Solaris Energy Infrastructure, Inc. 8-K

What Happened

• On March 16, 2026 Solaris Energy Infrastructure, Inc. (the Company) closed the acquisition of Focus Genco Cayman Ltd. (Genco) through its subsidiary Project G Buyer, LLC. The Buyer paid 4,182,772 shares of Solaris common stock plus approximately $81 million in cash (subject to customary post-closing adjustments). The sellers received registration rights and are subject to a 90‑day lockup.
• To fund and support its operations after the acquisition, the Company and certain subsidiaries entered a $300 million senior secured Term Loan Agreement with Goldman Sachs Bank USA (admin agent) on March 16, 2026. Separately, the Buyer obtained a $148.61 million equipment-backed term loan from Stonebriar/eldridge to finance the purchase of specified equipment. Concurrently the Company terminated its prior ABL facility with Bank of America and assumed a Turbine Purchase Agreement enabling Solaris Power to acquire 30 gas turbine delivery slots (~500 MW expected capacity between early 2027 and 2029).

Key Details

• Purchase consideration: 4,182,772 shares of Class A common stock + ~ $81 million cash (subject to post-closing adjustments). Sellers have registration rights and a 90‑day transfer lockup.
• $300 million Term Loan (Goldman Sachs): interest at Term SOFR + 3.00% or Base Rate + 2.00%; maturity March 15, 2027; collateral: substantially all assets pledged; financial covenants include: consolidated EBITDA/interest ≥ 3.00x, consolidated net debt/EBITDA ≤ 5.25x (5.50x for first four quarters), consolidated net secured debt/EBITDA ≤ 3.50x, and minimum unrestricted cash ≥ $50 million.
• Stonebriar equipment loan: $148.61 million term loan maturing April 1, 2032, secured by the Buyer’s equipment and related contracts; OpCo guarantees the loan.
• Capital structure actions: prior ABL (Bank of America) was terminated and all liens released; Solaris Power assumed Colusa’s Turbine Purchase Agreement to acquire 30 turbine slots, expected to add ~500 MW capacity 2027–2029.

Why It Matters

• Growth and assets: The Genco acquisition and the assumed turbine delivery slots increase Solaris’s generation assets and capacity pipeline, positioning the company to add ~500 MW between 2027–2029 and bringing leased turbine units into the consolidated structure.
• Financing and near-term liquidity focus: The company raised significant new debt ($300M Term Loan + $148.61M equipment loan) and pledged substantially all assets as collateral. The Term Loan’s short maturity (March 15, 2027) and financial covenants (including a $50M minimum cash requirement) make near‑term liquidity and covenant compliance important for investors to monitor.
• Shareholder impact: The transaction included issuance of 4,182,772 shares of common stock, which is dilutive in absolute share terms; sellers received registration rights, although a 90‑day lockup limits immediate resale.
• Risk profile: Loans include customary default and acceleration provisions and indemnities by the sellers for certain breaches; investors should watch upcoming filings (pro forma financials and financial statements of the acquired business) for the impact on leverage, earnings and cash flow.

(Filed on Form 8-K March 20, 2026; transaction and financings closed March 16, 2026.)