Solaris Oilfield Infrastructure Enters Material Agreement

TL;DR

SOLO just signed a big deal, could be debt or something else.

AI Summary

On July 30, 2024, Solaris Oilfield Infrastructure, Inc. entered into a Material Definitive Agreement related to a direct financial obligation. The company, incorporated in Delaware, filed an 8-K report detailing this event.

Why It Matters

This filing indicates a significant financial commitment or obligation for Solaris Oilfield Infrastructure, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements often involves financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Solaris Oilfield Infrastructure, Inc. (company) — Registrant
• July 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 9651 Katy Freeway, Suite 300 Houston, Texas 77024 (address) — Principal executive address

FAQ

Key Financial Figures

• $0.01 — hich registered Class A Common Stock, $0.01 par value " SOI " New York Stock Ex
• $29,750,000 — n Seven Hundred Fifty Thousand Dollars ($29,750,000, the "Loan") to Mobile Energy Rentals L
• $60,000,000 — s of MER in exchange for an aggregate: $60,000,000, subject to certain adjustments; $140
• $140,000,000 — ,000, subject to certain adjustments; $140,000,000 in units of SOI LLC, calculated using t
• $8.50 — mmediately preceding signing (which was $8.50), and an equivalent number of shares of
• $0.00 — Company Class B common stock, par value $0.00 per share, subject to certain adjustmen

Filing Documents

• tm2420824d1_8k.htm (8-K) — 37KB
• tm2420824d1_ex10-1.htm (EX-10.1) — 17KB
• 0001104659-24-085856.txt ( ) — 233KB
• soi-20240730.xsd (EX-101.SCH) — 3KB
• soi-20240730_lab.xml (EX-101.LAB) — 33KB
• soi-20240730_pre.xml (EX-101.PRE) — 22KB
• tm2420824d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 30, 2024, Solaris Oilfield Infrastructure, LLC ("SOI LLC"), a wholly-owned subsidiary of Solaris Oilfield Infrastructure, Inc. ("SOI" or the "Company") entered into an agreement whereby SOI LLC loaned Twenty Nine Million Seven Hundred Fifty Thousand Dollars ($29,750,000, the "Loan") to Mobile Energy Rentals LLC ("MER") to fund certain progress payments owed to an equipment manufacturer for the purchase of power generation equipment pursuant to previously executed purchase orders (the "AFE Payments"). The funds that are the Pursuant to the Form 8-K filed by the Company on July 10, 2024, the Company has entered into a Contribution Agreement (the "Contribution Agreement") to purchase all of the issued and outstanding equity interests of MER in exchange for an aggregate: $60,000,000, subject to certain adjustments; $140,000,000 in units of SOI LLC, calculated using the 10-day volume-weighted average price of the shares of Company Class A common stock, par value $0.01 per share, as of the close of business on the trading day immediately preceding signing (which was $8.50), and an equivalent number of shares of Company Class B common stock, par value $0.00 per share, subject to certain adjustments. Pursuant to the Contribution Agreement, SOI LLC is responsible for reimbursing the principals of MER for the AFE Payments at closing. Assuming closing of the transactions contemplated by the Contribution Agreement, the Loan will be cancelled at closing and netted against payments otherwise due for the AFE Payments. The Loan is evidenced by a demand note bearing interest at 10% and attached hereto as Exhibit 10.1. The Loan is fully secured by substantially all of the assets of MER. If the Loan is not called, payment would be due on December 6, 2024.

03. Creation of a Direct Financial Obligation or an Obligation

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

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 management's 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 hereof. Solaris cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of 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 res

01

Item 9.01. (d) Exhibits Exhibit No. Exhibit Description 10.1 Secured Demand Note, dated July 30, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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. Date: August 5, 2024 SOLARIS OILFIELD INFRASTRUCTURE, INC. By: /s/ Cynthia M. Durrett Name: Cynthia M. Durrett Title: Chief Administrative Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR