Solaris Energy Infrastructure, Inc. filed a Form 8-K on September 23, 2026, disclosing that its subsidiary entered into a purchase agreement on September 22, 2026, to sell $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032 in a private placement.

Key Highlights

  • Offering size upsized: The aggregate principal amount was increased to $1.25 billion from an original offering size of $1.0 billion.
  • Interest rate and maturity: The Notes carry a 7.000% interest rate and will mature on April 1, 2032.
  • Net proceeds: The Notes will be issued at par for total net proceeds of approximately $1,227.2 million, after deducting the Initial Purchasers' discount and estimated offering expenses.
  • Expected closing: The closing of the issuance is expected to occur on October 1, 2026, subject to customary closing conditions.
  • Use of proceeds: The Issuer intends to use net proceeds for general corporate purposes, growth capital expenditures, and to pay fees and expenses related to the Offering.
  • Placement structure: The Offering was conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

Solaris Energy Infrastructure Subsidiary Prices Upsized Senior Notes Private Placement

According to the filing, Solaris Energy Infrastructure, Inc. (NYSE:SEI), acting through its subsidiary Solaris Energy Infrastructure, LLC as the issuer, entered into a purchase agreement on September 22, 2026, with MUFG Securities Americas Inc. as representative of the several initial purchasers. The agreement covers the sale of $1.25 billion aggregate principal amount of 7.000% Senior Notes due 2032. The subsidiary guarantors named in the agreement also are parties to the purchase agreement.

The filing disclosed that the offering was upsized to $1.25 billion in aggregate principal amount from the original offering size of $1.0 billion. The Notes will be issued at par, with total net proceeds of approximately $1,227.2 million after deducting the Initial Purchasers' discount and estimated offering expenses. The Notes are scheduled to mature on April 1, 2032, and the closing is expected on October 1, 2026, subject to customary closing conditions. The private placement was conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

The filing stated that the Issuer intends to use the net proceeds for general corporate purposes, growth capital expenditures, and to pay fees and expenses related to the Offering. The purchase agreement, according to the filing, "contains customary representations, warranties and agreements of the Company, the Issuer and the Subsidiary Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions." The company also disclosed that a press release announcing the pricing of the Notes was issued on September 22, 2026, and was attached as an exhibit to the filing.

What Was Disclosed

Solaris Energy Infrastructure, Inc. disclosed the entry into a purchase agreement for a private placement of $1.25 billion of 7.000% Senior Notes due April 1, 2032, upsized from $1.0 billion, with net proceeds of approximately $1,227.2 million expected to close October 1, 2026.