Solaris Announces Agreement to Acquire Mobile Energy Rentals; Announces Renaming to Solaris Energy Infrastructure; Issues Second Quarter Financial Update

Solaris Oilfield Infrastructure, Inc. (NYSE: SOI) (“Solaris” or the “Company”), today announced that it has entered into a definitive agreement to acquire Mobile Energy Rentals LLC (“MER”), a premier provider of distributed power solutions serving the energy and commercial & industrial (“C&I”) end-markets, for a purchase price of $200 million. Transaction consideration includes $60 million of cash and the issuance of approximately 16.5 million shares of Solaris Class B common stock to MER’s founders and management team, who will join Solaris post-closing.

Transaction Highlights and Strategy

• Scale, end-market diversity, and contractual profile: Entry into critical distributed power infrastructure solutions provides access to multiple, high-growth end-markets; pro forma business mix expected to be >50% distributed power infrastructure, supported by a robust contract profile and a diverse set of end-markets and customers

• Compelling valuation: Initial purchase multiple of 4.0x run-rate contracted Adjusted EBITDA*; MER’s third quarter 2024 Adjusted EBITDA is forecasted to be approximately $12 million - $13 million, representing annualized run-rate Adjusted EBITDA of approximately $50 million; majority of MER’s asset base currently under contract with a leading provider of artificial intelligence computing solutions

• Attractive capital redeployment opportunity: MER’s existing power generation asset base of 153 MW is currently fully-utilized; the fleet is expected to grow to 478 MW by the end of the third quarter of 2025** through the purchase of additional mobile turbines for approximately $308 million and is expected to be deployed at similar return profiles across a diverse customer base

• Experienced and aligned management team: MER’s founders and management team will be fully-integrated into Solaris post-closing, leveraging their long and successful track-record of managing power solutions across a range of end-markets; following the closing of the transaction, MER’s founders and management will own, in aggregate, approximately 27% of Solaris’ outstanding shares

• Synergies with our business: Operational synergies are available to the combined platform via Solaris’ engineering, manufacturing, field service, commercial and corporate infrastructure

• Committed to growing shareholder value: Conservative pro forma financial profile, with <2.0x leverage* at closing on a run-rate basis with further deleveraging as new power generation equipment is placed into service; committed to maintaining the current $0.48/share annualized dividend, which has been paid for 23 consecutive quarters

• Aligned ownership: After the closing of the transaction, management, insiders and MER’s founders and management team will collectively own >50% of Solaris’ total outstanding shares, creating further alignment between Solaris and its shareholders

Founded in 2022 and based in Houston, Texas, MER provides configurable sets of primarily natural-gas powered mobile turbines and ancillary equipment to energy, data center and other C&I end-markets. MER’s solutions provide reliable and cost-effective power where grid infrastructure may not be available or is unreliable.