Solaris Energy Infrastructure (SEI) Proxy Filing summary

Executive summary

• Entered into a definitive agreement to acquire Mobile Energy Rentals LLC (MER) for $200 million, comprising $60 million in cash and $140 million in equity (approx. 16.5 million Class B shares).

• MER provides distributed power solutions to energy, data center, and commercial & industrial markets, with a fully utilized fleet scaling from 153 MW to 478 MW by Q3 2025.

• The acquisition is expected to close by the end of Q3 2024, subject to shareholder approval and regulatory clearances.

• Post-closing, the company will be renamed Solaris Energy Infrastructure, Inc. (NYSE: SEI) to reflect its expanded market focus.

• MER’s management and founders will join the combined company, collectively owning about 27% of outstanding shares, with management, insiders, and MER’s team together holding over 50%.

Voting matters and shareholder proposals

• The transaction requires approval by shareholders for the issuance of equity consideration.

• A proxy statement will be filed with the SEC, and shareholders are urged to review it before voting.

Board of directors and corporate governance

• The board has approved the acquisition.

• MER’s management will be integrated into the company’s leadership post-closing.