Annual report pursuant to Section 13 and 15(d)

Acquisitions

v3.22.4
Acquisitions
12 Months Ended
Dec. 31, 2022
Acquisitions  
Acquisitions

4.Acquisitions

Delaware Energy Asset Acquisition

On August 1, 2022, we acquired from Delaware Energy, LLC certain produced water handling facilities and associated gathering lines in Lea County and Eddy County, New Mexico. In connection with the closing and as consideration for the assets, we issued to the seller 3,365,907 shares of our Class A common stock and included volumetric-based contingent consideration. We estimated the fair value of the contingent consideration using a discounted cash flow model based on estimated royalty payments to be made over a five-year contractual period. Allocation of the purchase price to the acquired assets was based on relative fair values.

The following table sets forth our purchase price allocation:

(in thousands, except share and per share amounts)

Equity Consideration

Number of Class A Shares Issued

3,365,907

Fair Value Per Share on Transaction Closing Date

$

21.16

Total Fair Value of Equity Consideration

$

71,223

Fair Value of Contingent Consideration (1)

3,899

Total Fair Value of Consideration

$

75,122

Purchase Price Allocation

Produced Water Handling Facilities

$

72,736

Gathering Systems and Pipelines

2,716

Total Fair Value of Property Acquired

75,452

Less: ARO Liabilities Assumed

(330)

Total Purchase Price Allocation

$

75,122

(1) As of December 31, 2022, liabilities for contingent consideration of $1.3 million and $2.7 million are included in accrued and other current liabilities and other long-term liabilities, respectively.

Contemporaneously with the issuance of the shares of Class A common stock, Solaris LLC issued 3,365,907 Solaris LLC units to Aris Inc.

Water Standard Asset Acquisition

In October 2022, we acquired certain intellectual property rights and related proprietary treatment technologies and assets from Water Standard Management (US), Inc. (“Water Standard”) that will support and accelerate the advanced treatment and beneficial reuse of produced water in the Permian Basin. In connection with the closing and as consideration for the assets, we issued the seller 85,193 shares of our Class A common stock, which was valued on the acquisition date at $16.16 per share for total equity consideration of $1.4 million. We also paid the seller $1.2 million in cash for total consideration of $2.6 million. Contemporaneously with the issuance of the shares of Class A common stock, Solaris LLC issued 85,193 Solaris LLC units to Aris Inc.

Other Asset Acquisitions During the Year Ended December 31, 2022

During the second half of 2022, we purchased six ponds from ConocoPhillips, a related party, for a cash purchase price of $3.9 million.

Concho Lea County Acquisition

On June 11, 2020, we acquired certain produced water handling, transportation and water disposal assets in Lea County, New Mexico (the “Lea County Acquisition”) from a wholly-owned subsidiary of Concho.

The following table sets forth our purchase price allocation:

(in thousands)

Fair Value of Consideration

    

Class A Units Issued to Seller

$

77,602

Redeemable Preferred Units Issued to Seller

71,974

Total Consideration

$

149,576

Fair Value of Assets Acquired and Liabilities Assumed

Property, Plant and Equipment - Water Handling Facilities

$

18,566

Property, Plant and Equipment - Pipelines (including right of way)

33,897

Intangible Assets - Contracts

90,300

Asset Retirement Obligations

(776)

Total Assets Acquired

$

141,987

Goodwill

7,589

During the year ended December 31, 2020, we recorded revenue and earnings of $4.0 million and $1.5 million, respectively, associated with the Concho Lea County Acquisition in the consolidated statement of operations. We incurred $1.6 million of acquisition-related costs, which are included in other operating expense in 2020.