UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |