Select Water Solutions Terminates Agreement, Incurs New Obligation

TL;DR

Select Water Solutions terminated a deal and took on new debt as of Jan 24.

AI Summary

Select Water Solutions, Inc. announced on January 24, 2025, the termination of a material definitive agreement and the creation of a direct financial obligation. The company, formerly known as Select Energy Services, Inc., filed this 8-K report on January 29, 2025, detailing these events.

Why It Matters

This filing indicates a significant change in Select Water Solutions' contractual and financial standing, potentially impacting its operational agreements and financial obligations.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and the creation of a new financial obligation suggest potential shifts in business strategy or financial health that warrant closer examination.

Key Players & Entities

• Select Water Solutions, Inc. (company) — Registrant
• Select Energy Services, Inc. (company) — Former Company Name
• January 24, 2025 (date) — Earliest event reported
• January 29, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ich registered Class A common stock, $0.01 par value WTTR New York Stock Exchang
• $300.0 million — reement"), which initially provides for $300.0 million in revolving commitments (the "Revolvin
• $250.0 million — s (the "Revolving Credit Facility") and $250.0 million in term commitments (the "Term Loan Fac
• $50.0 million — Credit Agreement also has a sublimit of $50.0 million for letters of credit and a sublimit of
• $30.0 million — for letters of credit and a sublimit of $30.0 million for swingline loans. Subject to obtaini
• $150.0 million — d senior secured credit facility by (i) $150.0 million for additional revolving commitments an
• $20 million — lving Credit Facility and approximately $20 million of letters of credit issued and outstan
• $219.0 million — under the Revolving Credit Facility was $219.0 million. The Borrowing Base is thereafter calcu
• $426.27 million — g Base under the Term Loan Facility was $426.27 million. The Term Advance Borrowing Base is the
• $27.0 million — (1) 20% of the Borrowing Limit and (2) $27.0 million. Additionally, the Credit Agreement gen
• $15.625 million — tize in quarterly installments equal to $15.625 million (subject to reduction of such amount on

Filing Documents

• tm254551d1_8k.htm (8-K) — 44KB
• tm254551d1_ex10-1.htm (EX-10.1) — 1134KB
• tm254551d1_ex99-1.htm (EX-99.1) — 22KB
• 0001104659-25-006825.txt ( ) — 1641KB
• wttr-20250124.xsd (EX-101.SCH) — 3KB
• wttr-20250124_lab.xml (EX-101.LAB) — 33KB
• wttr-20250124_pre.xml (EX-101.PRE) — 22KB
• tm254551d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 24, 2025 (the "Closing Date"), SES Holdings, LLC ("SES Holdings" or "Parent"), a subsidiary of Select Water Solutions, Inc. (NYSE: WTTR) (the "Company"), Select Water Solutions, LLC, a subsidiary of SES Holdings (the "Borrower"), Bank of America, N.A., as administrative agent, issuing lender and swingline lender (the "Administrative Agent"), and the other lenders party thereto, entered into that certain sustainability-linked senior secured credit facility (the "Credit Agreement"), which initially provides 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. The Credit Agreement also has a sublimit of $50.0 million for letters of credit and a sublimit of $30.0 million for swingline loans. Subject to obtaining commitments from existing or new lenders, the Borrower has the option to increase the maximum amount under the sustainability-linked senior secured credit facility by (i) $150.0 million for additional revolving commitments and (ii) $50.0 million for additional term commitments, in each case, during the first four years following the Closing Date. As of the Closing Date, (i) there were no borrowings outstanding under the Revolving Credit Facility and approximately $20 million of letters of credit issued and outstanding thereunder and (ii) the Term Loan Facility was fully funded. Capitalized terms used but not defined herein have the meaning ascribed to them in the Credit Agreement. The Borrowing Base for the Revolving Credit Facility is calculated as the sum of (i) 90% of the Eligible Investment Grade Billed Receivables, plus (ii) 85% of the Eligible Billed Receivables (other than Eligible Investment Grade Billed Receivables), plus (iii) the lesser of (a) 75% of the amount of Eligible Unbilled Receivables and (b) an amount equal to 40% of the Borrowing Base, plus

02 Termination

Item 1.02 Termination of a Material Definitive Agreement. In connection with the entry into the Credit Agreement, the obligations of SES Holdings and the Borrower under the Amended and Restated Credit Agreement, dated as of March 17, 2022, by and among the Borrower, SES Holdings, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto (the "Previous Credit Facility") have been repaid in full and the Previous Credit Facility was terminated on the Closing Date. Certain lenders party to the Previous Credit Facility and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business for which they have received and would receive customary compensation. In addition, in the ordinary course of their various business activities, such parties and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve the Company's securities and/or instruments. In addition, certain lenders party to the Previous Credit Facility are lenders under the Credit Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Previous Credit Facility, which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March 18, 2022 (File No. 001-38066) and incorporated into this Item 1.02 by reference.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On January 28, 2025, the Company issued a press release announcing the entry into the Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto. The information furnished with this report, including Exhibit 99.1, 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 it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1*# Credit Agreement, dated as of January 24, 2025, by and among Select Water Solutions, LLC, SES Holdings, LLC, Bank of America, N.A., as swingline lender, as issuing lender and as administrative agent, the other agents and the arrangers named therein, and the lenders from time to time party thereto. 99.1 Press Release, dated as of January 28, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. # Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the Securities and Exchange Commission, certain portions of this exhibit have been redacted because the Company customarily and actually treats such omitted information as private or confidential and because such omitted information is not material.

SIGNATURES

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. Dated: January 28, 2025 SELECT WATER SOLUTIONS, INC. By: /s/ Christina M. Ibrahim Christina M. Ibrahim Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR