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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 11, 2025
Aris Water Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-40955 | 87-1022110 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9651 Katy Freeway, Suite 400
Houston, Texas 77024
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code:
(832) 304-7003
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange on Which Registered |
||
| Class A Common Stock, $0.01 par value per share | ARIS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On March 11, 2025, Aris Water Solutions, Inc. (the “Company”) issued a press release announcing that, subject to market conditions, Aris Water Holdings, LLC (formerly known as Solaris Midstream Holdings, LLC) (the “Issuer”), a subsidiary of the Company, intends to offer for sale $400 million aggregate principal amount of Senior Notes due 2030 in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended (the “Offering”). The Issuer intends to use the net proceeds from the Offering, together with cash on hand, to redeem all of its outstanding 7.625% Senior Sustainability-Linked Notes due 2026 (the “2026 Notes”).
A copy of the press release announcing the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Also on March 11, 2025, the Issuer delivered a notice of conditional redemption to redeem all of its outstanding 2026 Notes on April 1, 2025 (the “Redemption Date”) at a redemption price of par plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, pursuant to the terms of the Indenture, dated as of April 1, 2021 (the “Indenture”), among the Issuer, the guarantors party thereto and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee. The Issuer’s obligation to redeem the 2026 Notes is conditioned upon the completion of an offering of at least $400 million aggregate principal amount of the Issuer’s senior debt securities on or before the Redemption Date (which could be delayed in the Issuer’s sole discretion if this condition is not satisfied pursuant to the terms of the Indenture). This Current Report on Form 8-K does not constitute a notice of redemption of the 2026 Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated March 11, 2025. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 11, 2025
| ARIS WATER SOLUTIONS, INC. | ||
| By: | /s/ Stephan E. Tompsett |
|
| Name: | Stephan E. Tompsett | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Aris Water Announces $400 Million Offering of Senior Notes due 2030 and Issues Notice of Conditional Redemption for its 2026 Notes
HOUSTON, Texas, March 11, 2025—Aris Water Solutions, Inc. (NYSE: ARIS) (“Aris”) today announced that Aris Water Holdings, LLC (the “Issuer”), a subsidiary of Aris, intends, subject to market conditions, to offer (the “Offering”) for sale $400 million aggregate principal amount of Senior Notes due 2030 (the “Notes”). The Issuer intends to use the net proceeds from the Offering, together with cash on hand, to redeem all of its outstanding 7.625% Senior Notes due 2026 (the “2026 Notes”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by all of the Issuer’s existing subsidiaries.
Aris also announced today that the Issuer has delivered a notice of conditional redemption for all of the 2026 Notes at a redemption price of par, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The redemption date for the 2026 Notes provided in the notice of conditional redemption is April 1, 2025 (the “Redemption Date”). The Issuer’s obligation to redeem the 2026 Notes is conditioned upon the completion of an offering of at least $400 million aggregate principal amount of the Issuer’s senior debt securities on or before the Redemption Date (which could be delayed in the Issuer’s sole discretion if this condition is not satisfied pursuant to the terms of the indenture governing the 2026 Notes). This press release does not constitute a notice of redemption of the 2026 Notes.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States only in compliance with Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to, statements regarding the Offering, the terms of the Notes and the use of proceeds therefrom and the conditional redemption of the 2026 Notes. In some cases, you can identify forward-looking statements by terminology such as “expect,” “sustain,” “will,” “intend,” “believe,” “future,” “predict,” “may,” and variations of such words or similar expressions. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.
Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated or implied by the forward-looking statements. Risks and uncertainties include, but are not limited to, those detailed in Aris’ most recent Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. All forward-looking statements, expressed or implied, included in this press release and any oral statements made in connection with this press release are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
About Aris Water Solutions, Inc.
Aris Water Solutions, Inc. is a leading, growth-oriented environmental infrastructure and solutions company that directly helps its customers reduce their water and carbon footprints. Aris delivers full-cycle water handling and recycling solutions that increase the sustainability of energy company operations. Its integrated pipelines and related infrastructure create long-term value by delivering high-capacity, comprehensive produced water management, recycling and supply solutions to operators in the core areas of the Permian Basin.
David Tuerff
Senior Vice President, Finance and Investor Relations
(281) 501-3070
IR@ariswater.com