Solaris Energy Infrastructure Enters Material Agreement
Ticker: SEI · Form: 8-K · Filed: Oct 8, 2025 · CIK: 1697500
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-securities
TL;DR
Solaris Energy Infrastructure just signed a big deal, creating a new financial obligation. Watch this space.
AI Summary
On October 6, 2025, Solaris Energy Infrastructure, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, formerly known as Solaris Oilfield Infrastructure, Inc., filed a Form 8-K to report this event. The filing also notes unregistered sales of equity securities and includes financial statements and exhibits.
Why It Matters
This filing indicates a significant new financial commitment or obligation for Solaris Energy Infrastructure, Inc., which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.
Key Numbers
- 20251006 — Report Date (The filing reports on events occurring on or before this date.)
Key Players & Entities
- Solaris Energy Infrastructure, Inc. (company) — Registrant
- Solaris Oilfield Infrastructure, Inc. (company) — Former company name
- October 6, 2025 (date) — Date of earliest event reported
- 001-38090 (other) — SEC File Number
FAQ
What is the nature of the material definitive agreement entered into by Solaris Energy Infrastructure, Inc. on October 6, 2025?
The filing states that Solaris Energy Infrastructure, Inc. entered into a material definitive agreement, which also resulted in the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details of the agreement are not provided in this summary section of the 8-K.
What does the 'Creation of a Direct Financial Obligation' item signify for Solaris Energy Infrastructure, Inc.?
This signifies that the company has undertaken a new financial commitment or debt, which will appear on its balance sheet, potentially impacting its leverage and financial flexibility.
Why was Solaris Energy Infrastructure, Inc. formerly known as Solaris Oilfield Infrastructure, Inc.?
The filing indicates a former company name of 'Solaris Oilfield Infrastructure, Inc.' with a date of name change on February 7, 2017, suggesting a rebranding or strategic shift.
What is the significance of the 'Unregistered Sales of Equity Securities' mentioned in the filing?
This indicates that the company has issued equity securities without registering them with the SEC, which typically occurs under specific exemptions and may have implications for existing shareholders and future registration requirements.
Where is Solaris Energy Infrastructure, Inc. headquartered?
Solaris Energy Infrastructure, Inc. is headquartered at 9651 Katy Freeway, Suite 300, Houston, TX 77024.
Filing Stats: 2,998 words · 12 min read · ~10 pages · Grade level 11.9 · Accepted 2025-10-08 17:02:33
Key Financial Figures
- $0.01 — Which Registered Class A Common Stock, $0.01 par value SEI New York Stock Exchan
- $650,000,000 — onnection with the issuance and sale of $650,000,000 aggregate principal amount of the Compa
- $97,500,000 — s are first issued, up to an additional $97,500,000 principal amount of Notes solely to cov
- $747,500,000 — On October 8, 2025, the Company issued $747,500,000 principal amount of its 0.25% Convertib
- $1,000 — the Company's class A common stock per $1,000 principal amount of Notes, which repres
- $57.20 — itial conversion price of approximately $57.20 per share of the Company's class A comm
- $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
- $50,000,000 — btedness for borrowed money of at least $50,000,000; (vii) the rendering of certain judgmen
- $88.00 — e Capped Call Transactions is initially $88.00 per share (subject to adjustment under
- $65.6 million — ped Call Transactions was approximately $65.6 million. The Capped Call Transactions are sep
Filing Documents
- d864723d8k.htm (8-K) — 51KB
- d864723dex11.htm (EX-1.1) — 193KB
- d864723dex12.htm (EX-1.2) — 154KB
- d864723dex42.htm (EX-4.2) — 567KB
- d864723dex51.htm (EX-5.1) — 13KB
- d864723dex52.htm (EX-5.2) — 11KB
- d864723dex101.htm (EX-10.1) — 243KB
- g864723g1008054640363.jpg (GRAPHIC) — 2KB
- g864723g1008054640503.jpg (GRAPHIC) — 2KB
- g864723g1008054640581.jpg (GRAPHIC) — 2KB
- g864723g1008054640644.jpg (GRAPHIC) — 2KB
- g864723g1008054640722.jpg (GRAPHIC) — 2KB
- g864723g1008054640800.jpg (GRAPHIC) — 2KB
- g864723g1008221728204.jpg (GRAPHIC) — 2KB
- g864723g1008221728407.jpg (GRAPHIC) — 1KB
- g864723g1008222100252.jpg (GRAPHIC) — 2KB
- 0001193125-25-234638.txt ( ) — 1638KB
- sei-20251006.xsd (EX-101.SCH) — 3KB
- sei-20251006_lab.xml (EX-101.LAB) — 18KB
- sei-20251006_pre.xml (EX-101.PRE) — 11KB
- d864723d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d)Exhibits Exhibit No. Description 1.1 # Underwriting Agreement, dated as of October 6, 2025, by and between Solaris Energy Infrastructure, Inc. and Morgan Stanley & Co. LLC, as representative of the underwriters named therein (Notes Offering). 1.2 # Underwriting Agreement, dated as of October 6, 2025, by and between Solaris Energy Infrastructure, Inc. and Morgan Stanley & Co. LLC, as underwriter (Concurrent Delta Offering). 4.1 Indenture, dated May 2, 2025, by and between Solaris Energy Infrastructure, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K (File No. 001-38090) filed with the U.S. Securities and Exchange Commission on May 2, 2025). 4.2 Second Supplemental Indenture, dated as of October 8, 2025, between Solaris Energy Infrastructure, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of 0.25% Convertible Senior Note Due 2031 (included as Exhibit A to Exhibit 4.2). 5.1 Opinion of Vinson & Elkins L.L.P. (Notes Offering). 5.2 Opinion of Vinson & Elkins L.L.P. (Concurrent Delta Offering). 10.1 Form of Capped Call Confirmation 23.1 Consent of Vinson & Elkins L.L.P. (Notes Offering) (included in Exhibit 5.1). 23.2 Consent of Vinson & Elkins L.L.P. (Concurrent Delta Offering) (included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within Inline XBRL document). # Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. 5
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. Date: October 8, 2025 By: /s/ Kyle S. Ramachandran Name: Kyle S. Ramachandran Title: President and Chief Financial Officer 6