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Subsequent Events
3 Months Ended
Mar. 31, 2017
Subsequent Events

13.  Subsequent Events

On May 17, 2017, Solaris closed the Offering of 10,100,000 shares of Class A common stock, at a price to the public of $12.00 per share ($11.28 per share net of underwriting discounts and commissions), resulting in gross proceeds of $121.2 million, or net proceeds of $113.9 million after deducting underwriting discounts and commissions pursuant to our registration statement on Form S‑1 (SEC Registration No. 333‑216721), as amended through the time of its effectiveness, that Solaris filed with the SEC relating to the Offering.

Solaris contributed all of the net proceeds of the IPO to Solaris LLC in exchange for Solaris LLC Units. Solaris LLC used the net proceeds (i) to fully repay its existing balance of approximately $5.5 million under our credit facility, (ii) to pay $3.1 million in cash bonuses to certain employees and consultants and (iii) to distribute approximately $25.8 million to existing owners as part of the corporate reorganization being undertaken in connection with the IPO. Solaris LLC intends to use the remaining proceeds for general corporate purposes, including funding our 2017 capital program.

On May 17, 2017, in connection with the Offering, the Company entered into a First Amendment to the Credit Agreement, dated as of December 1, 2016 (the “Amended Credit Facility”), by and among the Company, as borrower, each of the lenders party thereto and the Administrative Agent. Refer also to Note 8.

In connection with the Offering, the options granted under the Plan were exchanged for options under the LTIP. Effective May 17, 2017, both the Board and the holder of all of Solaris’ then-outstanding equity interests adopted the LTIP for the benefit of employees, directors and consultants of the Company and its affiliates. Refer also to Note 9.

In addition, Solaris entered into a Tax Receivable Agreement with the existing members of Solaris LLC (collectively, the “Existing Owners”) and permitted transferees (each such person, a “TRA Holder,” and together, the “TRA Holders”) on May 17, 2017. This agreement generally provides for the payment by Solaris to a TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that it actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of the Solaris acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Solaris LLC Units in connection with the IPO or future exchanges of such TRA Holder's Solaris LLC Units and (ii) imputed interest deemed to be paid by Solaris as a result of, and additional tax basis arising from, any payments Solaris makes under the Tax Receivable Agreement. Solaris will retain the benefit of the remaining 15% of these cash savings.

Solaris  
Subsequent Events

4.     Subsequent Events

On May 17, 2017, Solaris closed the Offering of 10,100,000 shares of Class A common stock, at a price to the public of $12.00 per share ($11.28 per share net of underwriting discounts and commissions), resulting in gross proceeds of $121.2 million, or net proceeds of $113.9 million after deducting underwriting discounts and commissions pursuant to the Prospectus.

Solaris contributed all of the net proceeds of the IPO to Solaris LLC in exchange for Solaris LLC Units. Refer also to the Notes to the Condensed Consolidated Financial Statements of Solaris LLC for additional details regarding the uses of the IPO proceeds. 

Effective May 17, 2017, both the Board of Directors of Solaris (the “Board”) and the holder of all Solaris then-outstanding equity interests adopted the Long-Term Incentive Plan (“LTIP”) for the benefit of employees, directors and consultants of the Company and its affiliates. The LTIP provides for the grant of all or any of the following types of equity-based awards: (1) incentive stock options qualified as such under U.S. federal income tax laws; (2) stock options that do not qualify as incentive stock options; (3) stock appreciation rights; (4) restricted stock awards; (5) restricted stock units; (6) bonus stock; (7) performance awards; (8) dividend equivalents; (9) other stock-based awards; (10) cash awards; and (11) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 5,118,080 shares of Solaris’ Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP. Class A Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP will be administered by the Board, the Compensation Committee of the Board or an alternative committee appointed by the Board.

In addition, Solaris entered into a Tax Receivable Agreement with the existing members of Solaris LLC (collectively, the “Existing Owners”) and permitted transferees (each such person, a “TRA Holder,” and together, the “TRA Holders”) on May 17, 2017. This agreement generally provides for the payment by Solaris to a TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that Solaris actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of Solaris’ acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Solaris LLC Units in connection with the IPO or pursuant to future exchanges of such TRA Holder’s Solaris LLC Units and (ii) imputed interest deemed to be paid by Solaris as a result of, and additional tax basis arising from, any payments Solaris makes under the Tax Receivable Agreement. Solaris will retain the benefit of the remaining 15% of these cash savings.