Solaris adds Omega’s construction capabilities in cash-and-stock acquisition

Solaris Energy Infrastructure completed its acquisition of Omega Foundation Services on September 1, 2026, bringing more of the construction work behind power plants and data centers into its business. The transaction combines approximately $101 million in net cash consideration, $28 million in assumed debt and leases, and nearly 3.6 million Solaris Class A shares, according to the company.

Solaris announced the acquisition on September 2 and filed the merger agreement with the Securities and Exchange Commission on September 8. The agreement and closing occurred simultaneously, and Solaris indirectly acquired all of Omega’s equity interests.

The purchase extends Solaris’s offering into specialized engineering, procurement and construction, or EPC. Its significance reaches beyond additional revenue: Solaris wants greater control over the site preparation, foundations and installation work that supports its power infrastructure contracts. Management expects immediate earnings and free cash flow accretion per share, although it has not quantified that expectation in the acquisition announcement or supplemental presentation.

The price combines cash, assumed obligations and stock

The merger agreement starts its cash consideration formula at $325 million, then adjusts for working capital, cash, indebtedness, transaction expenses and the value of the equity issued. It assigns the stock consideration a contractual value of $196.77 million. These terms give investors a fuller picture of the transaction’s scale than the cash payment alone.

The September 8 filing reports that Omega’s sole shareholder, Andrew W. Bennett, received 3,599,199 Class A shares and approximately $77 million in cash, subject to customary adjustments. That seller payment measures something different from the approximately $101 million of net cash consideration described in the press release.

The agreement separately provides for Solaris to pay specified indebtedness and transaction expenses on Omega’s behalf. It also establishes a $15 million cash holdback, deducted from the estimated cash merger consideration payable at closing. Those provisions identify several components of the cash settlement, but the public documents do not supply a complete numerical bridge between the $77 million seller payment and the $101 million net cash figure. Treating their difference as a single expense or debt repayment would overstate what is disclosed.

The final cash calculation remains subject to adjustment. The agreement sets target net working capital at $89.65 million and requires a preliminary closing statement within 90 days, followed by a 45-day seller review period. That process can result in additional payments in either direction; completion of the acquisition does not mean every purchase-price adjustment has been settled.

Foundations and substations extend the power offering

Solaris’s acquisition presentation describes Omega’s capabilities in concrete terms: piling, drilled shafts and equipment pads; substation trenching and tunneling; hydro-excavation; and site stabilization, utilities and concrete work. It also highlights specialized equipment for harsh or wet environments.

Those activities complement Solaris’s generation, distribution, installation, commissioning and maintenance services. Bringing them together gives Solaris a broader role from preparing a site through putting power equipment into service. The company’s stated objective is to improve construction cost and schedule certainty for its own projects and customers.

Omega also brings opportunities beyond Solaris’s existing projects. The presentation describes a customer base primarily comprising investment-grade hyperscalers and other data center developers, alongside work involving utilities, gas pipeline operators and site preparation for an LNG facility in Port Arthur, Texas. It says Omega is engaging with multiple hyperscalers about future projects. Those discussions indicate prospective business, without establishing signed awards or a quantified backlog.

Co-chief executives Bill Zartler and Amanda Brock said Solaris had worked alongside Omega for two years across multiple locations. That operating history provides context for management’s confidence, while retaining Omega’s people and customer relationships remains central to realizing the expected benefits.

Omega follows a broader expansion in power services

Solaris had already added aftermarket, installation, commissioning and operations capabilities through its acquisition of Global Energy Services Alliance, disclosed with its August 5 results. Omega extends that expansion into civil construction and site work.

The existing power business provides a measure of the opportunity. Solaris Power Solutions generated $158.3 million of second-quarter revenue, compared with $128.5 million in the first quarter, and averaged approximately 950 megawatts of capacity earning revenue. Solaris also described an expanded Hatchbo agreement covering a roughly 660-megawatt turnkey plant, including batteries and energy management systems designed for AI workloads.

Consolidated second-quarter revenue was $219.4 million, with GAAP net income of $25.2 million and adjusted EBITDA of $108.3 million. Adjusted EBITDA excludes interest, taxes, depreciation and amortization, together with stock compensation and certain other items; it helps describe operating performance but does not measure cash available after investment and financing costs.

The acquisition presentation claims a two-year pro forma adjusted EBITDA compound annual growth rate above 130%. That illustration includes recent acquisitions and company estimates, excludes corporate and other costs and potential synergies, and assumes equivalent EBITDA margins for power services and generation. It does not isolate Omega’s earnings. Solaris also says the illustration has not been audited or prepared under the SEC’s formal pro forma reporting rules, limiting its usefulness for valuing Omega independently.

Funding capacity sits alongside substantial investment needs

Solaris reported $824.1 million in cash and cash equivalents and $70.7 million in restricted cash at June 30, alongside $2.49 billion in consolidated debt and convertible notes. It separately disclosed an undrawn $650 million credit facility. These balances precede the Omega closing and should not be read as the company’s liquidity after the acquisition.

The distinction matters because Solaris is investing heavily in its power fleet. Its second-quarter capital expenditures totaled $491.8 million, including $488.2 million in Power Solutions. Omega’s cash cost therefore sits within a much larger program of infrastructure investment.

Using shares for part of the acquisition preserves cash compared with paying the same consideration entirely in cash, while increasing the issued share count. The 3,599,199 shares alone do not establish Bennett’s ownership percentage or the transaction’s effect on future diluted earnings per share.

Seller restrictions and financial statements are the next checkpoints

Bennett’s shares are subject to a general 180-day transfer restriction, with limited exceptions. A portion designated as indemnity shares remains restricted until release under separate provisions, with release dates at nine and 18 months and adjustments for claims. The agreement also includes four-year noncompetition and nonsolicitation covenants.

A continuing property relationship accompanies the sale: Omega entered into a master lease with Bennett Acquisitions, an entity affiliated with the seller, covering properties used in its operations.

The September 8 filing says acquired-business financial statements and pro forma financial information will follow by amendment, no later than 71 calendar days after the report’s required filing date. Those disclosures should provide a firmer basis for assessing Omega’s earnings contribution and the combined financial position. Subsequent results will also help test whether the broader construction offering translates into the cost control, project execution and per-share gains management expects.