Solaris Energy Infrastructure Files 8-K with Major Updates
Ticker: SEI · Form: 8-K · Filed: Sep 17, 2024 · CIK: 1697500
Sentiment: neutral
Topics: material-agreement, acquisition, financial-obligation, corporate-change
TL;DR
Solaris Energy Infrastructure just filed an 8-K detailing a material agreement, acquisition, new debt, and corporate changes. Big moves happening.
AI Summary
On September 11, 2024, Solaris Energy Infrastructure, Inc. entered into a material definitive agreement and completed an acquisition. The company also created a direct financial obligation and an obligation under an off-balance sheet arrangement. Additionally, Solaris Energy Infrastructure, Inc. filed an amendment to its articles of incorporation or bylaws and a change in its fiscal year.
Why It Matters
This 8-K filing indicates significant corporate actions by Solaris Energy Infrastructure, Inc., including acquisitions and financial obligations, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements, acquisitions, and new financial obligations, which inherently carry risks that could affect the company's financial health and stock performance.
Key Players & Entities
- Solaris Energy Infrastructure, Inc. (company) — Registrant
- 0001697500 (company) — Central Index Key
- September 11, 2024 (date) — Earliest event reported
- 20240917 (date) — Filing date
FAQ
What specific material definitive agreement did Solaris Energy Infrastructure, Inc. enter into?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this summary.
What was the nature of the acquisition completed by Solaris Energy Infrastructure, Inc. on September 11, 2024?
The filing confirms the completion of an acquisition of assets, but the specifics of the assets or the counterparty are not detailed here.
What type of direct financial obligation was created by Solaris Energy Infrastructure, Inc.?
The filing states the creation of a direct financial obligation, but the exact nature and amount of this obligation are not specified in this summary.
What changes were made to Solaris Energy Infrastructure, Inc.'s articles of incorporation or bylaws?
The filing mentions amendments to articles of incorporation or bylaws, but the specific changes are not detailed in this summary.
When is Solaris Energy Infrastructure, Inc.'s fiscal year end?
Solaris Energy Infrastructure, Inc.'s fiscal year ends on December 31st.
Filing Stats: 2,851 words · 11 min read · ~10 pages · Grade level 11.4 · Accepted 2024-09-17 16:47:01
Key Financial Figures
- $0.01 — which registered Class A Common Stock, $0.01 par value " SEI " New York Stock Ex
- $0.00 — ares of Class B common stock, par value $0.00 per share ("Class B Common Stock"), for
- $325 million — aggregate original principal amount of $325 million. Solaris used a portion of the proceeds
- $60,000,000 — ntribution consisted of: approximately $60,000,000 of base cash consideration, adjusted fo
- $140,000,000 — is LLC Units"), representing a value of $140,000,000, calculated using the 10-day volume wei
- $8.503 — unded to three decimal place (which was $8.503), and an equal number of Class B Common
- $71,000,000 — Stock; and the payoff of approximately $71,000,000 of indebtedness owed to the Contributor
Filing Documents
- d896105d8k.htm (8-K) — 53KB
- d896105dex31.htm (EX-3.1) — 8KB
- d896105dex32.htm (EX-3.2) — 5KB
- d896105dex101.htm (EX-10.1) — 14KB
- d896105dex102.htm (EX-10.2) — 14KB
- d896105dex103.htm (EX-10.3) — 11KB
- d896105dex104.htm (EX-10.4) — 541KB
- d896105dex991.htm (EX-99.1) — 5KB
- 0001193125-24-220668.txt ( ) — 936KB
- sei-20240911.xsd (EX-101.SCH) — 2KB
- sei-20240911_lab.xml (EX-101.LAB) — 18KB
- sei-20240911_pre.xml (EX-101.PRE) — 11KB
- d896105d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (a)
Financial Statements of Business Acquired
Financial Statements of Business Acquired To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit No. Exhibit Description 3.1 Second Amendment to the Amended and Restated Certificate of Incorporation of Solaris. 3.2 Amendment to the Amended and Restated Bylaws of Solaris. 10.1 Lock-Up Agreement, dated September 11, 2024, by and between Sean G. Johnson and Solaris. 10.2 Lock-Up Agreement, dated September 11, 2024, by and between C. Ross Bartley and Solaris. 10.3 First Amendment to the Second Amended & Restated Limited Liability Company Agreement of Solaris LLC. 10.4# Senior Secured Term Loan Agreement, dated as of September 11, 2024, by and among Solaris Energy Infrastructure, LLC, as Borrower, Solaris Energy Infrastructure, Inc., as Parent, the other Obligors party thereto, the Lenders party thereto and Banco Santander, S.A. New York Branch, as Administrative Agent. 99.1 Press Release, dated September 11, 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 U.S. 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 ENERGY INFRASTRUCTURE, INC. By: /s/ Kyle S. Ramachandran Kyle S. Ramachandran President and Chief Financial Officer Date: September 17, 2024