JWCA advises Solaris Energy Infrastructure on its upsized $747.5 million convertible, capped call and concurrent delta placement

OCTOBER 2025 | read press release

Transaction Background

Solaris Energy Infrastructure (“Solaris” or the “Company”) successfully raised $747.5mm (inclusive of greenshoe) 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