Solaris Energy Infrastructure, Inc. 8-K

What Happened

• Solaris Energy Infrastructure, Inc. (through subsidiary Solaris Energy Infrastructure, LLC) announced on May 12, 2026 that it issued $1.3 billion aggregate principal of 6.375% Senior Notes due May 15, 2031 in a Rule 144A/Reg S private placement. The Notes were issued at par for net proceeds of approximately $1,276.1 million.
• On the same date the company entered a new credit agreement providing a $650.0 million revolving credit facility (with a $150.0 million letter-of-credit sublimit and an accordion to increase by up to $200.0 million). Proceeds from the Notes and revolver were used to repay existing borrowings and for general corporate purposes.
• Concurrently, the issuer terminated earlier term loan facilities: a $500.0 million Senior Secured Term Loan (dated March 16, 2026) and the Stonebriar term loan (~$148.6 million). All amounts under those facilities were paid off and liens released; the Stonebriar payoff included prepayment fees of approximately $5.9 million.

Key Details

• Notes: $1.3B principal, 6.375% coupon, mature May 15, 2031; interest paid semiannually May 15 and Nov 15 (first payment Nov 15, 2026). Notes are senior unsecured and unconditionally guaranteed by the parent and certain subsidiaries.
• Revolving Credit Facility: $650M capacity, $150M LC sublimit, optional $200M increase; commitment fee 0.50% on unused capacity. Pricing spreads over Term SOFR or Base Rate vary by leverage (Term SOFR spreads 2.50%–3.50%; Base Rate spreads 1.50%–2.50%).
• Financial covenants: consolidated net leverage ratio ≤5.25x (5.50x temporary relief after certain acquisitions), secured net leverage ≤3.50x, and EBITDA-to-cash-interest coverage ≥3.00x; covenant testing begins with quarter ending Sept 30, 2026.
• Security and ranking: revolver obligations are guaranteed by certain restricted subsidiaries and secured by first-priority liens on substantially all assets (subject to exceptions); the Notes and guarantees rank senior to the company’s convertible notes and related intercompany convertible notes.

Why It Matters

• Liquidity and refinancing: the transaction provides the company with substantial liquidity—$1.3B of long-term unsecured debt and a $650M secured revolver—while eliminating recently-arranged term loans, which simplifies the capital structure and extends debt maturities.
• Cost and covenants: investors should note the 6.375% coupon on the new notes (fixed interest cost) and that the revolver pricing will vary with leverage; the new revolver is secured and contains leverage and coverage covenants that the company must meet starting Sept 30, 2026.
• Credit ranking and protections: the revolver’s first-priority lien gives secured lenders priority over unsecured creditors to the extent of collateral, while the new notes are senior unsecured and include customary covenants, redemption rights (including change-of-control repurchase at 101%), and default provisions that could accelerate repayment if triggered.