v3.26.3
Subsequent Events
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
New Contract
On October 29, 2026, the Company entered into a 15-year agreement, with an option to extend for an additional 15-years. This contract will provide approximately 900 MW of power generation, associated balance of plant equipment, and operations and maintenance services. The agreement is with an existing customer, a leading global, investment-grade, diversified industrial and technology company. Deployments are expected to begin in the first half of 2027 and scale through 2028.
Additional Capacity
In the fourth quarter of 2026, the Company secured seven turbines from private parties for approximately $163.0 million in cash. These units are expected to provide over 200 MW of incremental power generation capacity beginning in the first quarter of 2027.
7.000% Senior Notes due 2032
On October 1, 2026, Solaris Energy Infrastructure, LLC (“Solaris LLC”), a consolidated subsidiary of the Company, issued $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032 (the “2032 Senior Notes”) at par in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The offering resulted in net proceeds of approximately $1.23 billion, after deducting the initial purchasers’ discount and estimated offering expenses. The net proceeds from the offering will be used for general corporate purposes and growth capital
expenditures, in addition to paying for fees and expenses related to the offering. The 2032 Senior Notes mature on April 1, 2032.
The 2032 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain subsidiaries of Solaris LLC (the “Subsidiary Guarantors”). The 2032 Senior Notes and related guarantees (i) rank equally in right of payment with all existing and future senior indebtedness of Solaris LLC, the Company and the Subsidiary Guarantors, including the 6.375% Senior Notes due 2031 (see below); (ii) are structurally senior to the Company’s 4.75% Convertible Senior Notes due 2030 and 0.25% Convertible Senior Notes due 2031 (see Note 12. “Convertible Notes”) to the extent of the guarantees by the Subsidiary Guarantors; and (iii) are senior in right of payment to the corresponding subordinated intercompany convertible notes (the “Intercompany Convertible Notes”) issued by Solaris LLC to the Company in aggregate principal amounts equal to the outstanding amounts under the Convertible Notes.
At any time prior to April 1, 2029, Solaris LLC may redeem up to 40% of the aggregate principal amount of the 2032 Senior Notes with the net cash proceeds of one or more equity offerings at a redemption price equal to 107.000% of the principal amount, plus accrued and unpaid interest, subject to certain conditions. Solaris LLC may also redeem all or a part of the 2032 Senior Notes at any time prior to April 1, 2029 at a redemption price equal to 100% of the principal amount plus an applicable make-whole premium and accrued and unpaid interest. On and after April 1, 2029, the 2032 Senior Notes are redeemable at specified prices plus accrued and unpaid interest.
Upon the occurrence of a change of control triggering event, Solaris LLC is required to offer to repurchase all or any part of the outstanding 2032 Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. The indenture governing the 2032 Senior Notes contains customary affirmative and negative covenants, including limitations on the ability of Solaris LLC and its restricted subsidiaries to incur additional indebtedness, make restricted payments, transfer or sell assets, make investments, create certain liens, enter into agreements that restrict dividends or other payments from restricted subsidiaries, enter into affiliate transactions, and engage in consolidations, mergers or transfers of substantially all assets. The indenture also contains customary events of default.
The 2032 Senior Notes were issued on October 1, 2026 and are not reflected in the Company’s condensed consolidated balance sheet or condensed consolidated statements of operations as of or for the three and nine months ended September 30, 2026. Accordingly, no amounts were outstanding and no related interest was incurred under the 2032 Senior Notes as of or for the period then ended.
In connection with the issuance of the 2032 Senior Notes, the Company incurred total debt financing costs of approximately $22.8 million. These costs will be recorded as a direct deduction from the carrying amount of the 2032 Senior Notes and amortized to interest expense using the effective interest method over the term of the 2032 Senior Notes. Interest accrues at a rate of 7.000% per annum and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2027. The 2032 Senior Notes will be reflected in the Company’s condensed consolidated financial statements beginning in the fourth quarter of 2026.
First Amendment to Credit Agreement
On October 1, 2026, the Company entered into a first amendment to the Credit Agreement, primarily to increase the aggregate revolving commitments under the Revolving Credit Facility by $200.0 million, from $650.0 million to $850.0 million, and also to increase the sublimit for the issuance of letters of credit under the Revolving Credit Facility from $150.0 million to $325.0 million.
Additional Borrowings under Existing Stateline Term Loan
Subsequent to September 30, 2026, Stateline drew an additional $25.0 million under the Stateline Term Loan. The proceeds were used to fund growth-related capital expenditures.
Dividends
On October 27, 2026, the Company’s board of directors approved a quarterly cash dividend of $0.12 per share of Class A common stock, payable on December 18, 2026, to holders of record as of December 8, 2026. Additionally, a distribution of $0.12 per unit will be made to Solaris LLC unitholders, with the same payment and record dates.