Business Context and Reporting Period
This Form 8-K Current Report was filed by Solaris Oilfield Infrastructure, Inc. on November 15, 2017, regarding events occurring on November 9, 2017. The filing details the entry into a Material Definitive Agreement for an underwritten public offering of Class A common stock.
Key Financial Metrics
- Offering Size: 7,000,000 shares of Class A Common Stock (3,000,000 by the Company; 4,000,000 by Selling Stockholders).
- Offer Price: $15.75 per share to the public.
- Net Proceeds to Company: Approximately $44.5 million (net of underwriting discounts, commissions, and estimated offering expenses).
- Option Exercise: Underwriters exercised a 30-day option in full on November 13, 2017, to purchase an additional 1,050,000 shares.
- Closing Date: November 14, 2017.
Material Changes
The primary material change is the capital raise through the public offering. The Company received approximately $44.5 million in net proceeds from the sale of its shares. The Company did not receive any proceeds from the sale of shares by the Selling Stockholders. The net proceeds are intended to be contributed to Solaris Oilfield Infrastructure, LLC to fund the Company's 2017 capital program and for general corporate purposes.
Outlook and Management Commentary
Management intends to use the net proceeds to fund the 2017 capital program. The filing notes that the underwriters (Credit Suisse and Goldman Sachs) and their affiliates are full-service financial institutions that have performed and may continue to perform various financial advisory and banking services for the Company in the ordinary course of business.
Investor Verification Checklist
- Verify the final total share count issued after the full exercise of the 1,050,000 share option.
- Confirm the exact amount of net proceeds received after final settlement of offering expenses.
- Review the specific allocation of the $44.5 million within the 2017 capital program.
- Check for any subsequent filings regarding the use of proceeds or changes in the capital program.