Select Water Solutions Inc
For the period ended Dec 31, 2024. Filed Feb 19, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 19, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 9B. Other Information
| Item 9B. | Other Information |
|---|
Disclosure of 10b5-1 plans
John D. Schmitz, our President, Chief Executive Officer, and Chairman of the Board, entered into a pre-arranged stock trading plan on November 11, 2024 for shares indirectly held by him through B-29 Investments, LP, an entity which he controls. Mr. Schmitz’s plan provides for sale of up to 400,000 shares of the Company’s common stock between February 11, 2025 and February 12, 2026. The trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding transactions in the Company’s securities.
Form 10-K Summary – AV Farms
On February 14, 2025, Select Water Solutions, Inc. (the “Company”) entered into a new partnership arrangement through AV Farms, LP, a newly-formed Delaware limited partnership (“AV Farms”), pursuant to a limited partnership agreement (the “LPA”) by and among Select Water Reuse, LLC, a wholly-owned subsidiary of the Company (“SWR”), C&A Rollover Company, LLC, (“C&A”), an affiliate of C&A Holding Company, Inc., and Geneses Water, L.P., (“Geneses”), an affiliate of Geneses Investment Management, LLC, as limited partners, and AV Farms Management, LLC, a newly formed Colorado limited liability company, as the general partner (the “General Partner”), effective as of February 28, 2025. Concurrently with the formation of AV Farms, SWR also entered into a limited liability company agreement of the General Partner, with C&A and Geneses Investment Management, LLC as members. The General Partner will manage the day-to-day management and operations of AV Farms.
AV Farms was formed to consolidate and commercialize one of the largest water holdings and storage portfolios in Colorado with plans to partner with municipal, industrial and agricultural customers. AV Farms has consolidated from across ten discrete contributing entities approximately 16,300 water shares, including 7,054 shares in the Fort Lyon Canal Company, 5,324 shares in the Lower Arkansas Water Management Association, and 3,911 shares in the Lamar Canal Company, equivalent to approximately 16,300 acre-feet of annual consumptive use, as well as real property, reservoir storage assets, and reservoir storage options. The first phase of investment is expected to be followed with further expansion in both water rights and reservoir storage capacity, along with the continued connectivity of these water shares to communities and customers.
Initially, SWR and Geneses have agreed to contribute $62 million and $42 million, respectively, in capital contributions to AV Farms. Additionally, C&A has agreed to contribute membership interests in various limited liability companies, in lieu of capital contributions, which in turn own interests in real property, water shares, and storage rights valued at approximately $71 million. SWR expects to ratably increase its ownership position in AV Farms through the contribution of approximately an additional $84 million over a three-year period to support any additional water rights acquisitions and infrastructure buildout requirements.
Currently, each of SWR, C&A and Geneses owns approximately 35%, 40% and 25%, respectively, of AV Farms and 25%, 50% and 25%, respectively, of the General Partner.
Beginning on February 29, 2028, and continuing for the succeeding 24 months thereafter, SWR has a call option, and each of C&A and Geneses has a put option, in either event, to cause SWR to acquire C&A’s and Geneses’ respective interests in AV Farms. Such options allow for the payment of up to 20% of the purchase price in shares of Common Stockof the Company, at the discretion of the Company, which shares will be valued at the average closing price for the ten trading days prior to the date of exercise of such option. At this time, it is not reasonably possible to calculate the number of shares of the Company that might be issuable at the time of any option exercise. The issuance of common stock to C&A and Geneses will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by, among other available exemptions, Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. If SWR determines in good faith that it cannot fund the payment of the put option, it can force a sale of AV Farm’s assets to cover such put obligation, with any remaining proceeds after such payment being distributed in accordance with the LPA. The Company guarantees these obligations under the LPA but is not otherwise a party to the LPA. Additionally, prior to the beginning of the option
period, in the event that the General Partner seeks to approve a sale of all or substantially all of the assets or units in AV Farms to a third party, SWR has a right of first refusal to consummate such sale for its own account on the same terms and conditions. In the event SWR acquires the interests of AV Farms, it will also acquire the membership units held by C&A and Geneses in the General Partner.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.