Solaris Energy prices upsized $650M convertible senior notes offering

Solaris Energy (SEI) Infrastructure announced the pricing of its public offering of $650,000,000 aggregate principal amount of 0.25% convertible senior notes due 2031. The offering size was increased from the previously announced offering size of $600,000,000 aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on October 8, 2025, subject to customary closing conditions. Solaris also granted the underwriters of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $97,500,000 principal amount of notes solely to cover over-allotments. Solaris estimates that the net proceeds from the offering will be approximately $634.4 million (or approximately $729.7 million if the underwriters fully exercise their option to purchase additional notes), after deducting the underwriting discounts and commissions and Solaris’s estimated offering expenses. Solaris intends to use approximately $57.0 million (or approximately $65.6 million if the underwriters fully exercise their option to purchase additional notes) of the net proceeds to fund the cost of entering into the capped call transactions. Solaris expects to use the remainder of the net proceeds to purchase from Solaris Energy Infrastructure, its operating subsidiary, a subordinated convertible note to be issued by Solaris LLC with substantially similar economic terms as the notes. Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Santander US Capital Markets LLC are acting as the book-running managers for the offering. J. Wood Capital Advisors is acting as Solaris’s financial advisor for the offering.