Select Water Solutions (WTTR) SEC Filings

Select Water Solutions, Inc. (WTTR) completed the acquisition of Pilot Water Solutions LLC through its subsidiary, Select LLC. Pilot Water operates produced-water disposal and pipeline infrastructure in the Delaware Basin. Aggregate consideration was approximately $700 million, including approximately $600 million in cash at closing, subject to customary post-closing adjustments, and 5,149,331 shares of Class A common stock. Pilot OFS Holdings LLC may receive an additional $15 million if operational milestones are met, expected in early 2027. The agreement also provides for a cash true-up if the 30-day volume-weighted average share price immediately before the six-month anniversary is below the comparable pre-closing measure.

Select Holdings, an indirect subsidiary, began a new $500 million revolving credit facility, including a $50 million letter-of-credit sublimit, on the closing date after specified conditions were satisfied or waived, including completion of the acquisition. The former sustainability-linked facility’s $10 million revolving balance was repaid and the facility terminated. The new agreement requires quarterly tests of a maximum 4.25-to-1.00 net total leverage ratio, which may rise to 4.50-to-1.00 for the quarter of certain material acquisitions and the following two quarters, a maximum 2.50-to-1.00 net senior secured leverage ratio, and a minimum 2.50-to-1.00 interest coverage ratio.

Select Water Solutions, Inc. (WTTR) is the issuer whose Class A shares Franklin Templeton, Inc. and Franklin Mutual Advisers, LLC reported as beneficially owned. As of September 30, 2026, Franklin Templeton reported 8,993,016 shares, or 7.0% of the class. Franklin Mutual Advisers reported 8,691,778 shares, or 6.7%, and sole voting power over 8,199,374 shares.

The reported securities are held by investment-management clients, who have the right to receive or direct dividends and proceeds from sales. Franklin Templeton, Charles B. Johnson, Rupert H. Johnson, Jr., and the investment-management subsidiaries disclaim pecuniary interest in the securities. Franklin Resources, Inc. was renamed Franklin Templeton, Inc. effective August 17, 2026.

Select Water Solutions, Inc. said its subsidiary, Select Water Holdings LLC, issued $900 million aggregate principal amount of 7.625% Senior Notes due 2034 on October 21, 2026. The notes are senior unsecured obligations, fully and unconditionally guaranteed on a senior unsecured basis by the issuer’s existing subsidiaries that guarantee its revolving credit facility. Select Water Solutions and SES Holdings, LLC are not guarantors or parties to the indenture.

The notes mature November 1, 2034, with interest payable semiannually in arrears on May 1 and November 1, beginning May 1, 2027. Before November 1, 2029, the issuer may redeem up to 40% at 107.625% of principal plus accrued interest, using cash no greater than net cash proceeds from certain equity offerings, if at least 50% remains outstanding and redemption occurs within 180 days of the offering closing. A separate option allows all or part to be redeemed before that date at 100% plus a make-whole premium and accrued interest. If the Pilot Water Acquisition is not completed by March 1, 2027, or a later outside date agreed by the parties, or the issuer gives the trustee written notice before then that the agreement was terminated without closing or it will not pursue the acquisition, the issuer must redeem an amount equal to the excess, if any, of issued principal over $450.0 million at issue price plus accrued interest.

Select Water Solutions, Inc. (WTTR) subsidiary Select Water Holdings LLC priced $900 million aggregate principal amount of 7.625% Senior Notes due 2034, up from an initial $800 million. The notes were priced at par and are expected to close October 21, 2026, subject to customary closing conditions; they mature November 1, 2034. Net proceeds are approximately $882.6 million after the initial purchasers’ discount and estimated offering expenses.

The issuer intends to use proceeds with cash on hand for part of the Pilot Water Solutions acquisition consideration, repay its term loan obligations in full and outstanding revolving loans plus accrued interest, pay related costs, and for general corporate purposes and working capital. The offering is not contingent on the acquisition. Interest is 7.625% per year, payable May 1 and November 1; the first payment is May 1, 2027.

If Pilot Water is not completed by March 1, 2027 (or an agreed extended outside date), or the issuer notifies the trustee before then that the acquisition agreement was terminated without closing or it will not pursue the acquisition, the issuer must redeem principal equal to notes issued in this offering less $450 million at 100% of issue price, plus accrued and unpaid interest to, but excluding, redemption date.

Select Water Solutions, Inc. (WTTR) announced that its subsidiary Select Water Holdings LLC intends to privately offer $800 million aggregate principal amount of Senior Notes due 2034, subject to market conditions. Separately, Select LLC agreed to acquire all outstanding membership interests in Pilot Water for $600 million cash, $100 million in Select Water Solutions Class A common stock and a $15 million contingent payment tied to operational milestones. Closing is expected in the fourth quarter of 2026, subject to customary conditions and regulatory approvals.

The notes offering is not contingent on the acquisition. If the acquisition is not completed by March 1, 2027 (or a later agreed outside date), or the issuer tells the trustee before then that the agreement was terminated or it will not pursue closing, it must redeem notes equal to the principal issued less $450 million, at 100% of issue price plus accrued interest. A new $500 million senior secured revolving facility, including a $50 million letter-of-credit sublimit, becomes available after conditions are satisfied or waived, including acquisition closing. As of June 30, 2026, pro forma total debt was approximately $874.9 million; pro forma secured debt was $74.9 million, with $418.4 million of additional borrowing capacity under the new facility.

Dimensional Fund Advisors amended its ownership report for Select Water Solutions, Inc. (WTTR), reporting beneficial ownership of 6,331,185 common shares, or 4.9% of the class, as of September 30, 2026. It reported sole voting power over 6,222,501 shares and sole dispositive power over 6,331,185 shares, with no shared voting or dispositive power. Dimensional stated that the funds it advises own the shares and that it disclaims beneficial ownership; to its knowledge, no individual fund had an interest exceeding 5% of the class.

Select Water Solutions, Inc. (WTTR) agreed to acquire all issued and outstanding membership interests of Pilot Water Solutions LLC for $600 million in cash and $100 million in Class A common stock, plus a $15 million contingent payment tied to operational milestones. The share count will be based on the 30-day volume-weighted average price immediately before closing.

Closing is expected in the fourth quarter of 2026, subject to customary closing conditions and regulatory approvals. Pilot Water is projected to generate Adjusted EBITDA of $100 million–$110 million in 2026 and $120 million–$130 million in 2027; Select targets another $10 million–$15 million in annual cost synergies, expected during the next 12 to 18 months. The combined platform is projected to handle more than 2.5 million barrels of produced water per day during 2027.

Separately, on September 23, 2026, Select subsidiaries sold an indirect 55% interest in Peak Rentals for approximately $41.5 million in cash and a $35.3 million seller note. Select retains an indirect 45% interest, and Peak Rentals will no longer be reflected in Select’s financial results.

Select Water Solutions, Inc. (WTTR) reported that executive officer Michael James Lyons had 1,844 shares of Class A Common Stock withheld on August 15, 2026. These shares were withheld by the company to satisfy tax withholding obligations arising from the vesting of restricted stock. Following this tax-withholding disposition, Lyons directly holds 142,751 shares of Class A Common Stock.

Select Water Solutions, Inc. (WTTR) received an updated ownership report from Crestview-affiliated entities. As of August 13, 2026, Crestview Partners II GP, L.P. may be deemed to beneficially own 8,774,073 Class A shares on an as-converted basis, representing 6.3% of the Class A Common Stock when including shares issuable upon redemption of Common LLC Units.

This total includes 1,666,372 Class A shares directly owned by Crestview Partners II SES Investment B, LLC (1.3%) and 7,107,701 Common Units of SES Holdings, LLC indirectly owned through Crestview Partners II SES Investment, LLC, which are redeemable one-for-one into Class A shares, paired with an equal number of Class B shares that would be canceled upon redemption. Percentages are based on 128,942,892 Class A shares outstanding and 9,537,941 Common Units redeemable into Class A shares as of August 3, 2026. Crestview Advisors, L.L.C. reports no beneficial ownership and each reporting person disclaims beneficial ownership beyond its pecuniary interest.