Atlas Energy Solutions 8-K 确认高盛/巴克莱 4.24 亿美元高级有担保过桥贷款，为已披露数据中心 CRA 的配套融资

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 22, 2026
Atlas Energy Solutions Inc.
(Exact name of Registrant as Specified in
Its Charter)
Delaware
001-41828
93-2154509
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
5918 W. Courtyard Drive
Suite 500
Austin
,
Texas
78730
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, Including
Area Code: (
512
)
220-1200
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.01 per share
AESI
New York Stock Exchange
NYSE Texas, Inc.
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 1.01.
Entry into a Material Definitive Agreement.
Bridge Loan Credit Agreement
On October 22, 2026 (the “Effective Date”),
Atlas Energy Solutions ProjectCo, LLC (the “Borrower”), a Texas limited liability company and an indirect wholly owned subsidiary
of Atlas Energy Solutions Inc. (the “Company”), and certain of its affiliates entered into a credit agreement (the “Credit
Agreement”) with Goldman Sachs Bank USA, as administrative agent (“GS”), and the lenders party thereto (collectively,
the “Lenders”), pursuant to which the Lenders committed to provide term loans in an aggregate principal amount of up to $424
million, with the ability to request up to $286 million of incremental commitments, subject to lender consent and other conditions. The
Borrower expects to use the proceeds of such term loans to finance the purchase of certain qualifying equipment for two power generation
projects, to reimburse affiliates for certain equipment costs previously funded and to pay related fees and expenses.
Borrowings under the Credit Agreement bear interest,
at the Borrower’s option, at a rate equal to either (i) Adjusted Term SOFR Rate plus 2.50% or (ii)
the Alternate Base Rate plus 1.50% (each as defined in the Credit Agreement), with each margin increasing by 0.50% beginning six months
after the Effective Date. The Borrower is also required to pay a commitment fee of 0.50% per annum on undrawn commitments and a duration
fee of 0.50% of the aggregate commitments on each six-month anniversary of the Effective Date on which loans remain outstanding.
The Credit Agreement contains certain covenants
that the Company considers customary for a facility of this type, including, but not limited to, limitations on the Borrower’s and
certain of its subsidiaries’ incurrence of additional debt, granting of liens, and making dispositions, investments and restricted
payments. The Credit Agreement does not include financial maintenance covenants.
The Borrower is required to make prepayments with
payments received under the cost reimbursement agreements supporting the financed equipment, the proceeds of certain indebtedness, including
long-term project financing, upon the issuance of certain equity securities, and upon certain asset dispositions and casualty events.
The outstanding amounts under the Credit Agreement will mature 180 days after the Effective Date, subject to a one-time option to extend
the maturity by 184 days upon the satisfaction of certain conditions, including the consent of the Lenders.
To secure borrowings under the Credit Agreement,
the Borrower and certain of its subsidiaries have pledged substantially all of their assets and the Borrower’s direct parent has
pledged the equity interests of the Borrower as collateral to GS for the benefit of the Lenders. The Borrower’s obligations under
the Credit Agreement are guaranteed on an unsecured basis by the Company.
Borrowings under the Credit Agreement are subject
to acceleration upon the occurrence of events of default that the Company considers customary, including, among others, the failure to
pay principal or interest, violation of covenants, default on other indebtedness and the termination of certain material contracts.
The foregoing description of the Credit Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which
will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
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Item 7.01.
Regulation FD Disclosure.
On October 22, 2026, the Company issued a press
release announcing entry into the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information
contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be “furnished” solely pursuant to Item 7.01
of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d)        Exhibits.
Exhibit
Number
Description of Exhibit
99.1
Press Release, dated October 22, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ATLAS ENERGY SOLUTIONS INC.
Date:
October 22, 2026
By:
/s/ John
Turner
Name:
John
Turner
Title:
President
and Chief Executive Officer
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EX-99.1
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tm2628081d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Atlas Energy Solutions Announces $424 Million
Senior Secured Bridge Facility Provided by Goldman Sachs and Barclays
Austin, TX – October 22, 2026 –
Atlas Energy Solutions Inc. (NYSE: AESI) (“Atlas” or “the Company”) today announced it has closed a $424 million
committed senior secured bridge facility provided by Goldman Sachs and Barclays. Backed by the two cost reimbursement agreements (“CRAs”)
announced previously on September 25, 2026, the facility will fund the purchase of power generation and balance-of-plant equipment
for two significant data center projects with first power for both expected in late 2027.
The
facility is a $424 million delayed draw term loan. Atlas expects to draw on it as equipment payments come due and has drawn $171 million
at closing. The loan has an initial maturity of 180 days, with an option to extend for an additional 184 days upon the consummation of
energy supply agreements for the respective projects, lender consent and other conditions. It bears interest at a rate equal to the Adjusted
Term SOFR Rate (or Adjusted Daily Simple SOFR) plus 2.50%, increasing by 0.50% six months after the date of the signing. Atlas has the
ability to request incremental commitments of up to $286 million, subject to lender consent and other conditions.
“Our customer’s conviction in pursuing
these projects is exemplified by their willingness to backstop the purchase of this equipment and the related bridge facility,”
said John Turner, President and Chief Executive Officer of Atlas. “This facility enables us to de-risk the supply chain by ordering
long lead-time items well in advance of commissioning while we work towards final agreements with our customer and the other related counterparties.
Most of the project spending comes after those are signed and construction has begun, and we’ll fund it with long-term financing
backed by each project’s contracted cash flows.
About Atlas Energy Solutions
Atlas Energy Solutions Inc. (NYSE: AESI) is a
leading energy solutions provider, unlocking energy that powers the world’s critical infrastructure. For companies requiring power
where grid utilities are unavailable, Atlas can help customers overcome the schedule and capital expense barriers that hinder project
and operational success. For oil & gas producers, Atlas helps companies overcome disruptive operational and technical challenges
to maximize oilfield completions and operations. From large scale private grid power systems to the world’s most advanced frac sand
delivery networks, Atlas delivers the engineering, technology and turnkey project execution expertise that turns energy constraints into
advantages.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that are predictive or prospective in
nature, that depend upon or refer to future events or conditions or that include the words “may,” “assume,” “forecast,”
“position,” “strategy,” “potential,” “continue,” “could,” “will,”
“plan,” “project,” “budget,” “predict,” “pursue,” “target,” “seek,”
“objective,” “believe,” “expect,” “anticipate,” “intend,” “estimate”
and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify
forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding: the successful
deployment of purchased power generation equipment, our ability to enter into long-term energy supply agreements as a result of entry
into cost reimbursement agreements or at all, our ability to obtain long-term financing to refinance the bridge loan facility on acceptable
terms or at all, the suitability of the equipment purchased for our and our customers’ applications, expected growth and opportunities
in our power business and the power market; expansion and growth of Atlas’s business related to purchases of power generation equipment
and entry into cost reimbursement agreements, our business strategy, industry, future operations and profitability, expected capital expenditures
and the impact of such expenditures on our performance, statements about our financial position, production, revenues and losses, our
capital programs, management changes, current and potential future long-term contracts and our future business and financial performance.
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Although forward-looking statements reflect our
good faith beliefs at the time they are made, we caution you that these forward-looking statements are subject to a number of risks and
uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include but are not limited
to: uncertainties as to whether our business strategy will achieve its anticipated benefits and projected results within the expected
time period or at all; our ability to participate in and execute on opportunities in the private grid power market; the continued growth
of demand in the private grid power market; unforeseen or unknown liabilities, future capital expenditures and potential litigation; the
volume of proppant we are able to sell and our ability to enter into supply contracts for our proppant on acceptable terms; the prices
we are able to charge, and the margins we are able to realize, from our sales of proppant, logistics services, or mobile power generation;
hazards customary to the operation of power generation facilities, including transporting, storing and handling fuel, operating industrial,
electrical and other equipment, and connecting to high voltage transmission and distribution systems; the demand for and price of proppant
and power generation, particularly in the Permian Basin; the domestic and foreign supply of and demand for oil and natural gas; the effects
of actions by, or disputes among or between, members of OPEC+ with respect to production levels or other matters related to the prices
of oil and natural gas; customer concentration, the potential for future consolidation amongst current or potential customers and the
possibility that customers may not continue to outsource their power system needs, which could affect demand for our products and services,
especially in the power generation industry; inability of our customers to take delivery; any planned or future expansion projects or
capital expenditures; pending legal or environmental matters; changes in local, state and federal laws and regulations (or the interpretation
thereof) or increased public scrutiny related to data centers or the private grid power market; inaccuracies in estimates of volumes and
qualities of our frac sand reserves; our ability to finance equipment, working capital and capital expenditures, including our ability
to borrow funds and access capital markets; material nonpayment or nonperformance by any of our significant customers; development of
either effective alternative proppants or new processes that replace hydraulic fracturing; our ability to comply with covenants contained
in our debt instruments; changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, including
such changes that may be implemented by U.S. and foreign governments; volatility in political, legal and regulatory environments; changes
in global political or economic conditions, including sustained inflation as well as financial market instability or disruptions to the
banking system due to bank failures, both generally and in the markets we serve; the impact of geopolitical developments and tensions,
war and uncertainty in oil-producing countries (including the invasion of Ukraine by Russia, the ongoing conflict involving Iran and disruptions
to shipping through the Strait of Hormuz, continued instability in the Middle East, the recent events in Venezuela and any related political
or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy) and any
commodity price volatility resulting therefrom; health epidemics, such as the COVID-19 pandemic, natural disasters or inclement or hazardous
weather conditions, including but not limited to cold weather, droughts, flooding, tornadoes and the physical impacts of climate change;
physical, electronic and cybersecurity breaches; plans, objectives, expectations and intentions described in this press release that are
not historical; and other factors discussed or referenced in our filings made from time to time with the U.S. Securities and Exchange
Commission (“SEC”), including those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K,
filed with the SEC on February 24, 2026, our Quarterly Reports on Form 10-Q, filed with the SEC on May 5, 2026 and August 5,
2026, respectively, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause
our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise,
except as may be required by law.
Investor Contact
Kyle Turlington
5918 W Courtyard Drive, Suite #500
Austin, Texas 78730
United States
T: 512-220-1200
IR@atlas.energy
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