Select Water agrees to acquire Pilot Water for $600M cash plus stock

Select Water Solutions said that on September 24, 2026 an indirect subsidiary entered a Membership Interest Purchase Agreement to acquire all membership interests of Pilot Water Solutions LLC from Pilot OFS Holdings LLC and Minerva Infrastructure IA LLC for $600 million in cash subject to customary adjustments, $100 million of Class A common stock sized off the 30-day VWAP immediately before closing, and a $15 million contingent operational-milestone payment, with the transaction currently expected to close in the fourth quarter of 2026 subject to HSR and other customary conditions.

Select Water Solutions put a Delaware Basin water-midstream platform under contract on September 24, 2026 — agreeing to buy Pilot Water Solutions for $600 million in cash, $100 million of Class A stock, and a $15 million contingent operational-milestone payment, with closing targeted for the fourth quarter of 2026 rather than already done.

Agreement economics, not a close

On September 24, 2026, Select Water Solutions, LLC, an indirect subsidiary of Select Water Solutions, Inc. (NYSE: WTTR), entered into a Membership Interest Purchase Agreement with Pilot OFS Holdings LLC and Minerva Infrastructure IA LLC. Under that agreement, the purchaser agreed to acquire all issued and outstanding membership interests of Pilot Water Solutions LLC.

Sellers are to receive a cash purchase price of $600 million, subject to customary purchase-price adjustments, plus a number of shares of Select Class A common stock equal to $100 million divided by the 30-day volume-weighted average price of the Class A shares immediately before closing (rounded up to the nearest whole share). A separate $15 million contingent payment is payable if specified operational milestones are met. The company has not closed the acquisition; Form 8-K AccNo 0001104659-26-110440 frames an agreement, with closing currently expected in the fourth quarter of 2026 subject to customary conditions including Hart-Scott-Rodino and other regulatory approvals.

If the 30-day VWAP six months after closing is below the closing VWAP used to size the equity, Select must make a cash true-up to Pilot OFS equal to that price gap times the shares delivered to Pilot OFS at closing, minus cash dividends received or declared on those shares with a record date before the measurement date.

Financing commitment and termination fee

Concurrently with signing, SES Holdings, LLC, a parent of the purchaser, entered into debt commitment letters with financing sources that have committed — subject to customary terms and conditions — to provide debt financing sufficient to consummate the purchase agreement transactions. In certain breach scenarios by the purchaser, the sellers may be entitled to a $35 million aggregate termination fee as their sole and exclusive remedy.

The Class A equity consideration expected to go to Pilot OFS is described as an unregistered issuance relying on Securities Act Section 4(a)(2), based in part on representations from Pilot OFS.

What Select says Pilot Water brings

In the furnished September 24 press release (Exhibit 99.1), Select describes Pilot Water as a private water-midstream company with a core Delaware Basin position. The company cites approximately 2.7 million barrels per day of active permitted disposal capacity, 900,000 barrels per day of undeveloped permitted disposal capacity, and more than 700 miles of pipeline. Select also cites about 480,000 barrels per day of minimum-volume-commitment contracts and 306,000 dedicated acres under long-term agreements, and says more than 80% of Pilot Water's annual revenue is backed by long-term contracts with an average tenor of more than seven years.

Those operating statistics and any Adjusted EBITDA, synergy, leverage, or mix targets in the press release are company statements. TickerGrove is not independently forecasting Pilot Water earnings or Select's pro forma leverage.

What the agreement filing settles

The 8-K locks in a signed membership-interest purchase for Pilot Water Solutions on defined cash, stock, contingent, and VWAP true-up terms, with an expected fourth-quarter 2026 close path and committed acquisition financing — not a completed change of control. Closing still depends on HSR clearance and the other customary conditions in the purchase agreement.