Select Water issues $900M of 7.625% senior notes due 2034, tied to Pilot Water deal deadline

Select Water Solutions, Inc.

Select Water Holdings LLC issued $900M of 7.625% senior notes due Nov 1, 2034; interest payable semi-annually May 1 and Nov 1, starting May 1, 2027.
Special mandatory redemption: if the Pilot Water Solutions LLC acquisition is not closed by March 1, 2027, notes above $450M must be redeemed at issue price plus accrued interest.
Notes are senior unsecured, guaranteed only by subsidiaries backing the revolver; neither Select Water Solutions nor SES Holdings guarantees them.
Optional redemption: 40% equity clawback at 107.625% before Nov 1, 2029; then 103.813% (2029), 101.906% (2030), 100% (2031+); make-whole before 2029.
Change of control plus two-agency downgrade triggers a 101% repurchase offer; covenants cap debt, dividends, liens, investments and affiliate deals.

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