Key Highlights

  • Select Water Solutions agreed to acquire Pilot Water Solutions LLC through an indirect Subsidiary in a deal carrying USD 600 million in cash consideration.
  • Sellers Pilot OFS Holdings LLC and Minerva Infrastructure IA LLC will also receive Class A common stock valued at USD 100 million and could receive a further USD 15 million if specified operational milestones are met.
  • SES Holdings, LLC has entered into Debt commitment letters intended to provide sufficient financing to complete the transaction, and the agreement carries a possible USD 35 million termination fee.
  • Closing is currently expected in the fourth quarter of 2026, subject to regulatory approvals including the expiration or termination of the Hart-Scott-Rodino Act waiting period.

Acquisition Structure and Total Consideration

Select Water Solutions is acquiring Pilot Water Solutions LLC through an indirect subsidiary in a transaction built around USD 600 million of cash consideration. The sellers, Pilot OFS Holdings LLC and Minerva Infrastructure IA LLC, will also receive Class A common stock tied to USD 100 million in value, with a further USD 15 million available if specified operational milestones are satisfied. The agreement can also carry a USD 35 million termination fee, giving both sides a defined financial consequence if the deal does not close.

Equity Terms and Purchase Price Adjustments

The cash portion of the deal may change through customary purchase price adjustments, while the number of Class A shares issued will be determined by dividing USD 100 million by the closing share price and rounding up to a whole share. That Equity issuance relies on the Securities Act exemption under Section 4(a)(2). The agreement also includes a cash true-up payable to Pilot OFS if the measurement-date share price falls below the closing share price, calculated using the difference between those prices and the shares delivered at closing, reduced by eligible cash dividends.

Regulatory Path to a Fourth-Quarter Close

Completion remains subject to customary closing conditions, including regulatory approvals and the expiration or termination of the Hart-Scott-Rodino Act waiting period, with closing currently expected in the fourth quarter of 2026. SES Holdings, LLC has secured debt commitment letters from financing sources, subject to customary terms and conditions, intended to provide sufficient Debt Financing to complete the acquisition. The agreement grants both parties customary termination rights.

Where Things Stand

Investors should track progress on Hart-Scott-Rodino Act clearance and confirmation of SES Holdings' debt financing as the parties work toward a fourth quarter 2026 close. The final Class A share count will depend on the price at closing, while the potential USD 15 million milestone payment and USD 35 million termination fee remain the key contingent variables tied to how the transaction plays out.