JWCA advises Solaris Energy Infrastructure on its upsized $650 million convertible, capped call and concurrent delta placement
OCTOBER 2025 | read press release
Transaction Background
Solaris Energy Infrastructure (“Solaris” or the “Company”) successfully raised $650mm in the convertible market at attractive terms (0.25% coupon and 30.0% conversion premium)
Solaris’s objectives included:
Opportunistically raise capital at low cost with limited covenants to repay more expensive straight debt and fund growth capital
Capitalize on recent strong share performance (stock up ~55% year to date)
Minimize market and execution risk
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 and derivative overlay structuring
Accounting and tax analysis / implications
Convertible and capped call documentation to ensure maximum value and future efficiency/flexibility for the company
Investor composition considerations
JWCA designed and ran a capped call auction process to achieve competitive terms
The transaction was conducted privately using a wall cross process, before flipping into an overnight marketed transaction
JWCA helped to structure equity delta placement to increase the efficiency of an overnight transaction, with minimal market risk to the Company
Results
Solaris’s offering was well received by investors, attracting significant demand:
The transaction was multiple times oversubscribed, and the confidential marketing allowed the Company to build a strong order book of long-only investors, which provided a strong signal going into the public marketing process
The 0.25% coupon and 30.0% conversion premium represented the issuer friendly end of both the marketed coupon and conversion premium range
This marks the Company’s second convertible bond issuance in a 6-month span
JWCA’s deal structuring and capped call auction strategy delivered significant economic savings and meaningfully minimized dilution risk
JWCA supported the management team on the entirety of the offering providing execution advice and ensuring a high-quality execution