Solaris Energy Infrastructure (SEI) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of Mobile Energy Rentals (MER) expands into distributed power, diversifying exposure beyond oilfield markets and targeting high-growth sectors like data centers and commercial & industrial markets.

• Pro forma business mix will be over 50% distributed power infrastructure, reducing reliance on oilfield services.

• Addresses grid constraints and growing demand for reliable, mobile power in data centers, oil & gas, and industrial sectors.

• Leverages complementary engineering, manufacturing, and service capabilities to scale operations and enhance innovation.

• Combined company will be renamed Solaris Energy Infrastructure, Inc. (NYSE: SEI) to reflect its broader focus.

Financial terms and conditions

• Purchase price is $200 million: $60 million cash and approximately 16.5 million Class B shares (valued at $140 million) issued to MER's founders and management.

• Purchase multiple is approximately 4.0x contracted run-rate Adjusted EBITDA, with MER's current annualized Adjusted EBITDA at $50 million.

• Additional $300 million in turbine orders to expand fleet to 478 MW by Q3 2025.

• CapEx reimbursements and deposits total $168 million through 2025, with $137 million more to be funded by Q3 2025.

• Financing secured via $300 million, including a 364-day senior secured bridge term loan and $250 million upfront with $50 million delayed draw.

Synergies and expected cost savings

• Operational synergies from shared engineering, manufacturing, field service, and corporate infrastructure.

• Cross-selling opportunities leveraging existing customer relationships in oil & gas.

• MER team will own about 27% of Solaris pro forma, ensuring strong alignment.

• Synergies expected from shared corporate infrastructure and operational alignment.