Solaris Energy Infrastructure Inc. (SEI) filed a Form 8K - Unregistered Sales of Equity - with the U.S Securities and Exchange Commission on July 06, 2026.
On July 1, 2026 (the "Closing Date"), Solaris Energy Infrastructure, Inc., a Delaware corporation (the "Company"), consummated its acquisition of Global Energy Services Alliance, Inc., a Texas corporation ("GESA"), pursuant to that certain Agreement and Plan of Merger, dated July 1, 2026 (the "Merger Agreement"), by and among the Company, GESA, Mustang Merger Co., a Texas corporation and wholly owned subsidiary of the Company ("Merger Sub"), certain shareholders of GESA and the shareholders' representative named therein. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into GESA, with GESA surviving as an indirect, wholly owned subsidiary of the Company (the "Merger"). Pursuant to the Merger Agreement, the consideration paid by the Company in connection with the acquisition of GESA (the "Acquisition") consisted of (i) an aggregate of approximately $55 million comprised of cash, as well as assumption and repayment of indebtedness of GESA, subject to certain post-closing adjustments and holdbacks, and (ii) an aggregate of 2,880,682 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Shares").
Upon the closing of the Acquisition, the Company issued the Shares to the holders of shares of GESA's common stock issued and outstanding immediately prior to the effective time of the Merger. The issuance of the Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the private offering exemption from the registration requirements of the Securities Act, including Rule 506 of Regulation D promulgated under the Securities Act or Section 4(a)(2) of the Securities Act. The issuance of the Shares was made only to those shareholders of GESA determined to be "accredited investors" as defined pursuant to Rule 501(a) of Regulation D promulgated under the Securities Act, who have delivered certain documentation required by the Merger Agreement in respect of their accredited investor status.
The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1697500/000162828026047296/sei-20260701.htm
Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1697500/000162828026047296/0001628280-26-047296-index.htm
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.