JWCA advises Solaris Energy Infrastructure on its inaugural and upsized $155 million convertible and concurrent delta placement

April 2025 | read press release

Transaction Background

Solaris Energy Infrastructure (“Solaris” or the “Company”) successfully raised $155mm in the convertible market at attractive terms (4.75% coupon and 35% conversion premium)

Solaris’s objectives included:

  • Opportunistically raise capital at low cost with limited covenants

  • Minimize market risk and dilution

  • Diversify investor base and access to capital 

Solaris engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of the transaction

JWCA provided extensive analysis on deal structuring and related items, including:

  • Convertible structuring

  • Syndication and precedent data

  • Accounting and tax analysis / implications

  • Investor composition considerations

Additionally, JWCA helped to innovate a novel delta placement structure to increase the efficiency of an overnight transaction with no market risk

The transaction was conducted privately using a wall cross process, before flipping into an overnight marketed transaction

Results

Solaris’s offering was well received by investors, attracting significant demand and institutional interest:

  • The transaction was multiple times oversubscribed despite continued market volatility

  • The confidential marketing allowed the Company to build a strong order book of long-only investors and send a strong signal going into the overnight marketing process

  • The 4.75% coupon and 35.0% conversion premium represented the issuer friendly end of both the marketed coupon and conversion premium range

  • JWCA supported the management team on the entirety of the offering providing execution advice and ensuring a high-quality execution

Solaris was able to obtain unsecured and flexible debt at attractive terms