| Item 1.01. |
Entry into a Material Definitive Agreement. |
Indenture
On May 12, 2026, Solaris Energy Infrastructure, LLC (the “Issuer”), a subsidiary of Solaris Energy Infrastructure, Inc. (the “Company”), issued $1.3 billion aggregate principal amount of a new series of the Issuer’s 6.375% Senior Notes due 2031 (the “Notes”) in a private placement (the “Offering”) conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were issued at par for net proceeds of approximately $1,276.1 million, after deducting the initial purchasers’ discount and estimated offering expenses. The Issuer used a portion of the net proceeds from the Offering to repay certain of the Company’s outstanding borrowings and to pay related fees and expenses and intends to use the remaining net proceeds for general corporate purposes, including to fund growth capital expenditures.
The Notes are governed by an Indenture, dated as of May 12, 2026 (the “Indenture”), by and among the Company, the Issuer, the subsidiary guarantors named therein (the “Subsidiary Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes will mature on May 15, 2031, and interest on the Notes is payable semi-annually in arrears on each May 15 and November 15, commencing November 15, 2026, at a rate of 6.375% per annum. The Notes are unconditionally guaranteed on a senior unsecured basis by the Company and the Subsidiary Guarantors (the “Guarantees”). The Notes and the Guarantees are senior in right of payment to the Company’s 4.75% Convertible Senior Notes due 2030 and 0.25% Convertible Senior Notes due 2031 (collectively, the “Convertible Notes”) and the corresponding subordinated intercompany convertible notes (the “Intercompany Convertible Notes”) issued by the Issuer to the Company in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes.
Optional Redemption
At any time prior to May 15, 2028, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture, in an amount not greater than the net cash proceeds of one or more equity offerings, at a redemption price of 106.375% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date; provided that: (i) at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding the Notes held by the Company and its subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. In addition, at any time prior to May 15, 2028, the Issuer may on any one or more occasions redeem all or part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but not including, the redemption date.
On or after May 15, 2028, the Issuer may on any one or more occasions redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of years indicated below:
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|
|
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| Year |
|
Percentage |
|
| 2028 |
|
|
103.188 |
% |
| 2029 |
|
|
101.594 |
% |
| 2030 and thereafter |
|
|
100.000 |
% |
Change of Control
If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Issuer will be required to offer to repurchase all or any part of the outstanding Notes in cash at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase.
Certain Covenants
The Indenture contains covenants that, among other things and subject to certain exceptions, limit the Issuer’s ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.
