Select Water Solutions, Inc.

Current report

We have incurred, and expect to continue to incur significant transaction costs in connection with the Pilot Water Acquisition.

Current report

We have incurred and expect to continue to incur a number of non-recurring costs associated with the Pilot Water Acquisition, the integration of Pilot Water’s operations with ours and the realization of the expected benefits from the Pilot Water Acquisition. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors. Although we expect the elimination of duplicative costs and the realization of other expected benefits related to the integration of Pilot Water’s assets to allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.

Current report

Our actual operating results, costs and activities could differ materially from the guidance we have released in connection with the Pilot Water Acquisition.

Current report

In connection with our announcement of the Pilot Water Acquisition, we released certain forecasted operating results, costs and activities, including, without limitation, future expected financial and operating metrics. This forward-looking guidance is based upon a number of assumptions that are inherently uncertain and is subject to numerous business, economic, competitive, financial and regulatory risks, including the risks described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report and in our most recent Annual Report on Form 10-K. Many of these risks and uncertainties are beyond our control.

Current report

If any of these risks and uncertainties actually occur or the assumptions underlying our guidance are incorrect, our actual operating results, costs and activities may be materially and adversely different from our guidance. In addition, investors should also recognize that the reliability of any guidance diminishes the farther in the future that the data is forecast. In light of the foregoing, investors are urged to put our guidance in context and not to place undue reliance upon it.

Current report

The integration of Pilot Water into the Company may not be as successful as anticipated, and the Company may not achieve the intended benefits or do so within the intended time frame.

Current report

The Pilot Water Acquisition involves numerous operational, strategic, financial, accounting, legal, tax and other risks, including potential liabilities associated with the acquired business. Difficulties in integrating Pilot Water into the Company, and the Company’s ability to manage the combined company, may result in the combined company performing differently than expected, in operational challenges or in the delay or failure to realize anticipated expense-related efficiencies, and could have an adverse effect on the financial condition, results of operations or cash flows of the Company. Potential difficulties that may be encountered in the integration process include, among other factors:

Current report

Additionally, the success of the Pilot Water Acquisition will depend, in part, on the Company’s ability to realize the anticipated benefits and cost savings from combining the Company’s and Pilot Water’s businesses, including operational and other synergies that the Company believes the combined company will achieve. The anticipated benefits and cost savings of the Pilot Water Acquisition may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that the Company does not currently foresee. Some of the assumptions that the Company has made, such as the achievement of operating synergies, may not be realized.