Solaris Oilfield Files DEFA14A for Proxy Solicitation

Ticker: SEI · Form: DEFA14A · Filed: Jul 10, 2024 · CIK: 1697500

Sentiment: neutral

Topics: proxy-solicitation, sec-filing, corporate-action

TL;DR

SOL: DEFA14A filed, likely proxy materials for a deal. Watch closely.

AI Summary

Solaris Oilfield Infrastructure, Inc. filed a DEFA14A on July 10, 2024, related to a Form 8-K filed on July 9, 2024. This filing is soliciting material under Rule 14a-12 of the Exchange Act, indicating it's related to proxy solicitations or communications made in connection with a merger or acquisition.

Why It Matters

This filing is important for shareholders as it pertains to communications related to potential corporate actions, such as mergers or acquisitions, which could significantly impact the company's future and stock value.

Risk Assessment

Risk Level: medium — DEFA14A filings often precede significant corporate events like mergers or acquisitions, which carry inherent risks and uncertainties for investors.

Key Players & Entities

FAQ

What is the primary purpose of this DEFA14A filing?

The DEFA14A filing is intended to simultaneously satisfy the filing obligation under Rule 14a-12 of the Exchange Act, indicating it contains soliciting material.

When was the earliest event reported in connection with this filing?

The earliest event reported was on July 9, 2024.

What is the company's principal executive office address?

The address is 9651 Katy Freeway, Suite 300, Houston, Texas 77024.

What is the company's IRS Employer Identification Number?

The IRS Employer Identification Number is 81-5223109.

Under which section of the Securities Exchange Act of 1934 is this report filed?

This report is filed pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934.

Filing Stats: 4,490 words · 18 min read · ~15 pages · Grade level 12.1 · Accepted 2024-07-09 21:22:02

Key Financial Figures

Filing Documents

Forward Looking Statements

Forward Looking Statements The information included herein and in any oral statements made in connection herewith include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included herein, regarding Solaris proposed transaction with the equityholders of MER, Solaris ability to consummate the transaction, the benefits of the transaction and Solaris future financial performance following the transaction, as well as Solaris strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used herein, including any oral statements made in connection herewith, the words could, should, will, may, believe, anticipate, intend, estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on managements current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Solaris disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the which are beyond the control of Solaris. These risks include, but are not limited to, Solaris business strategy, its industry, its future profitability, the various risks and uncertainties associated with the extraordinary market environment and impacts resulting from the volatility i

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 2.1# Contribution Agreement, dated July 9, 2024, by and between Solaris Oilfield Infrastructure, Inc., Solaris Oilfield Infrastructure, LLC, John A. Johnson, John Tuma, J Turbines, Inc. and KTR Management Company, LLC. 99.1 Press Release, dated July 9, 2024. 99.2 Investor Presentation, dated July 9, 2024. 99.3 Employee Communication, dated July 9, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

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. SOLARIS OILFIELD INFRASTRUCTURE, INC. By: /s/ Kyle S. Ramachandran Kyle S. Ramachandran President and Chief Financial Officer Date: July 9, 2024 Exhibit 2.1 CONTRIBUTION AGREEMENT by and among SOLARIS OILFIELD INFRASTRUCTURE, INC., as Acquiror Parent, Solaris Oilfield Infrastructure, LLC, as Acquiror, J TURBINES, INC. AND KTR MANAGEMENT COMPANY, LLC, together, as Contributors, and JOHN A. JOHNSON AND JOHN TUMA, together, as Contributor Owners dated July 9, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATIONS 1 1.1 Definitions 1 1.2 Interpretations 1 ARTICLE II CONTRIBUTION OF COMPANY INTERESTS; CLOSING 2 2.1 Contribution of Company Interests 2 2.2 Closing 3 2.3 Other Deliveries and Actions at Closing 3 2.4 Withholding Taxes 5 2.5 Agreed Tax Treatment and Tax Allocation 6 ARTICLE III CASH CONSIDERATION ADJUSTMENT 7 3.1 Estimated Cash Consideration 7 3.2 Payment of Escrow Amount 8 3.3 Final Cash Consideration Determination 8 3.4 Closing Cash Consideration Adjustments 10 ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRIBUTOR PARTIES 10 4.1 Organization; Qualification 10 4.2 Authority; Enforceability 11 4.3 Non-Contravention 11 4.4 Consents and Approvals 12 4.5 Legal Proceedings; Orders 12 4.6 Brokers Fee; Expenses 12 4.7 12 4.8 Investment Representation 13 4.9 Restrictions on Transfer or Sale of Securities 14 4.10 Independent Investigation 14 4.11 No Review 15 ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 15 5.1 Organization; Qualification 15 5.2 Non-Contravention 15 5.3 Consents and Approvals 16 i 5.4 Capitalization 16 5.5 No

Financial Statements; Accountants

Financial Statements; Accountants 20 5.10 Absence of Certain Changes 22 5.11 Environmental Matters 22 5.12 Material Contracts 23 5.13 Legal Proceedings; Orders 25 5.14 Permits 25 5.15 Taxes 26 5.16 Employee Benefits 27 5.17 Labor Matters 28 5.18 Affiliate Transactions 29 5.19 Insurance Coverage 29 5.20 Intellectual Property 30 5.21 Customers and Suppliers 30 5.22 Warranties 31 5.23 Inventories 31 5.24 Accounts and Notes Receivable and Payable 32 5.25 Indebtedness 32 5.26 Brokers Fees; Expenses 32 5.27 Books and Records 32 5.28 Assets Necessary to the Company Business 32 5.29 Banks 33 5.30 Anti-Corruption 33 5.31 Government Contracts 33 5.32 No Foreign Operations 33 5.33 No Bankruptcy 33 5.34 Exclusivity of Representations; Non-Reliance 33 ii ARTICLE VI REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARENT AND ACQUIROR 34 6.1 Organization; Qualification 34 6.2 Authority; Enforceability 35 6.3 Non-Contravention 35 6.4 Governmental Approvals 35 6.5 Capitalization 36 6.6 Acquiror Parent SEC Reports 37 6.7

Financial Statements

Financial Statements 38 6.8 Absence of Certain Changes 39 6.9 Compliance with Law 39 6.10 Taxes 40 6.11 Anti-Corruption Compliance 41 6.12 Sufficiency of Funds 41 6.13 Legal Proceeding; Orders 42 6.14 Brokers Fee 42 6.15 Independent Investigation 42 6.16 Voting Matters 43 6.17 No Bankruptcy 43 6.18 Exclusivity of Representations; Non-Reliance 43 ARTICLE VII COVENANTS OF THE PARTIES 44 7.1 Conduct of the Companys Business 44 7.2 Conduct of Acquiror Parents Business 46 7.3 Proxy Statement; Special Meeting 47 7.4 Access to Information 49 7.5 Governmental Approvals 50 7.6 Expenses 51 7.7 Further Assurances 52 7.8 Wrong Pockets 52 7.9 Public Statements 52 7.10 Confidentiality; Non-Competition; Non-Solicitation 53 7.11 Financing Cooperation 55 7.12 Charter Provisions Regarding Indemnification 57 7.13 Tax Matters 58 7.14 Required Financial Statements 61 7.15 Financial Statement Cooperation 61 iii 7.16 Lock-Up 62 7.17 Removal of Legend 62 7.18 NYSE Listing 63 7.19 Registration Rights 63 7.20 Takeover Laws 63 7.21 Confidentiality Agreement 63 7.22 Notification of Certain Matters 64 7.23 Certificates of Title 64 7.24 Affiliate Transactions 64 ARTICLE VIII CONDITIONS TO CLOSING 64 8.1 Conditions to Obligations of Each Party 64 8.2 Conditions to Obligations of Acquiror Parent and Acquiror 65 8.3 Conditions to Obligations of Contributor Parties 66 ARTICLE IX TERMINATION RIGHTS 66 9.1 Termination Rights 66 9.2 Effect of Termination 68 ARTICLE X INDEMNIFICATION 68 10.1 Indemnification by the Contributor Parties 68 10.2 Indemnification by Acquiror Parent 69 10.3 Limitations and Other Indemnity Claim Matters 70 10.4 Indemnification Procedures 72 10.5 Sources of Recovery 74 10.6 Indemnity Equity Offset Procedures 74 10.7 Release of Ind

View Full Filing

View this DEFA14A filing on SEC EDGAR

View on Read The Filing