SEC Form FWP filed by Solaris Energy Infrastructure Inc.
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-286868
Relating to the
Preliminary Prospectus Supplement
Dated April 30, 2025
(To Prospectus Dated April 30, 2025)
PRICING TERM SHEET
April 30, 2025
Solaris Energy Infrastructure, Inc.
Offering of
$135,000,000 Aggregate Principal Amount of
4.75% Convertible Senior Notes due 2030
The information in this pricing term sheet supplements Solaris Energy Infrastructure, Inc.’s preliminary prospectus supplement, dated April 30, 2025 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the Preliminary Prospectus Supplement. As used in this pricing term sheet, “we,” “our” and “us” refer to Solaris Energy Infrastructure, Inc. and not to its subsidiaries.
| Issuer | Solaris Energy Infrastructure, Inc. | |
| Ticker / Exchange for Class A Common Stock | SEI / New York Stock Exchange (“NYSE”). | |
| Trade Date | May 1, 2025. | |
| Notes | 4.75% convertible senior notes due 2030 (the “Notes”). | |
| Principal Amount | $135,000,000 (or, if the underwriters fully exercise their option to purchase additional Notes, $155,000,000) aggregate principal amount of Notes. | |
| Public Offering Price | 100% of the principal amount of the Notes, plus accrued interest, if any, from the Settlement Date. | |
| Underwriting Discount | 3.00%. | |
| Maturity | May 1, 2030, unless earlier repurchased, redeemed or converted. | |
| Stated Interest Rate | 4.75% per annum. | |
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| Interest Payment Dates | May 1 and November 1 of each year, beginning on November 1, 2025. | |
| Record Dates | April 15 and October 15. | |
| Last Reported Sale Price per Share of Class A Common Stock on NYSE on April 30, 2025 | $21.14. | |
| Conversion Premium | Approximately 35.0% above the Public Offering Price per Share of Class A Common Stock in the Concurrent Delta Offering (as defined below). | |
| Public Offering Price per Share of Class Common Stock in the Concurrent Delta Offering | $19.55 per share of Class A common stock. | |
| Initial Conversion Price |
Approximately $26.39 per share of our Class A common stock. | |
| Initial Conversion Rate |
37.8896 shares of our Class A common stock per $1,000 principal amount of Notes. | |
| Optional Redemption |
The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after May 1, 2028 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice. However, we may not redeem less than all of the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time we send the related redemption notice. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. See “Description of Notes—Optional Redemption” in the Preliminary Prospectus Supplement. | |
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| Use of Proceeds | We estimate that the net proceeds to us from this offering will be approximately $129.0 million (or approximately $148.4 million if the underwriters fully exercise their option to purchase additional Notes), after deducting the underwriting discounts and commissions and our estimated offering expenses. We expect to use the net proceeds to purchase from Solaris LLC, our operating subsidiary, a subordinated convertible note to be issued by Solaris LLC with substantially similar economic terms as the Notes, and Solaris LLC expects to use such net proceeds to fund growth capital for additional power generation equipment, including new natural gas turbines and complementary “balance of plant” electrical equipment, to support customer activity. See “Use of Proceeds” in the Preliminary Prospectus Supplement. | |
| Concurrent Delta Offering | Concurrently with this offering, Morgan Stanley & Co. LLC and Santander US Capital Markets LLC, each acting severally on behalf of itself and/or its affiliates (in such capacity, the “delta offering underwriters”), are offering, in a separate, underwritten public offering pursuant to a prospectus supplement that we have filed with the Securities and Exchange Commission, 1,193,521 shares of our Class A common stock at a public offering price of $19.55 per share, to facilitate hedging transactions by certain investors (the “convertible arbitrage investors”) subscribing for the Notes. The number of shares of our Class A common stock subject to the Concurrent Delta Offering is expected to generally correspond to the initial short positions of convertible arbitrage investors being established to hedge their market risk with respect to the Notes they acquire. We have been advised that the shares sold by the delta offering underwriters in the Concurrent Delta Offering will be borrowed from third parties, and will be: (x) purchased by a delta offering underwriter from certain convertible arbitrage investors who have sold them short to such delta offering underwriter in connection with the offering of the Notes, and/or (y) sold short by the delta offering underwriters to facilitate concurrent privately negotiated transactions between one of the delta offering underwriters with certain convertible arbitrage investors seeking a short exposure to our Class A common stock through a derivative, in an equal notional amount. No new shares of our Class A common stock will be issued for the Concurrent Delta Offering. The Concurrent Delta Offering and the offering of the Notes are contingent upon one another. We will not receive any proceeds from the Concurrent Delta Offering. | |
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| Book-Running Managers | Morgan Stanley & Co. LLC Santander US Capital Markets LLC | |
| CUSIP / ISIN Numbers | 83419X AA6 / US83419XAA63. | |
| Increase to Conversion Rate in Connection with a Make-Whole Fundamental Change | If a make-whole fundamental change occurs with respect to any Note and the conversion date for the conversion of such Note occurs during the related make-whole fundamental change conversion period, then, subject to the provisions described in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate in Connection with a Make-Whole Fundamental Change,” the conversion rate applicable to such conversion will be increased by a number of shares set forth in the table below corresponding (after interpolation, as described below) to the make-whole fundamental change effective date and the stock price of such make-whole fundamental change: | |
| Stock Price | ||||||||||||||||||||||||||||||||||||||||||||||||
| Make-Whole |
$19.55 | $23.00 | $25.00 | $26.39 | $30.00 | $34.31 | $40.00 | $50.00 | $60.00 | $75.00 | $100.00 | $125.00 | ||||||||||||||||||||||||||||||||||||
| May 2, 2025 |
13.2612 | 9.8335 | 8.3764 | 7.5279 | 5.7917 | 4.3340 | 3.0400 | 1.7092 | 0.9845 | 0.4173 | 0.0612 | 0.0000 | ||||||||||||||||||||||||||||||||||||
| May 1, 2026 |
13.2612 | 9.7917 | 8.2408 | 7.3460 | 5.5407 | 4.0595 | 2.7810 | 1.5144 | 0.8518 | 0.3485 | 0.0362 | 0.0000 | ||||||||||||||||||||||||||||||||||||
| May 1, 2027 |
13.2612 | 9.3839 | 7.7456 | 6.8139 | 4.9737 | 3.5173 | 2.3145 | 1.1918 | 0.6407 | 0.2439 | 0.0166 | 0.0000 | ||||||||||||||||||||||||||||||||||||
| May 1, 2028 |
13.2612 | 8.6696 | 6.9144 | 5.9409 | 4.0880 | 2.7150 | 1.6700 | 0.7922 | 0.4012 | 0.1344 | 0.0003 | 0.0000 | ||||||||||||||||||||||||||||||||||||
| May 1, 2029 |
13.2612 | 7.4078 | 5.4564 | 4.4290 | 2.6397 | 1.5165 | 0.8210 | 0.3572 | 0.1768 | 0.0527 | 0.0000 | 0.0000 | ||||||||||||||||||||||||||||||||||||
| May 1, 2030 |
13.2612 | 5.5886 | 2.1104 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | ||||||||||||||||||||||||||||||||||||
If such make-whole fundamental change effective date or stock price is not set forth in the table above, then:
| • | if such stock price is between two stock prices in the table above or the make-whole fundamental change effective date is between two dates in the table above, then the number of additional shares will be determined by straight-line interpolation between the numbers of additional shares set forth for the higher and lower stock prices in the table above or the earlier and later dates in the table above, based on a 365- or 366-day year, as applicable; and |
| • | if the stock price is greater than $125.00 (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above are adjusted, as described in the Preliminary Prospectus Supplement under the caption “Description of Notes— |
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| Conversion Rights—Increase in Conversion Rate in Connection with a Make-Whole Fundamental Change—Adjustment of Stock Prices and Number of Additional Shares”), or less than $19.55 (subject to adjustment in the same manner), per share, then no additional shares will be added to the conversion rate. |
Notwithstanding anything to the contrary, in no event will the conversion rate be increased to an amount that exceeds 51.1508 shares of our Class A common stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events for which, the conversion rate is required to be adjusted pursuant to the provisions described in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Conversion Rate Adjustments—Generally.”
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We have filed a registration statement (including a prospectus) and the Preliminary Prospectus Supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus Supplement (or, when available, the final prospectus supplement) and the accompanying prospectus upon request to: Morgan Stanley, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department and Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at [email protected] or by telephone at 833-818-1602.
The information in this pricing term sheet is not a complete description of the Notes or the offering of the Notes. You should rely only on the information contained or incorporated by reference in the Preliminary Prospectus Supplement and the accompanying prospectus, as supplemented by this pricing term sheet, in making an investment decision with respect to the Notes.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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