Atlas Energy (NYSE: AESI) raises $450M via 0.50% convertible notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Atlas Energy Solutions Inc. is raising capital through a private placement of $450 million in 0.50% Convertible Senior Notes due 2031, including full exercise of a $60 million option. The notes are senior unsecured, pay 0.50% interest semi-annually, and mature on April 15, 2031 unless earlier converted, redeemed or repurchased.
The initial conversion rate is 68.9275 shares per $1,000 of notes, implying a conversion price of about $14.51, a 30% premium to the $11.16 stock price on April 6, 2026. Atlas may redeem the notes for cash starting April 20, 2029 if the share price is at least 130% of the conversion price, and holders have put rights upon certain fundamental changes.
Atlas entered into $50 million capped call transactions with a cap price of $22.32 per share to help limit potential dilution and excess cash outlay on conversion. The company estimates net proceeds of about $377 million, to be used partly for capped call costs, repayment of Stonebriar lease advances and its 2023 ABL Credit Facility, and for general corporate purposes including power equipment purchases.
Positive
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Negative
- None.
Insights
Atlas adds low-cost convertible debt, refinances obligations, and partially hedges dilution.
Atlas Energy Solutions issued $450 million of 0.50% convertible notes due 2031, a very low-coupon, unsecured instrument. The initial conversion price of about $14.51 per share reflects a 30% premium to the $11.16 share price at pricing.
The company estimates net proceeds of roughly $377 million, earmarking portions to repay lease advances with Stonebriar, reduce borrowings under its 2023 ABL facility, fund capped call costs, and support general corporate needs including power equipment purchases. This shifts part of its funding mix from secured and lease-type obligations toward unsecured convertible debt.
Atlas spent about $50 million on capped call transactions with an initial cap of $22.32 per share. These are designed to reduce share dilution and excess cash payments if the notes convert, though potential dilution remains above the cap. Overall, this is a significant but relatively standard balance-sheet transaction, with impact depending on future share price and conversion behavior.
8-K Event Classification
5 items: 1.01, 2.03, 3.02, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Convertible notes size: $450 million principal
Coupon rate: 0.50% per annum
Initial conversion rate: 68.9275 shares per $1,000
+5 more
8 metrics
Convertible notes size
$450 million principal
0.50% Convertible Senior Notes due 2031
Coupon rate
0.50% per annum
Interest on convertible notes, payable semi-annually
Initial conversion rate
68.9275 shares per $1,000
Implied conversion price about $14.51 per share
Conversion premium
30% over $11.16
Premium to common stock price on April 6, 2026
Capped call cost
$50 million
Cost of capped call transactions
Capped call cap price
$22.32 per share
100% premium to $11.16 stock price at pricing
Estimated net proceeds
$377 million
Net of discounts and expenses from notes offering
Maximum shares on conversion
40,322,565 shares
Based on maximum conversion rate of 89.6057 per $1,000
Key Terms
Convertible Senior Notes, capped call transactions, fundamental change, qualified institutional buyers, +2 more
6 terms
Convertible Senior Notes financial
"0.50% Convertible Senior Notes due 2031 (the “Notes”)"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
capped call transactions financial
"the Company entered into privately negotiated capped call transactions"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
fundamental change financial
"If a fundamental change (as defined in the Indenture) occurs"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
qualified institutional buyers regulatory
"resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"in accordance with Rule 144A under the Securities Act"
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.
Events of Default financial
"The Notes have customary provisions relating to the occurrence of “Events of Default”"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 6, 2026
(Exact Name of Registrant as Specified in Charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
(512 ) 220-1200
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange
on which registered |
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NYSE Texas, Inc.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry Into or Amendment of a Material Definitive Agreement
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Indenture
On April 9, 2026, Atlas Energy Solutions Inc. (the “Company”), issued $450 million aggregate principal amount of its 0.50% Convertible Senior Notes due
2031 (the “Notes”), which included the exercise in full of the Initial Purchasers’ (as defined below) option to purchase up to an additional $60 million principal amount of Notes. The Notes were issued pursuant to, and are governed by, an indenture
(the “Indenture”), dated as of April 9, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes are the Company’s senior, unsecured obligations and are (i) senior in right of payment to the Company’s
indebtedness that is expressly subordinated in right of payment to the Notes; (ii) equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; (iii) effectively junior to the Company’s secured indebtedness, to the extent of the value of the assets securing that indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade
payables) of the Company’s subsidiaries.
The Company will pay interest on the Notes at an annual rate of 0.50%, payable semi-annually in arrears on April 15 and October 15 of each year,
beginning on October 15, 2026. The Notes will mature on April 15, 2031, unless earlier converted, redeemed or repurchased. Before January 15, 2031, noteholders will have the right to convert their Notes only in certain circumstances and during
specified periods. From and after January 15, 2031, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle
conversions by paying or delivering, as applicable, cash, shares of the Company’s Common Stock, par value $0.01 (the “Common Stock”), or a combination of cash and the Company’s Common Stock, at its election. The initial conversion rate is 68.9275
shares of Common Stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $14.51 per share of Common Stock and a premium of approximately 30% over the last reported sale price of $11.16 per share of
the Company’s Common Stock on the New York Stock Exchange on April 6, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The Notes are redeemable, in whole or in part (subject to certain
limitations described below), at the Company’s option at any time, and from time to time, on or after April 20, 2029 and prior to the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption
date, but only if the last reported sale price per share of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately
preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption.
However, the Company may not redeem less than all of the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are outstanding and not subject to redemption as of, and after giving effect to, delivery of the
relevant notice of redemption. If a fundamental change (as defined in the Indenture) occurs, then, subject to limited exceptions, noteholders may require the Company to repurchase the Note at a cash repurchase price equal to the
principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding any repurchase date. In addition, if the effective date of a “make-whole fundamental change” (as defined in the Indenture) occurs prior to the
maturity date of the Notes or if the Company gives a notice of redemption with respect to any or all of the Notes, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection
with such make-whole fundamental change or convert its Notes called for redemption (or deemed called for redemption) in connection with such notice of redemption, as the case may be.
The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) a default in any payment of interest on, or payment of principal of, the Notes when due and payable (which, in the case of a default in the payment of interests on the Notes, will be subject to a 30-day cure
period); (ii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, if such default continues for five business days; (iii) the Company’s failure to send certain notices under the
Indenture within specified periods of time; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, convey, transfer or lease all or
substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person (other than to one or more of the Company’s direct or indirect wholly owned subsidiaries); (v) a default by the Company in its other
obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries
with respect to indebtedness for borrowed money of at least $50,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization with respect to the Company or any of its significant
subsidiaries.
If an Event of Default involving bankruptcy, insolvency and reorganization with respect to the Company occurs,
then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is
continuing, then the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and
unpaid interest on, all of the Notes then outstanding to become due and payable immediately. Notwithstanding anything to the contrary described above, the Company may elect that the sole remedy for any Event of Default relating to certain failures
by the Company to comply with certain reporting covenants in the Indenture consists, for the first 365 days after the occurrence of such Event of Default, exclusively of the right of the noteholders to receive additional interest on the Notes. If
the Company has made such an election, then on the 366th day after such Event of Default (if such Event of Default is not cured or validly waived in accordance with the Indenture prior to such 366th day), such additional interest will cease to
accrue and the Notes will be subject to acceleration. In the event the Company does not make such an election, or the Company has made such election but does not pay the additional interest when due, the Notes will be immediately subject to
acceleration.
The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate
representing the Notes are filed as Exhibit 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Note set
forth in such exhibits.
Capped Call Transactions
On April 6, 2026, concurrently with the pricing of the Notes, and on April 7, 2026, in connection with the exercise in full by the Initial Purchasers
of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with an affiliate of one of the Initial Purchasers and certain other financial institutions (the
“Option Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of the Company’s Common Stock that initially underlie the
Notes, and are expected generally to reduce potential dilution to the Company’s Common Stock upon any conversion of Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted
Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $22.32 per share (subject to adjustment under the terms of the Capped Call Transactions), which represents a
premium of 100% over the last reported sale price of $11.16 per share of the Company’s Common Stock on April 6, 2026. The cost of the Capped Call Transactions was approximately $50 million.
The Capped Call Transactions are separate transactions, each entered into between the Company and the applicable Option Counterparty, and are not part
of the terms of the Notes and will not change any holder’s rights under the Notes or the Indenture. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
The above description of the Capped Call Transactions is a summary and is not complete. A copy of the form of confirmation for the Capped Call
Transactions is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the form of confirmation set forth in such exhibit.
Fifth Amendment to ABL Credit Agreement
On April 9, 2026, Atlas Sand Company, LLC (“Atlas LLC”) and certain subsidiaries of the Company entered into that certain Fifth Amendment to Loan,
Security and Guaranty Agreement (the “Fifth ABL Amendment”), among Atlas LLC, as the borrower, the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Fifth ABL Amendment amends
that certain Loan, Security and Guaranty Agremeent, dated as of February 22, 2023, as amended, to, among other things, permit the issuance of the Notes and the Capped Call Transactions.
The above description of the Fifth ABL Amendment is a summary and is not complete. A copy of the Fifth ABL Amendment is filed as Exhibit 10.2 to this
Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Fifth ABL Amendment set forth in such exhibit.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information contained in Item 1.01 of this Current Report on Form 8-K relating to the Indenture under the heading “Indenture” and the Fifth ABL
Amendment under the heading “Fifth Amendment to ABL Credit Agreement” is incorporated into this Item 2.03 by reference.
| Item 3.02. |
Unregistered Sales of Equity Securities.
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The disclosure set forth in Item 1.01 above under the caption “Indenture” is incorporated by reference into this Item 3.02. The Notes were issued to
the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the Initial Purchasers to persons whom the Initial
Purchasers reasonably believe are qualified institutional buyers pursuant to Rule 144A under the Securities Act. Any shares of the Company’s Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section
3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 40,322,565 shares of the Company’s Common Stock may be issued upon conversion of the Notes, based on the initial
maximum conversion rate of 89.6057 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
| Item 8.01. |
Other Events.
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On April 7, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Purchase Agreement
On April 6, 2026, the Company entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc. and
BofA Securities, Inc. (the “Representatives”), as representatives of the several initial purchasers named therein (the “Initial Purchasers”), in connection with the offering of the Notes (the “Notes Offering”).
The Notes were issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act in reliance
upon Section 4(a)(2) of the Securities Act. The Initial Purchasers resold the Notes only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act. The Notes have not been, and will
not be, registered under the Securities Act, or any state securities laws, and, unless so registered, 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 Notes Offering closed on April 9, 2026.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of
the parties and termination provisions. Additionally, the Company has agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be
required to make because of any of those liabilities.
| Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description of Exhibit
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4.1
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Indenture, dated as of April 9, 2026, between Atlas Energy Solutions Inc. and U.S. Bank Trust Company, National Association, as trustee.
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4.2
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Form of 0.50% Convertible Senior Note due 2031 (included in Exhibit A to Exhibit 4.1).
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10.1
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Form of Capped Call Confirmation.
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10.2
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Fifth Amendment to Loan, Security and Guaranty Agreement, dated as of April 9, 2026, by and among Atlas Sand Company, LLC, as borrower, certain of its subsidiaries as guarantors, the financial institutions party
thereto as lenders and Bank of America, N.A., as agent for the lenders.
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99.1
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Press Release, dated April 7, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ATLAS ENERGY SOLUTIONS INC.
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Date: April 9, 2026
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By:
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/s/ John Turner
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Name:
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John Turner
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Title:
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President and Chief Executive Officer
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Exhibit 99.1
Atlas Energy Solutions Inc. Announces Pricing of Upsized $390 Million Private Placement of 0.50% Convertible Senior Notes Due 2031
Austin, Texas –
April 7, 2026 – Atlas Energy Solutions Inc. (NYSE: AESI) (together with its subsidiaries, “Atlas” or the “Company”) today announced that it has priced its previously announced private offering to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) of $390 million aggregate principal amount of 0.50% Convertible Senior Notes due 2031 (the
“notes”). The size of the offering was increased from the previously announced $300 million to $390 million. The issuance and sale of the notes are scheduled to settle on April 9, 2026, subject to customary closing conditions. The Company also
granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the notes are first issued, up to an additional $60 million aggregate principal amount of notes.
The Company estimates that the net proceeds from the offering will be approximately $377 million (or approximately $435 million if the initial purchasers fully
exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company intends to use approximately $43 million (or approximately $50 million
if the initial purchasers fully exercise their option to purchase additional notes) of the net proceeds to fund the cost of entering into the capped call transactions described below. In addition, the Company intends to use approximately $66
million of the net proceeds from the offering to repay outstanding advances under its Master Lease Agreement and Interim Funding Agreement, each with Stonebriar Commercial Finance LLC, including a $5 million termination fee in connection therewith
and approximately $75 million of the net proceeds from the offering to repay outstanding borrowings under its 2023 ABL Credit Facility. The Company expects to use the remainder of the net proceeds for general corporate purposes, including to
purchase a portion of the power generation equipment under the Global Framework Agreement with Caterpillar Inc., along with balance of plant and supporting equipment.
The notes will be senior, unsecured obligations of the Company and will accrue interest at a rate of 0.50% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15,
2026. The notes will not be guaranteed by any subsidiary of the Company, and the Company’s subsidiaries will have no obligations under the notes. The notes will mature on April 15, 2031, unless earlier converted, redeemed or repurchased. Before
January 15, 2031, noteholders will have the right to convert their notes only in certain circumstances and during specified periods. From and after January 15, 2031, noteholders may convert their notes at any time at their election until the close
of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions of notes by paying or delivering, as the case may be, cash, shares of the Company’s Common Stock, par value $0.01 per share
(“Common Stock”) or a combination of cash and the Company’s Common Stock, at its election.
The initial conversion rate is 68.9275 shares of Common Stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $14.51
per share of Common Stock and a premium of approximately 30% over the last reported sale price of $11.16 per share of the Company’s Common Stock on the New York Stock Exchange on April 6, 2026. The conversion rate and conversion price will be
subject to adjustment upon the occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after
April 20, 2029 and before the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Common Stock equals or exceeds 130% of the conversion price then in effect
for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to certain conditions and exceptions, noteholders may require the Company to
repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the applicable repurchase date.
In connection with the pricing of the notes, the Company has entered into privately negotiated capped call transactions with an affiliate of one of the initial
purchasers and certain other financial institutions (the “option counterparties”). The capped call transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of
the Company’s Common Stock initially underlying the notes. If the initial purchasers exercise their option to purchase additional notes, then the Company expects to enter into additional capped call transactions with the option counterparties, and
will use a portion of the additional net proceeds to fund the cost of such additional capped call transactions (and the remainder for the same purposes as described above).
The capped call transactions are expected generally to reduce the potential dilution to the Company’s Common Stock upon any conversion of the notes and/or offset any
potential cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, in the event that the market price per share of the Company’s Common Stock, as measured under the terms of the capped
call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the notes and is subject to anti-dilution adjustments substantially similar to those applicable to the
conversion rate of the notes. If, however, the market price per share of the Company’s Common Stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be
dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds such cap price. The cap price of the capped call transactions
will initially be $22.32 per share, representing a premium of 100% over the last reported sale price of $11.16 per share of the Company’s Common Stock on the New York Stock Exchange on April 6, 2026.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares
of the Company’s Common Stock and/or enter into various derivative transactions with respect to the Company’s Common Stock concurrently with, or shortly after, the pricing of the notes. This activity could increase (or reduce the size of any
decrease in) the market price of the Company’s Common Stock or the notes at that time.
In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect
to the Company’s Common Stock and/or purchasing or selling the Company's Common Stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to
do so during any observation period related to a conversion of notes or following certain repurchases or redemptions of the notes). This activity could cause or avoid an increase or a decrease in the market price of the Company’s Common Stock or
the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following a conversion or during any observation period related to a conversion of notes, it could affect the number of shares of
the Company’s Common Stock, if any, amount and value of the consideration that noteholders will receive upon conversion of the notes.
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The offer and sale of the notes and any shares of the Company’s Common Stock issuable upon conversion of the notes have not been, and will not be, registered under the
Securities Act or any other securities laws. As a result, the notes and any such shares of the Company’s Common Stock issuable upon conversion of the notes may not be offered or sold except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and other applicable securities laws. Accordingly, the notes are being offered only to persons reasonably believed to be qualified institutional buyers in compliance with Rule 144A
under the Securities Act.
This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Atlas Energy Solutions Inc.
Atlas Energy Solutions Inc. (NYSE: AESI) is a leading solutions provider to the energy industry. Atlas’s portfolio of offerings includes oilfield logistics,
distributed power systems, and the largest proppant supply network in the Permian Basin. With a focus on leveraging technology, automation, and remote operations to enhance efficiencies, Atlas is centered on a core mission of improving human access
to the hydrocarbons that power our lives and, by doing so, maximizing value creation for our shareholders.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are predictive or prospective in nature, that depend upon or refer to future events or conditions or that include the words “may,” “assume,” “forecast,”
“position,” “strategy,” “potential,” “continue,” “could,” “will,” “plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,” “objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of
or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Examples of forward-looking statements include, but are not limited to statements regarding: the anticipated terms of the notes
being offered, the completion, timing and size of the proposed offering, the intended use of proceeds and the anticipated terms of, and the effects of entering into, the capped call transactions described above.
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Although forward-looking statements reflect our good faith beliefs at the time they are made, we caution you that these forward-looking statements are subject to a number
of risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include but are not limited to: uncertainties as to whether our business strategy will achieve its anticipated benefits and
projected results within the expected time period or at all; our ability to participate in and execute on opportunities in the private grid power market; the continued growth of demand in the private grid power market; changes in local, state and
federal regulations that may impact the private grid power market; unforeseen or unknown liabilities, future capital expenditures and potential litigation; unexpected future capital expenditures; commodity price volatility, including volatility
stemming from the ongoing armed conflicts between Russia and Ukraine, Israel and Hamas, and the United States and Israel and Iran; increasing hostilities and instability in the Middle East; higher than expected costs to operate our proppant
production and processing facilities or the Dune Express; the volume of proppant we are able to sell and our ability to enter into supply contracts for our proppant on acceptable terms; the prices we are able to charge, and the margins we are able
to realize, from our sales of proppant, logistics services, or mobile power generation; the demand for and price of proppant and power generation, particularly in the Permian Basin; the domestic and foreign supply of and demand for oil and natural
gas; the effects of actions by, or disputes among or between, members of OPEC+ with respect to production levels or other matters related to the prices of oil and natural gas; customer concentration, the potential for future consolidation amongst
current or potential customers and the possibility that customers may not continue to outsource their power system needs, which could affect demand for our products and services, especially in the power generation industry; inability of our
customers to take delivery; any planned or future expansion projects or capital expenditures; inaccuracies in estimates of volumes and qualities of our frac sand reserves; changes in tariffs, trade barriers, price and exchange controls and other
regulatory requirements, including such changes that may be implemented by U.S. and foreign governments; volatility in political, legal and regulatory environments; and other factors discussed or referenced in our filings made from time to time
with the U.S. Securities and Exchange Commission (“SEC”), including those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, filed with the SEC on February 24, 2026 and any subsequently filed Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to
time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required
by law.
Investor Contact
Kyle Turlington
5918 W Courtyard Drive, Suite #500
Austin, Texas 78730
United States
T: 512-220-1200
IR@atlas.energy
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FAQ
What did Atlas Energy Solutions (AESI) announce in this 8-K?
Atlas Energy Solutions announced a private placement of 0.50% Convertible Senior Notes due 2031 totaling $450 million, plus related capped call transactions and an ABL credit agreement amendment to permit the notes and hedging structure.
How large is Atlas Energy Solutions’ new convertible notes offering?
Atlas Energy Solutions issued $450 million aggregate principal amount of 0.50% Convertible Senior Notes due 2031, including a $60 million option exercised in full, after upsizing the deal from a previously announced $300 million to $390 million at pricing.
What are the key financial terms of AESI’s 0.50% convertible notes?
The notes bear 0.50% annual interest, payable semi-annually, and mature on April 15, 2031. The initial conversion rate is 68.9275 shares per $1,000, implying a conversion price of about $14.51, a 30% premium to the $11.16 stock price at pricing.
How will Atlas Energy Solutions use the net proceeds from the notes?
Atlas expects about $377 million of net proceeds, planning to spend roughly $43–50 million on capped call costs, about $66 million to repay Stonebriar lease advances, around $75 million to pay down its 2023 ABL facility, and the rest for general corporate purposes.
What is the purpose of AESI’s capped call transactions on the notes?
Atlas entered capped call transactions costing about $50 million, with an initial cap price of $22.32 per share. These are intended to reduce potential dilution and offset cash payments above principal upon conversion if the stock trades between the conversion and cap prices.
How much potential equity dilution could result from AESI’s convertible notes?
Initially, a maximum of 40,322,565 shares of common stock may be issued upon conversion, based on a maximum conversion rate of 89.6057 shares per $1,000 principal. Actual dilution will depend on future stock prices, conversion behavior, and the effect of capped call transactions.