Item 8.01. Other Events. On October 14, 2026, Select Water Holdings LLC (the “Issuer”), a subsidiary of Select Water Solutions, Inc. (the “Company”), and the subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with J.P.…
Filed Oct 16, 2026Accepted Oct 15, 2026, 6:35 PM EDTCIK 1693256Accession 0001104659-26-116323
Select is a leading provider of sustainable water and chemical solutions to the energy industry. These solutions are supported by the Company’s critical water infrastructure assets, chemical manufacturing and water treatment and recycling capabilities. As a leader in sustainable water and chemical solutions, Select places the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, Select believes that responsibly managing water resources throughout its operations to help conserve and protect the environment is paramount to the Company’s continued success. For more information, please visit Select’s website, https://www.selectwater.com.
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Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On October 14, 2026, Select Water Holdings LLC (the “Issuer”), a subsidiary of Select Water Solutions, Inc. (the “Company”), and the subsidiary guarantors
named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with
J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several initial purchasers named therein (collectively,
the “Initial Purchasers”), pursuant to which the Issuer agreed to sell to the Initial Purchasers $900 million aggregate principal
amount of the Issuer’s 7.625% Senior Notes due 2034 (the “Notes”) in a private placement (the “Offering”)
conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Offering was upsized from an initial
offering size of $800 million aggregate principal amount of the Notes. The Notes will mature on November 1, 2034. The Notes will be issued
at par for total net proceeds of approximately $882.6 million, after deducting the Initial Purchasers’ discount and estimated offering
expenses. The closing of the issuance of the Notes is expected to occur on October 21, 2026, subject to customary closing conditions.
The Issuer intends to use the net proceeds from the Offering, together with cash on hand, (i) to fund a portion of the cash consideration
for the previously announced acquisition of Pilot Water Solutions LLC (the “Pilot Water Acquisition”), (ii) to repay the outstanding
obligations under its term loan facility in full and repay any outstanding loans (together with accrued and unpaid interest thereon) under
its existing revolving credit facility, (iii) to pay the fees, premiums, expenses and costs incurred in connection with the foregoing
and the transactions related thereto and (iv) for general corporate purposes and working capital. The Offering is not contingent on the
consummation of the Pilot Water Acquisition.
The Purchase Agreement contains customary representations,
warranties and agreements of the Company, the Issuer and the Subsidiary Guarantors and customary conditions to closing, indemnification
rights, obligations of the parties and termination provisions.
On October 14, 2026, the Company issued a press
release announcing the pricing of the Notes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) tm2627372d2_ex99-1.htm
Exhibit 99.1
News Release
Contacts: Select Water Solutions
Garrett Williams – VP, Corporate Finance & Investor
Relations
(713) 296-1010
IR@selectwater.com
Dennard Lascar Investor Relations
Ken Dennard / Natalie Hairston
(713) 529-6600
WTTR@dennardlascar.com
Select Water Solutions, Inc. Announces Pricing
of Upsized $900 Million of 7.625% Senior Notes Due 2034
Gainesville, TX - October 14, 2026 -
Select Water Solutions, Inc. (NYSE: WTTR) (“Select,” “we” or “our”) announced today that its subsidiary
Select Water Holdings LLC (the “Issuer”) has priced its previously announced offer (the “Notes Offering”) pursuant
to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers
of $900 million aggregate principal amount of 7.625% Senior Notes due 2034 (the “Notes”). The Notes Offering was upsized from
an initial offering amount of $800 million. The Notes mature on November 1, 2034 and pay interest at the rate of 7.625% per year, payable
on May 1 and November 1 of each year. The first interest payment on the Notes will be made on May 1, 2027. The Notes were priced at par.
The Notes will be gu…