Select Water Solutions, Inc. — Form 8-K summary
Reporting date: October 13, 2026. This filing reports financing arrangements and transaction-related information; it is not a regular-period earnings release. The company is pursuing the acquisition of Pilot Water Solutions LLC, announced under an agreement dated September 24, 2026. The acquisition and related financing transactions are reflected in unaudited pro forma information for the year ended December 31, 2025, the six months ended June 30, 2026, and a balance sheet as of June 30, 2026.
Financial metrics and liquidity
The filing provides pro forma EBITDA and Adjusted EBITDA, but does not provide revenue, operating margins, cash flow, or a full set of pro forma balance-sheet figures in the supplied text. Amounts below are converted from thousands to millions.
| Pro forma metric | Six months ended June 30, 2026 | Year ended December 31, 2025 |
|---|---|---|
| Net income | $24.8 million | $0.7 million |
| Interest expense, net | $32.7 million | $77.1 million |
| EBITDA | $188.5 million | $309.5 million |
| Adjusted EBITDA | $222.3 million | $371.1 million |
These are unaudited pro forma figures giving effect to the Pilot Water acquisition and related financing as if completed on the specified dates. The six-month and full-year periods are not directly comparable. Adjusted EBITDA is a non-GAAP measure.
- As of June 30, 2026, pro forma total debt was approximately $874.9 million. Pro forma secured debt was $74.9 million, with approximately $418.4 million of additional borrowing capacity under the new revolving facility.
- The new senior secured revolving credit facility provides up to $500 million, including a $50 million letter-of-credit sublimit. Up to $250 million of additional commitments may be requested, subject to conditions.
- The new facility is not available until its conditions are met or waived, including completion of the Pilot Water acquisition. If the acquisition does not close, the commitments terminate. Maturity is generally the fifth anniversary of effectiveness, subject to an earlier-maturity provision tied to certain other debt.
- Borrowings carry, at the borrower’s option, Term SOFR plus 2.25%–3.25% or the Alternate Base Rate plus 1.25%–2.25%, based on leverage.
- As of October 9, 2026, the existing credit facility had $228.75 million outstanding, including $218.75 million of term loans and $10 million of revolver borrowings, at a 6.95% weighted-average interest rate. It matures January 24, 2030.
Material changes and financing
- Select Holdings announced its intention, subject to market conditions, to privately offer $800 million aggregate principal amount of senior notes due 2034. The filing does not state final pricing, coupon, or whether the offering was completed.
- The new revolving facility is intended to support part of the acquisition, refinance existing debt, and fund growth, working capital, capital expenditures, and general corporate purposes.
- Quarterly financial covenants under the new facility include maximum net total leverage of 4.25:1 (potentially 4.50:1 for the acquisition quarter and the following two quarters), maximum net senior secured leverage of 2.50:1, and minimum interest coverage of 2.50:1.
- Dividends are generally limited to $15 million per fiscal quarter while specified payment and insolvency defaults are absent. Other distributions and certain debt prepayments are subject to conditions that include leverage and liquidity tests.
Business context, outlook, and risks
- Select’s New Mexico systems have approximately 1.7 million barrels per day of fixed recycling capacity, of which 1.5 million barrels per day is active, more than 500 miles of pipeline, and 37.2 million barrels of storage across more than 1.9 million acres under dedication or ROFR dedication.
- Pilot Water is described as having approximately 2.7 million barrels per day of active permitted disposal capacity, 0.8 million barrels per day of undeveloped permitted capacity, and more than 700 miles of pipelines. More than 80% of its annual revenue is supported by long-term contracts with an average tenor exceeding six years; its portfolio includes approximately 480,000 barrels per day of minimum-volume commitments and 306,000 dedicated acres.
- Pilot Water’s expected 2026–2027 growth in produced-water volumes and Adjusted EBITDA depends primarily on a new 175,000-barrel-per-day minimum-volume-commitment contract. Delay, underperformance, termination, or customer nonperformance could materially impair expected results.
- The acquisition remains subject to customary closing conditions, including regulatory approvals. It may not close on the expected terms or at all; in certain termination circumstances involving specified breaches by Select LLC, a $35 million termination fee may be payable.
- Additional acquisition consideration includes a $15 million payment tied to operational milestones and a potentially uncapped cash true-up if the specified post-closing share-price test is not met. These payments could reduce cash available for debt service or require additional borrowing.
- Management warns that integration, transaction costs, and expected synergies may differ from expectations. Guidance and estimated benefits are forward-looking and unaudited; the filing states that independent accountants have not provided assurance on their achievability.
Investor verification points
- Confirm whether the Pilot Water acquisition closed and whether all conditions for the new revolving facility were satisfied.
- Check the final notes offering size, pricing, coupon, guarantees, use of proceeds, and resulting debt and liquidity.
- Review Exhibits 99.2–99.4 for Pilot Water’s historical statements and the detailed pro forma income statements and balance sheet, including revenue, cash flow, and working-capital data.
- Monitor covenant headroom, revolver availability, acquisition-related payments, and any changes to debt or leverage after closing.
- Assess performance of Pilot Water’s 175,000-barrel-per-day contract, customer concentration, integration costs, and realized synergies against management expectations.