Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when SEI files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsSolaris issues $1.3B senior notes, enters up to $650M revolver to refinance debt and fund growth
Filed May 12, 2026 · Period ending May 12, 2026 · ~1 min read
Key Changes
-
high
Issued $1.3B of 6.375% senior notes due 2031 at par, netting ~$1.28B after fees; used proceeds to repay existing debt and plans to fund growth capex with remainder.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Entered up to $650M revolving credit facility (expandable to $850M) with MUFG Bank at Term SOFR plus 2.50%-3.50% margin; secured by substantially all assets.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Terminated $500M Goldman Sachs term loan and $148.6M Stonebriar facility with no penalty on the former; paid $5.9M prepayment fee on the latter.
Item 1.02 — Termination of a Material Definitive Agreement verify on EDGAR → -
medium
New credit facility imposes quarterly covenants: total net leverage ≤5.25x EBITDA (5.50x post-acquisition), secured leverage ≤3.50x, interest coverage ≥3.00x, tested starting Sept 2026.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Notes redeemable at declining premiums: up to 40% via equity proceeds at 106.375% before May 2028; any amount at 103.188% in 2028, 101.594% in 2029, par from 2030.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Solaris Energy Infrastructure completed a comprehensive refinancing, issuing $1.3 billion of 6.375% senior notes due 2031 and entering a $650 million revolving credit facility with MUFG Bank.
The company used the proceeds to terminate two existing term loan facilities totaling up to $648.6 million—a $500 million Goldman Sachs facility (no penalty) and a $148.6 million Stonebriar facility (incurring a $5.9 million prepayment fee). The remaining proceeds will fund general corporate purposes including growth capital expenditures.
The new capital structure provides greater flexibility: the revolver can expand to $850 million and bears interest at Term SOFR plus 2.50%-3.50% depending on leverage. The notes are callable at declining premiums starting in 2028 and include standard change-of-control protection at 101% of par. The credit facility imposes three quarterly financial covenants starting September 2026: total net leverage capped at 5.25x EBITDA (5.50x following material acquisitions), secured leverage at 3.50x, and interest coverage of at least 3.00x. For equity holders, the refinancing extends maturities and consolidates debt under more flexible terms, though the 6.375% coupon and covenant package reflect the company's leverage profile. The $5.9 million prepayment fee on the Stonebriar facility is a modest one-time cost to achieve the refinancing. Watch for the company's ability to maintain covenant compliance as it deploys growth capital and for any updates on the use of the new revolver capacity.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 12, 2026, the Company and the Issuer, as borrower, entered into a credit agreement (the “Credit Agreement”) with MUFG Bank, Ltd., as administrative agent, CSC Delaware Trust Company, as collateral agent, and the lenders party thereto. Pursuant to the Credit Agreement, the lenders agree to provide the Issuer a revolving credit facility of up to $650.0 million, including a sublimit for the issuance of letters of credit in an amount up to $150.0 million (such revolving credit facility, the “Revolving Credit Facility”). At the Issuer’s option, and subject to the satisfaction of certain conditions precedent, the Revolving Credit Facility may be increased by up to $200.0 million.
Solaris entered into a new $650 million revolving credit facility with MUFG Bank as administrative agent, which includes a $150 million letter of credit sublimit and can be expanded by up to $200 million. The facility bears interest at Term SOFR or Base Rate plus an applicable margin ranging from 2.50% to 3.50% depending on the company's leverage ratio. The facility is secured by substantially all assets of the issuer and guarantors and ranks senior to the company's convertible notes.
Added in current filing · verify on EDGAR →
If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Issuer will be required to offer to repurchase all or any part of the outstanding Notes in cash at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase.
The notes include standard change of control protection requiring Solaris to offer to repurchase the notes at 101% of par plus accrued interest if a change of control triggering event occurs. This provision protects noteholders by allowing them to exit at a modest premium if the company is acquired or undergoes a fundamental ownership change.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Solaris terminated two term loan facilities totaling up to $648.6M, paying off all obligations with no penalty on the $500M facility and $5.9M prepayment fee on the $148.6M facility.
Added in current filing · verify on EDGAR →
On May 12, 2026, substantially concurrently with the closing of the Offering and the Credit Agreement, the Issuer terminated that certain Senior Secured Term Loan Agreement, dated as of March 16, 2026 (as amended by that certain Amendment No. 1 to Senior Secured Term Loan Agreement, dated as of April 8, 2026, and as otherwise amended, supplemented, or modified, the “Term Loan Agreement”), by and among the Issuer, as borrower, the Company and certain of its subsidiaries, Goldman Sachs Bank USA, as administrative agent and collateral agent, and the lenders party thereto. The Term Loan Agreement provided a term loan facility with an aggregate principal amount of $500.0 million.
Solaris terminated its $500 million term loan facility with Goldman Sachs Bank USA, paying off all outstanding obligations and releasing all liens and security interests. The termination occurred concurrently with the closing of a new offering and credit agreement. No early termination penalties were incurred.
Added in current filing · verify on EDGAR →
In connection with the termination of the Stonebriar Term Loan, Buyer paid all obligations outstanding thereunder, including applicable prepayment fees of approximately $5.9 million, and all liens and security interests granted to the agent and the lenders thereunder were released.
The termination of the Stonebriar facility required payment of approximately $5.9 million in prepayment fees, representing a cost to exit this debt facility early. This contrasts with the Goldman Sachs facility termination, which incurred no early termination penalties.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 14, 2026 · How we verify