Every 424B that Solaris Energy Infrastructure, Inc. (SEI) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow SEI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SEI filings page.
Solaris Energy Infrastructure, Inc. is offering shares tied to a concurrent debt offering structure that is conditioned on a related notes offering and capped-call hedges. Net proceeds are earmarked primarily to repay outstanding term debt and to acquire generation equipment: approximately $354 million to repay the Term Loan in full, $92 million to purchase about 80 MW of new turbine capacity expected to be delivered late in Q4 2025, and additional funds to support future growth capital for more natural gas turbines and balance-of-plant electrical equipment. The underwriter expects to borrow shares from non-affiliate parties and may sell short shares to facilitate convertible-arbitrage positions; an initial public offering reference price of $44.00 per share is noted. The offering’s completion is explicitly contingent on a separate Concurrent Notes Offering and related capped-call transactions. The document also summarizes non-U.S. tax considerations, FATCA withholding risks, information-reporting requirements, and trustee/paying-agent procedures. A referenced litigation (case 4:25-cv-01455) appears in the filings.
Solaris Energy Infrastructure, Inc. proposes a $650,000,000 offering of convertible notes priced at $1,000 per note with underwriting compensation of 2.25% (or $14,625,000 if no exercise), and net proceeds of approximately $635,375,000 before any exercise of the underwriter option. The initial conversion rate is 17.4825 shares per $1,000 principal amount (initial conversion price ~$57.20 per share), and conversions may be settled in cash, shares or a combination based on a 40-day VWAP observation period.
On an as‑adjusted basis after this offering and using part of proceeds to repay the Term Loan, indebtedness would be about $805.0 million (or $902.5 million if underwriters fully exercise their option), including $155.0 million of 2030 notes. Planned uses of proceeds include approximately $354.0 million to repay the Term Loan in full and approximately $92.0 million to purchase ~80 MW of turbine capacity expected late in Q4 2025, with remaining proceeds for growth capital and capped call transactions if the option is exercised.
Solaris Energy Infrastructure, Inc. is offering shares of its Class A common stock in connection with a concurrent notes offering where the number of shares depends on how many Convertible Arbitrage Investors choose to hedge their note positions. The underwriter expects to borrow shares from non-affiliate third parties and may purchase shares from Convertible Arbitrage Investors who sell short or sell short itself to facilitate private transactions, then offer those shares to the public and in later market transactions.
The closing of the equity offering is explicitly contingent on completion of the Concurrent Notes Offering and vice versa. The document includes purchaser warnings for ERISA-covered plans, a detailed non-U.S. holder tax summary including withholding, FATCA and branch profits tax rules, and references to prior SEC filings including the 10-K for the year ended December 31, 2024 filed on March 5, 2025 and Form 8-A filed May 10, 2017. The company also notes an acquisition adding natural gas-powered mobile turbines to expand into distributed power solutions.
Solaris Energy Infrastructure, Inc. is offering debt securities including convertible notes with a principal amount of $600,000,000 (with an underwriter option that would raise this to $690,000,000 if fully exercised). On an as adjusted basis after giving effect to the offering and a planned partial repayment of a Term Loan, the company would have had approximately $755.0 million of indebtedness (or $845.0 million if underwriters fully exercise their option). The notes are convertible into Class A common stock, with conversions settled in cash, shares, or a combination, using a 40‑day VWAP observation period and an initial conversion rate that equates to an approximate conversion price disclosed in the supplement.
The prospectus supplement describes conversion‑rate adjustment mechanics for dividends, splits, spin‑offs and tender/exchange offers, and conditional physical settlement requirements around distributions. It also discloses pro forma balance sheet effects, including scheduled amortization, an expected Term Loan repayment using a portion of proceeds, and detailed non‑GAAP reconciliations. The document highlights withholding, tax and ERISA considerations and notes potential market activity by underwriters or counterparties that could affect the trading price of Class A common stock or the notes.