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SOURCE Select Water Solutions, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much does Select Water Solutions plan to raise in its senior notes offering, and when do the notes mature?

Select Water Holdings intends to offer $800 million aggregate principal amount of senior notes due 2034. The offering is subject to market conditions.

What happens to Select Water Solutions' notes if the Pilot Water acquisition does not close?

The issuer must redeem principal equal to the amount of notes issued less $450 million if specified acquisition-related triggers occur. These include failure to close by March 1, 2027, or a later agreed outside date, or notification to the trustee before that date that the agreement was terminated without closing or the issuer will not pursue completion.

The redemption price is 100% of the issue price of the notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Which subsidiaries would guarantee Select Water Solutions' proposed senior notes?

The notes would be guaranteed jointly and severally on a senior unsecured basis by existing issuer subsidiaries that are borrowers or guarantors under its revolving credit facility. Future restricted subsidiaries that guarantee certain indebtedness of the issuer or a guarantor under any credit facility would also provide guarantees.