Select Water Solutions closes roughly $700M acquisition
Pilot OFS may receive a milestone payment, and the purchase agreement ties a possible cash adjustment to WTTR’s share price six months after closing.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
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.
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.
Positive
- Major pointPilot Water acquisition closed for approximately $700 million. 30% of market cap
Negative
- None.
Filing Explained
Pilot Water subsidiaries now guarantee Select Holdings’ nine hundred million dollars of notes; an additional two hundred fifty million dollars of revolver commitments remains lender-dependent.
Select Holdings issued
Select Holdings may request up to
8-K Event Classification
Key Figures
Key Terms
30-day volume-weighted average price financial
borrowing base financial
net total leverage ratio financial
supplemental indenture financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did WTTR pay for Pilot Water?
What additional payment could Pilot OFS receive from WTTR?
How does the WTTR acquisition agreement’s stock-price true-up work?
When does WTTR’s new revolving credit facility mature?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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. ¨
Introductory Note
As previously disclosed, on September 24, 2026, Select Water Solutions, LLC (“Select LLC”), an indirect subsidiary of Select Water Solutions, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (as amended, the “Pilot Water Acquisition Agreement”), with Pilot OFS Holdings LLC (“Pilot OFS”), Minerva Infrastructure IA LLC (“Minerva” and, together with Pilot OFS, the “Sellers”) and certain other parties for the limited purposes set forth therein, pursuant to which Select LLC agreed to acquire all of the issued and outstanding membership interests in Pilot Water Solutions LLC (together with its subsidiaries, “Pilot Water,” and such acquisition, the “Pilot Water Acquisition”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Pilot Water Acquisition Agreement.
In connection with the financing of the Pilot Water Acquisition, (i) as previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 13, 2026, on October 13, 2026, Select Water Holdings LLC (“Select Holdings”), an indirect subsidiary of the Company, entered into a Credit Agreement (the “New Credit Agreement”) providing for a senior secured revolving credit facility of up to $500.0 million (the “New Revolving Credit Facility”) and (ii) as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 21, 2026, on October 21, 2026, Select Holdings issued $900.0 million aggregate principal amount of its 7.625% Senior Notes due 2034 (the “Notes”).
The events described in this Current Report on Form 8-K took place in connection with the consummation of the Pilot Water Acquisition, which took place on November 2, 2026 (the “Closing Date”).
| Item 1.02. | Termination of a Material Definitive Agreement. |
Sustainability-Linked Credit Facility
On January 24, 2025, SES Holdings, LLC (“SES Holdings”), the Company’s direct subsidiary, and Select LLC entered into a $550.0 million sustainability-linked senior secured credit facility (the “Sustainability-Linked Credit Facility”), by and among SES Holdings, as parent, Select LLC, as borrower, certain of SES Holdings’ subsidiaries, as guarantors, each of the lenders party thereto and Bank of America, N.A., as administrative agent, issuing lender and swingline lender, which provided for $300.0 million in revolving commitments (the “Revolving Credit Facility”) and $250.0 million in term commitments (the “Term Loan Facility”), in each case, subject to a borrowing base. On October 21, 2026, following the closing of the offering of the Notes, the Term Loan Facility was repaid in full. At the time of repayment, $218.8 million of principal was outstanding under the Term Loan Facility.
On the Closing Date, in connection with the closing of the Pilot Water Acquisition and the Effective Date (as defined below) occurring under the New Credit Agreement, the Revolving Credit Facility was repaid in full and the Sustainability-Linked Credit Facility was terminated. At the time of repayment, $10.0 million of principal was outstanding under the Revolving Credit Facility.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As discussed in the Introductory Note, on the Closing Date, Select LLC completed the previously announced Pilot Water Acquisition. Pursuant to the Pilot Water Acquisition Agreement, Select LLC acquired all of the issued and outstanding membership interests in Pilot Water, a water midstream company with produced water disposal and pipeline infrastructure in the Delaware Basin, from the Sellers in exchange for aggregate consideration consisting of:
| · | approximately $600.0 million of cash paid at closing (which amount is subject to customary post-closing adjustments under the terms of the Pilot Water Acquisition Agreement); and |
| · | 5,149,331 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) (the “Equity Consideration”). |
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In addition, the Pilot Water Acquisition Agreement provides for a $15.0 million contingent payment, payable to Pilot OFS upon the satisfaction of certain operational milestones. The Pilot Water Acquisition Agreement also provides that if the 30-day volume-weighted average price of the Class A Common Stock as of the trading day immediately prior to the six-month anniversary of the Closing Date (such date, the “Measurement Date” and such price, the “Measurement Date Share Price”) is less than the 30-day volume-weighted average price of the Class A Common Stock immediately prior to the Closing Date (such price, the “Closing Share Price”), Select LLC will make (or cause to be made) a true-up payment to Pilot OFS in cash in an amount equal to (x) (a) the difference between the Closing Share Price and the Measurement Date Share Price multiplied by (b) the number of shares of Class A Common Stock delivered to Pilot OFS at closing, minus (y) any cash dividends received or declared (if the record date occurs prior to the Measurement Date) on the Equity Consideration from the closing through the Measurement Date.
The foregoing description of the Pilot Water Acquisition and the Pilot Water Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Pilot Water Acquisition Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated by reference into this Item 2.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
New Revolving Credit Facility
As previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2026, Select Holdings entered into the New Credit Agreement, among Select Holdings, as borrower, SES Holdings, as parent, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and issuing banks party thereto from time to time, which provides for the New Revolving Credit Facility, including a $50.0 million letter of credit sublimit. The New Revolving Credit Facility became effective on November 2, 2026, upon the satisfaction or waiver of certain conditions specified in the New Credit Agreement, including the consummation of the Pilot Water Acquisition (the date of such satisfaction or waiver, the “Effective Date”).
The New Revolving Credit Facility will mature on the earlier of (i) the fifth anniversary of the Effective Date and (ii) to the extent that more than $50.0 million aggregate principal amount (or available undrawn commitments) of any indebtedness for borrowed money or permitted refinancing indebtedness in respect thereof is outstanding on such date, the date that is 91 days prior to the stated maturity of such material indebtedness for borrowed money or such permitted refinancing indebtedness. Select Holdings may request up to $250.0 million of additional commitments, subject to certain conditions, including the provision of such commitments by existing or additional lenders.
Borrowings bear interest, at Select Holdings’ option, at the Term SOFR Rate (as defined in the New Credit Agreement) plus a margin ranging from 2.25% to 3.25% or the Alternate Base Rate (as defined in the New Credit Agreement) plus a margin ranging from 1.25% to 2.25%, in each case based on Select Holdings’ net total leverage ratio.
The obligations under the New Credit Agreement are guaranteed by Select Holdings’ material wholly owned domestic subsidiaries (including, as of the Effective Date, Pilot Water) and are secured by substantially all of the personal property and certain material real property of Select Holdings and the guarantors, subject to certain exclusions, and by a pledge by SES Holdings of its equity interests in Select Holdings. Neither the Company nor SES Holdings guarantees the obligations under the New Credit Agreement.
The New Credit Agreement contains restrictions on the ability of Select Holdings and its restricted subsidiaries to make distributions on, or redeem or repurchase their equity interests, or to prepay or redeem certain unsecured or subordinated indebtedness, prior to scheduled maturity, subject to certain exceptions, including that such transactions are permitted so long as (i) no default or event of default exists or would result therefrom, (ii) the pro forma net total leverage ratio of Select Holdings is not more than 3.50 to 1.00 and (iii) after giving effect to such transaction, Select Holdings has liquidity of not less than 15% of the aggregate revolving credit commitments. In addition, so long as no payment event of default or bankruptcy or insolvency event of default with respect to Select Holdings exists or would result therefrom, Select Holdings is permitted to make restricted payments, including dividends, in an aggregate amount up to $15.0 million per fiscal quarter.
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The New Credit Agreement requires Select Holdings to maintain (i) a net total leverage ratio of not more than 4.25 to 1.00 (which may be increased to 4.50 to 1.00 for the fiscal quarter in which certain material acquisitions are consummated and the two immediately subsequent fiscal quarters), (ii) a net senior secured leverage ratio of not more than 2.50 to 1.00 and (iii) an interest coverage ratio of not less than 2.50 to 1.00, in each case, tested quarterly.
The New Credit Agreement contains certain customary representations and warranties, affirmative covenants and additional negative covenants and events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the New Credit Agreement to be immediately due and payable and terminate all outstanding commitments thereunder; provided that, in the case of certain bankruptcy or insolvency events, such acceleration and termination will occur automatically.
The foregoing description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated by reference into this Item 2.03.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth in the Introductory Note and Item 2.01 relating to the issuance of the Equity Consideration is incorporated into this Item 3.02 by reference.
The issuance of the Equity Consideration to Pilot OFS was completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.
| Item 7.01. | Regulation FD Disclosure. |
On November 2, 2026, the Company issued a press release announcing the completion of the Pilot Water Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
Supplemental Indenture
In connection with the Pilot Water Acquisition, on the Closing Date, Select Holdings, the existing guarantors party thereto, Pilot Water Solutions LLC and certain of its subsidiaries (collectively, the “Pilot Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a first supplemental indenture (the “First Supplemental Indenture”) to the indenture, dated as of October 21, 2026 (the “Indenture”), by and among Select Holdings, the guarantors party thereto and the Trustee, governing the Notes. Pursuant to the First Supplemental Indenture, each of the Pilot Guarantors has agreed to provide an unconditional guarantee of all of Select Holdings’ obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture.
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The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the First Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Debt Commitment Letters
In connection with the Pilot Water Acquisition, SES Holdings obtained financing commitments pursuant to debt commitment letters. Concurrent with the closing of the Pilot Water Acquisition on the Closing Date, such financing commitments terminated.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The historical audited consolidated financial statements of Pilot Water as of and for the years ended December 31, 2025 and 2024, and the related notes thereto, are incorporated by reference in this Current Report on Form 8-K from Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2026 and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith.
The unaudited condensed consolidated financial statements of Pilot Water as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025, and the related notes thereto, are incorporated by reference in this Current Report on Form 8-K from Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2026 and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Pilot Water Acquisition and the related financing transactions, including the offering of the Notes, borrowings under the New Revolving Credit Facility, the repayment of the Company’s existing term loan and revolving credit facility indebtedness and the repayment of the existing indebtedness of Pilot Water, was previously filed with the SEC as Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on October 13, 2026 and, pursuant to General Instruction B.3 of Form 8-K, is not required to be filed herewith:
| · | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025; |
| · | Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026; |
| · | Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026; and |
| · | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
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(d) Exhibits.
| Exhibit No. | Description | ||
| 2.1#† | Membership Interest Purchase Agreement, dated as of September 24, 2026, by and among Select Water Solutions, LLC, Pilot OFS Holdings LLC, Minerva Infrastructure IA LLC and, for the limited purposes therein, Pilot Travel Centers LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2026). | ||
| 4.1* | First Supplemental Indenture, dated as of November 2, 2026, by and among Select Water Holdings LLC, the Guaranteeing Subsidiaries party thereto, the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (7.625% Senior Notes due 2034). | ||
| 10.1# | Credit Agreement, dated as of October 13, 2026, by and among Select Water Holdings LLC, as borrower, SES Holdings, LLC, as parent, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2026). | ||
| 99.1* | Press Release of Select Water Solutions, Inc., dated November 2, 2026. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
# Schedules and exhibits have been omitted pursuant to item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
† Portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The registrant hereby undertakes to provide an unredacted copy on a supplemental basis upon request by the SEC.
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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.
| SELECT WATER SOLUTIONS, INC. | ||
| Date: November 2, 2026 | By: | /s/ Christopher K. George |
| Christopher K. George | ||
| Executive Vice President and Chief Financial Officer | ||
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Exhibit 99.1
 |
NEWS RELEASE | |
| Contacts: | Select Water Solutions | |
| Garrett Williams – VP, Corporate Finance & Investor Relations | ||
| (713) 296-1010 | ||
| FOR IMMEDIATE RELEASE | IR@selectwater.com | |
| Dennard Lascar Investor Relations | ||
| Ken Dennard / Natalie Hairston | ||
| (713) 529-6600 | ||
| WTTR@dennardlascar.com | ||
Select Water Solutions Announces Closing of Pilot Water Solutions Acquisition
Gainesville, TX – November 2, 2026 – Select Water Solutions, Inc. (NYSE: WTTR) (“Select,” the “Company,” “we” or “us”) announced today that it has closed the previously announced acquisition of Pilot Water Solutions LLC (“Pilot Water”), a leading, private water midstream company with primary operations in the Delaware Basin.
John Schmitz, Chairman of the Board, President and CEO, stated, “We are excited to announce the completion of our acquisition of Pilot Water Solutions and to welcome the Pilot Water employees to the Select family. The addition of Pilot Water enhances our position as one of the leading water midstream providers in the Delaware Basin, and further strengthens Select’s unique ability to manage the industry’s growing produced water volumes with comprehensive solutions. Pilot Water’s sizable contractual revenue, minimum volume commitments, and its significant operational and undeveloped capacity, complements Select’s extensive acreage dedications and enables future growth and produced water volume capture. We look forward to integrating our industry leading recycling business and pro forma scaled disposal platform in the Delaware Basin to more efficiently address the basin's full life-cycle water needs and to unlock value and cost savings for our customers.”
Under the terms of the transaction, a subsidiary of Select acquired Pilot Water on a debt-free basis for aggregate consideration of approximately $700 million, including approximately $600 million of cash paid at closing (subject to customary post-closing adjustments) and 5,149,331 shares of Class A common stock of Select. Additionally, one of the sellers has a right to an additional $15 million contingent payment, payable upon the satisfaction of certain operational milestones expected in early 2027. The purchase agreement also provides that such seller will receive a true-up payment, payable in cash, if the 30-day volume-weighted average price of Select’s Class A common stock as of the trading day immediately prior to the six-month anniversary of the closing date is lower than the 30-day volume-weighted average price immediately prior to the closing date.
In connection with the closing of the Pilot Water acquisition, Select’s new credit agreement, which provides for a $500 million revolving credit facility, became effective, and Select’s previous sustainability-linked senior secured credit facility was terminated.
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 the Company’s critical water infrastructure assets, chemical manufacturing and water treatment and recycling capabilities. As a leader in sustainable water and chemical solutions, Select places the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, Select believes that responsibly managing water resources throughout its operations to help conserve and protect the environment is paramount to the Company’s continued success. For more information, please visit Select’s website, https://www.selectwater.com.
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 “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “preliminary,” “project,” “see,” “should,” “will,” and other similar expressions. Examples of forward-looking statements include, but are not limited to, the expectations of plans, business strategies, objectives and growth, projected financial results and future financial and operational performance of the Company and of Pilot Water, expected synergies, expected pro forma leverage and profitability mix, contingent consideration, expected capital expenditures, our share repurchase program and future dividends. 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 risk that the benefits contemplated from the Pilot Water acquisition may not be realized, the ability of Select to successfully integrate Pilot Water’s operations, including employees, and realize anticipated synergies and cost savings and the potential impact of the Pilot Water acquisition on relationships, including with employees, suppliers, customers, competitors and creditors and the risk that Pilot Water’s projected financial and operational results may not be achieved. Factors that could materially impact such forward-looking statements include, but are not limited to: global economic distress, including that resulting from the sustained Russia-Ukraine war and related economic sanctions, instability and continued hostilities in the Middle East and elsewhere, including military conflict involving Iran, instability in Venezuela, economic uncertainty as a result of changing trade policies, disruptions in global oil and gas markets and inflation and elevated interest rates, each of which may decrease demand for oil and natural gas or contribute to volatility in the prices for oil and natural gas, which may decrease demand for our services; the ability to source certain raw materials and other critical components or manufactured products globally on a timely basis from economically advantaged sources, including any delays and/or supply chain disruptions; actions taken by the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (together with OPEC and other allied producing countries, “OPEC+”) with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with announced supply limitations, which may be exacerbated by military conflict in the Middle East involving Iran and the resumption of sales of previously sanctioned oil from Venezuela and Russia; the impact of central bank policy actions, such as sustained, elevated interest rates in response to, among other things, high rates of inflation, and disruptions in the bank and capital markets; the degree to which consolidation among our customers may affect spending on United States (“U.S.”) drilling and completions activity, including the recent consolidation in the Permian Basin; impacts related to changing U.S. and foreign trade policies, including increased trade restrictions or tariffs; the impact of changes in diplomatic and trade relations, and the results of countermeasures and any tariff mitigation initiatives; changes in safety, health, environmental and other governmental policy and regulation; the enactment or promulgation of new laws or regulations or changes or modifications in existing laws, regulations, rules or governmental policies with respect to taxation; the level of capital spending and access to capital markets by oil and gas companies in response to changes in commodity price or reduced demand; the potential deterioration of our customers’ financial condition, including defaults resulting from actual or potential insolvencies; trends and volatility in oil and gas prices, and our ability to manage through such volatility; the impact of current and future laws, rulings, governmental regulations and policies, including those related to accessing water, disposing of wastewater, transferring produced water, interstate freshwater and produced water transfer, chemicals, carbon pricing, pipeline construction, emissions, hydraulic fracturing, leasing, permitting or drilling on federal lands and various other environmental matters; regional impacts to our business, including our key infrastructure assets within the Permian Basin, the Bakken, and the Haynesville regions; capacity constraints on regional oil, natural gas and water gathering, processing and pipeline systems that result in a slowdown or delay in drilling and completion activity, and thus a decrease in the demand for our services in our core markets; the impact of regulatory and related policy actions by federal, state and/or local governments, such as the Inflation Reduction Act of 2022, which may negatively impact the future production of oil and gas in the U.S., thereby reducing demand for our services; our ability to hire and retain key management and employees, including skilled labor; our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms, or at all; our health, safety and environmental performance; the impact of competition on our operations; the degree to which our exploration and production customers may elect to operate their water-management services in-house rather than source these services from companies like us; our level of indebtedness and our ability to comply with covenants contained in our credit facility, the indenture governing our senior notes or future debt instruments; delays or restrictions in obtaining permits by us or our customers; constraints in supply or availability of equipment used in our business; the impact of advances or changes in well-completion technologies or practices that result in reduced demand for our services, either on a volumetric or time basis; changes in global political or economic conditions, generally, and in the markets we serve, including the rate of inflation and potential economic recession; acts of terrorism, war or political or civil unrest in the U.S. or elsewhere, such as the Russia-Ukraine war, the instability and continued hostilities in the Middle East, including military conflict involving Iran and any potential instability in Venezuela; information technology failures or cyberattacks; accidents, weather, natural disasters or other events affecting our business; and the 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 U.S. 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.
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