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ACQUISITIONS

12 Months Ended

Dec. 31, 2024

NOTE 3—ACQUISITIONS

The following table presents key information connected with our 2024, 2023 and 2022 acquisitions (dollars in thousands, except share amounts):


Assets and Operations Acquired	Acquisition Date	Shares Issued		Purchase Consideration		Acquisition related costs for Asset Acquisitions		Value of Shares Issued		Total Consideration	Segments
Eight Smaller Asset Acquisitions	Multiple 2024 Dates	—	$	14,591	$	31		—		14,622	Water Infrastructure
Bobcat	April 18, 2024	—		8,070		—		—		8,070	Water Infrastructure
Trinity	April 1, 2024	—		30,832		—		—		30,832	Water Infrastructure
Buckhorn	March 1, 2024	—		18,781		—		—		18,781	Water Infrastructure
Iron Mountain Energy	January 8, 2024	—		14,000		—		—		14,000	Water Infrastructure
Tri-State Water Logistics	January 3, 2024	—		58,330		—		—		58,330	Water Infrastructure
Rockies produced water gathering and disposal infrastructure	January 1, 2024	—		18,100		—		—		18,100	Water Infrastructure
Four Smaller Asset Acquisitions	Multiple 2023 Dates	—		7,293		—		—		7,293	Water Infrastructure
Asset Acquisition	April 3, 2023	—		4,000		—		—		4,000	Water Services
Asset Acquisition	January 31, 2023	—		6,250		150		—		6,400	Water Infrastructure
Asset Acquisition	December 2, 2022	—		6,000		100		—		6,100	Water Infrastructure
Noncontrolling Interests in Big Spring Recycling System	December 2, 2022	910,612		22,000		—		7,313		29,313	Water Infrastructure
Breakwater	November 1, 2022	9,181,144		16,701		—		88,188		104,889	Water Services & Water Infrastructure
Cypress	November 1, 2022	952,753		—		—		9,194		9,194	Water Infrastructure
Nuverra	February 23, 2022	4,203,323		—		—		35,854		35,854	Water Services & Water Infrastructure
Total		15,247,832	$	224,948	$	281	$	140,549	$	365,778

2024 Asset Acquisitions

During the year ended December 31, 2024, the Company acquired certain assets and associated liabilities, primarily in the Permian Basin and Northeast Ohio, from eight transactions for $14.6 million inclusive of acquisition-related costs. The allocation of the purchase price for these assets was a combined $8.6 million in property and equipment, $6.0 million in land, $1.5 million in intellectual property, $0.1 million in other long-term assets and $1.6 million in asset retirement obligations and other liabilities.

Bobcat Acquisition

On April 18, 2024, the Company completed the acquisition of equity interests of certain subsidiaries of Bobcat SWIW Holdings, LLC (the “Bobcat Acquisition”). The Company paid total consideration of $8.1 million at closing. The Bobcat Acquisition strengthened Select’s Marcellus/Utica disposal operations and allows the Company to offer more comprehensive produced water solutions to its customers in the region.

The Bobcat Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets and current liabilities were finalized as of September 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment. The Company incurred

$0.2 million of transaction-related costs related to this acquisition during the year ended December 31, 2024, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred
Cash paid	$	8,070
Total consideration transferred		8,070
Less: identifiable assets acquired
Working capital		(285)
Property and equipment		8,291
Customer relationships		535
Long-term ARO		(471)
Total identifiable net assets acquired	$	8,070

Trinity Acquisition

On April 1, 2024, the Company completed the acquisition of Trinity Acquisition Holdings, LLC (d/b/a Trinity Environmental Services) and related entities (the “Trinity Acquisition”). The Company paid initial consideration of $29.4 million at closing and an additional $1.5 million in purchase consideration later in 2024 due to post-closing adjustments. The acquisition strengthened Select’s Permian Basin disposal operations with 22 saltwater disposal wells while also adding one Gulf Coast slurry well and one Midcon region saltwater disposal well. Additionally, the Trinity Acquisition encompasses permits for nine future saltwater disposal well locations, 14 miles of owned pipeline and approximately 79 miles of customer pipeline integrally connected to Trinity’s facilities. These additions allow the Company to offer more comprehensive produced water solutions to its customers in Texas and New Mexico.

The Trinity Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets and current liabilities and have been finalized as of December 31, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $1.8 million and $0.1 million of transaction-related costs related to this acquisition during the year ended December 31, 2024, and during the year ended December 31, 2023, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred
Cash paid	$	30,832
Total consideration transferred		30,832
Less: identifiable assets acquired
Working capital		(408)
Property and equipment		41,706
Right-of-use assets		182
Long-term ARO		(10,149)
Long-term lease liabilities		(499)
Total identifiable net assets acquired		30,832
Fair value allocated to net assets acquired	$	30,832

Buckhorn Acquisition

On March 1, 2024, the Company completed the acquisition of equity interests of certain subsidiaries of Buckhorn Waste Services, LLC and Buckhorn Disposal, LLC (the “Buckhorn Acquisition”). The Company paid initial consideration of $17.9 million in cash at closing and will pay an additional $0.9 million in cash purchase consideration during 2025 due to post-closing adjustments. The acquisition strengthened Select’s solids waste management capabilities in the Bakken region, adding additional landfills in North Dakota and in Montana to support Select’s existing landfill operations in the region.

The Buckhorn Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets and current liabilities and have been finalized as of December 31, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and a portion of the goodwill acquired is deductible for income tax purposes. The goodwill reflects the strategic benefits of expanding the landfill footprint in the Bakken region and the synergies of integrating our existing assets and activities with Buckhorn’s operations. The Company incurred $0.8 million of transaction-related costs related to this acquisition during the year ended December 31, 2024, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred
Purchase consideration	$	18,781
Total consideration transferred		18,781
Less: identifiable assets acquired and liabilities assumed
Working capital		752
Property and equipment		19,665
Customer relationships		4,100
Deferred tax liabilities		(2,393)
Long-term ARO		(6,898)
Total identifiable net assets acquired		15,226
Goodwill		3,555
Fair value allocated to net assets acquired	$	18,781

Iron Mountain Energy Acquisition

On January 8, 2024, the Company acquired substantially all of the assets and operations of Iron Mountain Energy, LLC (the “Iron Mountain Acquisition”). The Company paid total consideration of $14.0 million at closing. The acquisition strengthened Select’s fluids and solids treatment and disposal assets and operations in the Haynesville region.

The Iron Mountain Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities were finalized as of September 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $0.5 million and $0.1 million of transaction-related costs related to this acquisition during the year ended December 31, 2024, and during the year ended December 31, 2023, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred
Cash paid	$	14,000
Total consideration transferred		14,000
Less: identifiable assets acquired and liabilities assumed
Working capital		(3,974)
Property and equipment		21,876
Long-term ARO		(3,902)
Total identifiable net assets acquired		14,000
Goodwill		—
Fair value allocated to net assets acquired	$	14,000

Tri-State Water Logistics Acquisition

On January 3, 2024, the Company acquired the assets and operations of Tri-State Water Logistics, LLC and certain of its affiliates (the “Tri-State Acquisition”). The Company paid total consideration of $58.3 million at closing. The acquisition strengthened Select’s fluids and solids treatment and disposal assets and operations in the Haynesville region.

The Tri-State Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities were finalized as of September 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The goodwill reflects the strategic benefits of enhancing Select’s fluids and solids treatment and disposal footprint in the Haynesville region and the synergies from integrating Select’s existing assets and operations with Tri-State’s operations. The Company incurred $0.8 million and $1.1 million of transaction-related costs related to this acquisition during the year ended December 31, 2024, and during the year ended December 31, 2023, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred
Cash paid	$	58,330
Total consideration transferred		58,330
Less: identifiable assets acquired and liabilities assumed
Working capital		(1,428)
Property and equipment		44,613
Right-of-use assets		1,028
Customer relationships		10,240
Long-term ARO		(2,569)
Long-term lease liabilities		(956)
Total identifiable net assets acquired		50,928
Goodwill		7,402
Fair value allocated to net assets acquired	$	58,330

Rockies produced water gathering and disposal infrastructure Acquisition

On January 1, 2024, the Company acquired certain disposal assets, operations and disposal and recycling permits in the Rockies region (the “Rockies Infrastructure Acquisition”). The Company paid total consideration of $18.1 million at closing. The acquisition strengthened the Company’s water disposal assets and operations in the Rockies region.

The Rockies Infrastructure Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities were finalized as of September 30, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The goodwill reflects the strategic benefits of expanding the disposal footprint in the Rockies region and the synergies from integrating our existing assets and activities with the Rockies Infrastructure disposal well and potential to drill more disposal wells on the acquired property. The Company incurred $0.3 million of transaction-related costs related to this acquisition during the year ended December 31, 2024, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred
Cash paid	$	18,100
Total consideration transferred		18,100
Less: identifiable assets acquired and liabilities assumed
Working capital		(500)
Property and equipment		8,266
Customer relationships		8,230
Long-term ARO		(471)
Total identifiable net assets acquired		15,525
Goodwill		2,575
Fair value allocated to net assets acquired	$	18,100

A summary of the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed as of December 31, 2024 for the Company’s 2024 business acquisitions is located below (in thousands):


Purchase price allocation	Bobcat		Trinity		Buckhorn		Iron Mountain Energy		Tri-State Water Logistics		Rockies Infrastructure		Total 2024 Acquisitions

					(in thousands)
Consideration transferred
Purchase consideration	$	8,070	$	30,832	$	18,781	$	14,000	$	58,330	$	18,100	$	148,113
Total consideration transferred		8,070		30,832		18,781		14,000		58,330		18,100		148,113


Less: identifiable assets acquired and liabilities assumed
Working capital		(285)		(408)		752		(3,974)		(1,428)		(500)		(5,843)
Property and equipment		8,291		41,706		19,665		21,876		44,613		8,266		144,417
Right-of-use assets		—		182		—		—		1,028		—		1,210
Customer relationships		535		—		4,100		—		10,240		8,230		23,105
Deferred tax liabilities		—		—		(2,393)		—		—		—		(2,393)
Long-term ARO		(471)		(10,149)		(6,898)		(3,902)		(2,569)		(471)		(24,460)
Long-term lease liabilities		—		(499)		—		—		(956)		—		(1,455)
Total identifiable net assets acquired		8,070		30,832		15,226		14,000		50,928		15,525		134,581
Goodwill		—		—		3,555		—		7,402		2,575		13,532
Fair value allocated to net assets acquired	$	8,070	$	30,832	$	18,781	$	14,000	$	58,330	$	18,100	$	148,113

2023 Asset Acquisitions

During the year ended December 31, 2023, the Company acquired certain assets, revenue-producing contracts and associated liabilities, primarily in the Permian Basin, from multiple entities for $17.7 million inclusive of $0.2 million of acquisition-related costs. The allocation of the purchase price for these assets was a combined $15.9 million in property and equipment, $1.0 million in water inventory, $1.9 million in customer relationships and $1.1 million in asset retirement obligations and other liabilities. Many of the assets acquired are adjacent to the Company’s Big Spring Recycling System (“BSRS”) in the Permian Basin, with connectivity into BSRS providing future revenue and cost synergies.

Breakwater Acquisition

On November 1, 2022, the Company completed the acquisition of Breakwater Energy Services, LLC. (“Breakwater”) in a stock-for-stock transaction for total consideration of $105.3 million based on the closing price of the Company’s shares of Class A common stock on October 31, 2022 (the “Breakwater Acquisition”). The consideration transferred consisted of 9,181,144 shares of Class A common stock, $10.5 million of debt that was paid off at closing as part of consideration exchanged, $3.8 million in change-of-control payments and $2.4 million in seller transaction costs. The acquisition strengthened Select’s geographic footprint with a unique set of water logistics and infrastructure assets, particularly in the Permian region.

The Breakwater Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments and assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities were finalized as of September 30, 2023. The total consideration paid exceeded the fair value of the net assets acquired by $4.7 million, with the excess recorded as goodwill. The goodwill recognized was driven primarily by the ability to connect Breakwater’s infrastructure with the Company’s infrastructure and expand revenue-producing capabilities and market share. The acquired goodwill is deductible for tax purposes. The assets acquired and liabilities assumed are included in the Company’s Water Services and Water Infrastructure segments. The Company incurred $2.1 million and $2.9 million of transaction-related costs related to this acquisition during the year ended December 31, 2023, and during the year ended December 31, 2022, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed as of the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred
Class A common stock (9,181,144 shares)⁽¹⁾	$	88,188
Cash paid		16,701
Total consideration transferred		104,889
Less: identifiable assets acquired and liabilities assumed
Working capital		22,444
Property and equipment		69,506
Right-of-use assets		180
Customer relationships		40,060
Other long-term assets		120
Long-term debt		(1,979)
Long-term lease liabilities		(125)
Noncontrolling interest⁽²⁾		(30,000)
Total identifiable net assets acquired		100,206
Goodwill		4,683
Fair value allocated to net assets acquired	$	104,889

(1)

During the year ended December 31, 2023, the parties agreed that 46,888 shares of Class A common stock would be returned to Select related to working capital adjustments. These shares were cancelled in 2023.

(2)

The noncontrolling interests acquired on November 1, 2022 were subsequently purchased on December 2, 2022, thereby giving the Company 100% ownership of BSRS.

Big Spring Recycling System Noncontrolling Interests

In connection with Select’s acquisition of Breakwater on November 1, 2022, Select acquired all noncontrolling interests in the BSRS on December 2, 2022. BSRS includes significant pipeline, storage, recycling and disposal infrastructure assets in the Midland Basin. The consideration paid included $7.3 million based on the closing price of the Company’s shares of Class A common stock on December 1, 2022, and $22.0 million in cash for total consideration of $29.3 million. The consideration transferred included 910,612 shares of Class A common stock. This equity transaction enabled Select to simplify the BSRS operations and decision-making processes and provided potential revenue and cost synergies. This transaction was accounted for primarily as a reduction of noncontrolling interests.

2022 Asset Acquisition

On December 2, 2022, the Company acquired certain assets and revenue-producing contracts in the Midland Basin from an entity for $6.1 million inclusive of $0.1 million of acquisition-related costs. The asset acquisition allocation was $3.9 million in property and equipment and $2.2 million in customer relationships. Many of the assets acquired are adjacent to the BSRS, with connectivity into the BSRS providing future revenue and cost synergies.

Cypress Acquisition

On November 1, 2022, the Company completed the acquisition of certain saltwater disposal assets from Cypress Environmental Solutions, LLC (“Cypress”) for total consideration of $9.2 million based on the closing price of the Company’s shares of Class A common stock on October 31, 2022 (the “Cypress Acquisition”). The consideration transferred consisted of 952,753 shares of Class A common stock. The acquired Cypress operations consist of eight saltwater disposal facilities with daily permitted capacity of 85,000 barrels per day across North Dakota. The acquisition strengthened Select’s geographic footprint with a portfolio of strategic wastewater disposal facilities in the Bakken region, with the majority of Cypress’s volumes being delivered through high volume contracted gathering pipeline infrastructure.

The Cypress Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities were finalized as of March 31, 2023. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment. The Company incurred less than $0.1 million and $0.5 million of transaction-related costs related to this acquisition during the year ended December 31, 2023, and during the year ended December 31, 2022, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed as of the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred	(in thousands)
Class A common stock (952,753 shares)	$	9,194
Total consideration transferred		9,194
Less: identifiable assets acquired and liabilities assumed
Working capital		(42)
Property and equipment		8,192
Customer relationships		3,894
Long-term ARO		(2,850)
Total identifiable net assets acquired		9,194
Fair value allocated to net assets acquired	$	9,194

Nuverra Acquisition

On February 23, 2022, the Company completed the acquisition of Nuverra Environmental Solutions, Inc. (“Nuverra”) for total consideration of $35.9 million based on the closing price of the Company’s shares of Class A common stock on February 23, 2022 (the “Nuverra Acquisition”). The consideration transferred consisted of 4,203,323 shares of Class A common stock. The acquisition strengthened Select’s geographic footprint with a unique set of water logistics and infrastructure assets, particularly in the Bakken, Haynesville and Northeast, while continuing to expand Select’s production-related revenues. Select also acquired a 60-mile underground twin pipeline network in the Haynesville Shale in Texas and Louisiana. This pipeline network is used for the collection of produced water for transport to interconnected disposal wells and the delivery or re-delivery of water from water sources to operator locations for use in well completion activities. Additionally, Nuverra operates a landfill facility in North Dakota located on a 50-acre site. The facility provides a unique opportunity for Select to expand its logistics capabilities into a new service offering. The acquisition resulted in a bargain purchase gain, as Nuverra was experiencing financial distress and actively evaluating strategic alternatives leading up to the transaction.

The Nuverra Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made estimates, judgments and assumptions. The Company engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities were finalized as of December 31, 2022. The Nuverra debt, including accrued interest, totaled $18.8 million, and was repaid during the year ended December 31, 2022, after the acquisition was completed. The assets acquired and liabilities assumed are included in the Company’s Water Services and Water Infrastructure segments. The Company incurred $0.7 million and $4.1 million of transaction-related costs related to this acquisition during the years ended December 31, 2023 and 2022, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations. Further, the Company assumed $1.6 million of severance liabilities in connection with the Nuverra Acquisition, that, outside of a nominal amount were paid in 2022.

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed as of the date of acquisition (in thousands):


Purchase price allocation	Amount
Consideration transferred	(in thousands)
Class A common stock (4,203,323 shares)	$	35,854
Total consideration transferred		35,854
Less: identifiable assets acquired and liabilities assumed
Working capital		6,893
Property and equipment		65,780
Right-of-use assets		2,931
Other long-term assets		100
Long-term debt		(18,780)
Long-term ARO		(12,980)
Other long-term liabilities		(1,439)
Total identifiable net assets acquired		42,505
Bargain Purchase Gain		(6,651)
Fair value allocated to net assets acquired, net of bargain purchase gain	$	35,854