Solaris Energy Infrastructure Announces Filing of Form S-3 to Replace Expired Universal Shelf Registration

Rhea-AI Summary

Solaris Energy Infrastructure (NYSE:SEI) has filed a new universal shelf registration statement on Form S-3 with the SEC to replace its previous registration that expired on October 22, 2024. Once effective, the new shelf registration will allow Solaris to offer and sell up to $500 million of securities, including Class A common stock and preferred stock, through one or more future offerings. The registration statement has been filed but is not yet effective, and no securities can be sold until effectiveness.

Positive

• None.

Negative

• Potential future dilution for shareholders through $500 million shelf registration
• Company seeking significant additional capital which may indicate cash needs

Insights

Financial Analyst

This S-3 shelf registration filing is a routine administrative procedure to maintain financial flexibility, replacing the expired 2021 registration. The $500 million shelf offering provides Solaris with the option to raise capital through various securities over the next three years, but doesn't indicate immediate plans for fundraising. For a company with a $602 million market cap, this size of shelf registration is standard practice and allows quick access to capital markets when needed. However, any future offerings would likely dilute existing shareholders, so investors should monitor the company's actual use of this facility.

HOUSTON--(BUSINESS WIRE)-- Solaris Energy Infrastructure, Inc. (NYSE:SEI) (“Solaris” or the “Company”), today announced the filing of its universal shelf registration statement (the “Shelf Registration”) on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) to replace its previous universal shelf registration, which was originally effective on October 22, 2021 and expired on October 22, 2024. If and when the Shelf Registration is declared effective, it will permit the Company to offer and sell, from time to time in one or more offerings, up to $500 million of shares of Class A common stock, preferred stock or any combination thereof (the “securities”).

A registration statement related to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement has become effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering of the securities covered under the shelf registration statement, once it has become effective, will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering, nor shall there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.

About Solaris Energy Infrastructure, Inc.

Solaris Energy Infrastructure, Inc. (NYSE:SEI) provides scalable equipment-based solutions for use in distributed power generation as well as the management of raw materials used in the completion of oil and natural gas wells. Headquartered in Houston, Texas, Solaris serves multiple U.S. end markets, including energy, data centers, and other commercial and industrial sectors. Additional information is available on our website, www.solaris-energy.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to, statements with respect to the Company’s plans and expectations regarding its registration statement on Form S-3 and any potential future offering or capital raises and the use of proceeds therefrom, and the other risks discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024 and in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024 filed with the SEC on August 9, 2024 and November 7, 2024, respectively. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to the factors discussed or referenced in our filings made from time to time with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241118006010/en/

Yvonne Fletcher

Senior Vice President, Finance and Investor Relations

(281) 501-3070

IR@solaris-energy.com

Source: Solaris Energy Infrastructure, Inc.

FAQ

What is the value of Solaris Energy Infrastructure's new shelf registration statement?

Solaris Energy Infrastructure's (NYSE:SEI) new shelf registration statement allows for the offering of up to $500 million in securities, including Class A common stock and preferred stock.

When did Solaris Energy Infrastructure's previous shelf registration expire?

Solaris Energy Infrastructure's previous universal shelf registration expired on October 22, 2024, after being effective since October 22, 2021.

What types of securities can Solaris Energy Infrastructure offer under the new S-3 registration?

Under the new S-3 registration, Solaris Energy Infrastructure can offer and sell shares of Class A common stock, preferred stock, or any combination thereof.