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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): June 9, 2026
PRESIDIO
PRODUCTION COMPANY
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43179 |
|
39-3528250 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
500
W. 7th Street
Suite 1500
Fort Worth, Texas |
|
76102 |
| (Address
of Principal Executive Office) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (817)-382-3664
(Former
Name or Former Address, if Changed Since Last Report): Not Applicable
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 |
| Class
A Common Stock, par value $0.0001 per share |
|
FTW |
|
New
York Stock Exchange |
| Warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
FTW
WS |
|
New
York Stock Exchange |
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
On
June 9, 2026, Presidio Finance LLC (the “Issuer”), a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary
of Presidio Production Company (the “Company”), issued in a private offering (the “Offering”) $350 million in
aggregate principal amount of fixed-rate asset-backed securities, consisting of $175 million aggregate principal amount of 5.902% Class
A-1 Notes due 2041 and $175 million in principal amount of 6.717% Class A-2 Notes due 2041 (collectively, the “ABS III Notes”)
pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
The
ABS III Notes were issued under a Second Amended and Restated Indenture (the “2nd A&R Indenture”) and related Series
2026-1 Supplement (the “Supplement” and together with the 2nd A&R Indenture, the “Indenture”) each dated
June 9, 2026, by and among the Issuer, Presidio Finance Nominee Corp. (“Finance NomCo”), and UMB Bank, N.A., as Indenture
Trustee (the “Trustee”) and are guaranteed by Finance NomCo and Presidio Finance Holding Company LLC (collectively, the “Guarantors”),
which are also limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company.
The
net proceeds from the Offering were used (i) to redeem in full the outstanding Series 2023-1, Class A-1 7.806% Notes and Series
2023-1, Class A-2 8.418% Notes, each due 2038 (the “Existing Notes”), (ii) to pay any related premiums, fees and expenses,
including accrued and unpaid interest on the Existing Notes and the initial deposit of the liquidity reserve amount for the ABS III Notes,
and (iii) for general corporate purposes.
The
Series 2026-1 Class A-1 Notes have a final scheduled payment date in August 2033 and the Series 2026-1 Class A-2 Notes have a final scheduled
payment date in February 2035 (each such date, with respect to the applicable Series 2026-1 Class A-1 or Class A-2 Notes, a “Final
Scheduled Payment Date”).
The
ABS III Notes are primarily secured by specific upstream producing assets in Texas and Oklahoma that previously served as collateral
for the Existing Notes.
The
ABS III Notes, via the Indenture and related documentation, are governed by a series of covenants and restrictions typical for such transactions,
including (i) the requirement for the Issuer to maintain a specified reserve account to ensure the payment of interest, (ii) provisions
for optional and mandatory prepayments and specified make-whole payments under certain conditions, (iii) covenants related to recordkeeping,
access to information and similar matters, and (iv) compliance with all applicable laws and regulations.
The
ABS III Notes are also subject to customary accelerated amortization events as outlined in the Indenture, which events include failure
to maintain specified debt service coverage and loan to value ratios, failure to meet certain production metrics, certain management
services agreement termination events, non-compliance with hedging requirements, the failure to repay or refinance the ABS III Notes
by the applicable Final Scheduled Payment Date and other events of default. The ABS III Notes are also subject to a customary increase
in coupon if not repaid or refinanced by the applicable Final Scheduled Payment Date.
Additionally,
the ABS III Notes are subject to customary events of default, which include non-payment of required interest, principal, or other amounts
due, failure to comply with covenants within specified time frames, certain bankruptcy events, breaches of specified representations
and warranties, failure of security interests to be effective, and a change of control event that is not a permitted change of control.
The
foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies
of the Indenture and the Supplement, which have been filed as Exhibits 4.1 and 4.2, respectively, hereto and are hereby incorporated
herein by reference.
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.
Item
7.01 Regulation FD Disclosure
On
June 9, 2026, the Company issued a press release announcing the issuance of the ABS III Notes. A copy of the press release is furnished
as Exhibit 99.1 hereto and incorporated herein by reference.
The
information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “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 in any filing under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1# |
|
Second Amended and Restated Indenture, dated June 9, 2026, by and among Presidio Finance LLC, as Issuer, Presidio Finance Nominee Corp., and UMB Bank, N.A., as Indenture Trustee |
| 4.2# |
|
Series 2026-1 Supplement, dated June 9, 2026, by and among Presidio Finance LLC, as Issuer, Presidio Finance Nominee Corp., and UMB Bank, N.A., as Indenture Trustee |
| 99.1 |
|
Press Release, dated June 9, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within Inline XBRL document) |
| # | Certain
schedules and attachments have been omitted. The registrant hereby undertakes to provide further information regarding such omitted materials
to the Securities and Exchange Commission upon request. |
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.
Dated:
June 10, 2026
| |
PRESIDIO
PRODUCTION COMPANY |
| |
|
| |
By: |
/s/
Brett Barnes |
| |
Name: |
Brett
Barnes |
| |
Title: |
Executive
Vice President and General Counsel |
Exhibit 99.1
PRESIDIO ANNOUNCES $350 MILLION INVESTMENT GRADE ABS REFINANCING
June 09, 2026 6:20pm EDT
Refinancing lowers interest rate, reduces amortization,
and increases liquidity
FORT WORTH, Texas--(BUSINESS WIRE)-- Presidio Production Company
(NYSE: FTW) ("Presidio" or the "Company"), a differentiated oil and gas operator focused on the acquisition and optimization
of mature, producing oil and natural gas assets in the United States, today announced the closing of a $350 million investment grade refinancing
of its prior asset-backed securitization (the “ABS”), at a weighted average coupon of 6.38%. The transaction reduced the Company’s
interest rate and reduced scheduled amortization, enhancing free cash flow available for dividends.
The ABS was issued in two investment grade tranches: $175 million of
5.902% Class A-1 notes, and $175 million of 6.717% Class A-2 notes, each due in 2041. The ABS was issued at 184 basis points less than
the weighted average coupon of the Company’s prior ABS.
Proceeds from the ABS were used to refinance Presidio's prior ABS,
to pay down $37 million drawn under the Company's reserve-based lending facility (the “RBL”), for $35 million of additional
hedges, and for expenses and general corporate purposes. Following the transaction, the RBL remains in place with a $65 million borrowing
base, and is available and undrawn.
“This refinancing is a milestone that strengthens the foundation
of our business. We have lowered our cost of capital, reduced near-term interest and amortization, and created additional liquidity to
pursue growth, all while keeping our capital structure simple,” said Will Ulrich, Chairman and co-CEO of Presidio. “The refinancing
highlights the competitive advantage of a deep and efficient ABS end-market, which when paired with our ABS warehouse facility, provides
a complete solution for financing PDP acquisitions.”
John Brawley, EVP & CFO of Presidio, added, “Lowering our
cost of capital is a significant competitive advantage in the PDP acquisition market. With a lower-cost capital structure in place, we
can underwrite acquisitions more aggressively than higher-cost buyers, while preserving the returns we deliver to shareholders. This positions
us to continue consolidating producing oil and gas assets on attractive terms.”
Highlights of the ABS:
| ● | $350 million aggregate principal amount issued across two investment
grade tranches (Class A-1 and Class A-2) |
| ○ | $263 million used to pay off existing ABS debt, accrued interest
and make-whole fees |
| ○ | $37 million used to pay down the Company's RBL ($65 million borrowing
base), which remains in place, available and undrawn following pay down |
| ○ | $35 million used for additional hedge protection |
| ○ | Remainder used for transaction fees, expenses and general corporate
purposes |
| ● | Weighted-average ABS coupon reduced by 184 bps (from 8.22% to
6.38%) |
| ● | Anticipated Repayment Date (“ARD”) structure implemented
to lower annual amortization in the first 5 years |
| ● | ABS structured with a master trust and innovative, first-of-its-kind
oil and gas ABS make-whole provisions to allow for asset dropdowns, efficient refinancing, and a simpler capital structure following
acquisitions |
| ○ | ABS redeemable at the Company's option at 102% prior to year
1, 101% prior to year 2, and 100% (par) thereafter |
Hedging Program
The following table summarizes Presidio's commodity hedge position
as of the date of this release, reflecting the hedge restructuring executed concurrently with the closing of the ABS.
| | |
| 2Q26 | | |
| 3Q26 | | |
| 4Q26 | | |
| 1Q27 | | |
| 2Q27 | | |
| 3Q27 | | |
| 4Q27 | | |
| FY28 | | |
| FY29 | | |
| Beyond | |
| Oil Swaps(1) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Volume (MBbl) | |
| 274 | | |
| 272 | | |
| 265 | | |
| 254 | | |
| 247 | | |
| 241 | | |
| 236 | | |
| 883 | | |
| 753 | | |
| 933 | |
| Avg. Strike ($/Bbl) | |
$ | 57.35 | | |
$ | 59.90 | | |
$ | 60.51 | | |
$ | 87.95 | | |
$ | 108.29 | | |
$ | 100.71 | | |
$ | 88.09 | | |
$ | 63.14 | | |
$ | 67.55 | | |
$ | 64.38 | |
| Natural Gas Swaps | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Volume (BBtu) | |
| 6,264 | | |
| 6,208 | | |
| 6,089 | | |
| 5,808 | | |
| 5,599 | | |
| 5,524 | | |
| 5,421 | | |
| 20,523 | | |
| 17,127 | | |
| 47,417 | |
| Avg. Strike ($/MMBtu) | |
$ | 6.23 | | |
$ | 5.56 | | |
$ | 5.53 | | |
$ | 5.06 | | |
$ | 4.44 | | |
$ | 3.42 | | |
$ | 3.74 | | |
$ | 3.55 | | |
$ | 3.57 | | |
$ | 3.49 | |
| Natural Gas Basis Swaps | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Volume (BBtu) | |
| 5,990 | | |
| 5,956 | | |
| 5,865 | | |
| 5,009 | | |
| 4,818 | | |
| 4,765 | | |
| 4,677 | | |
| 17,724 | | |
| 6,977 | | |
| — | |
| Avg. Strike ($/MMBtu) | |
($ | 0.49 | ) | |
($ | 0.59 | ) | |
($ | 0.39 | ) | |
$ | 0.24 | | |
($ | 0.58 | ) | |
($ | 0.51 | ) | |
($ | 0.39 | ) | |
($ | 0.43 | ) | |
($ | 0.55 | ) | |
| — | |
| NGL Swaps(1) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Volume (MBbl) | |
| 556 | | |
| 545 | | |
| 534 | | |
| 517 | | |
| 506 | | |
| 456 | | |
| 447 | | |
| 1,487 | | |
| 1,201 | | |
| 1,316 | |
| Avg. Strike ($/Bbl) | |
$ | 22.39 | | |
$ | 22.19 | | |
$ | 22.35 | | |
$ | 24.22 | | |
$ | 22.52 | | |
$ | 26.90 | | |
$ | 25.59 | | |
$ | 25.75 | | |
$ | 23.46 | | |
$ | 21.49 | |
Advisors
Cantor Fitzgerald served as sole structuring advisor and lead bookrunner,
Goldman Sachs served as joint placement agent, and Citizens Capital Markets, Inc. served as a co-manager. Sidley Austin LLP served as
issuer counsel, and Orrick, Herrington & Sutcliffe LLP served as noteholder counsel.
About Presidio Production Company
Headquartered in Fort Worth, TX, Presidio Production Company (NYSE:
FTW) is a yield-focused, differentiated oil and gas operator in the United States focused on the acquisition and optimization of producing
oil and natural gas wells, without drilling. Presidio is a leading operator of stable oil and gas wells across the Mid-Continent, applying
engineering expertise and AI-driven analytics to enhance performance and extend asset life. The Company's Class A common stock is listed
on the New York Stock Exchange under the ticker symbol "FTW". To learn more, visit https://bypresidio.com/.
Cautionary Note Regarding Forward-Looking Statements
The statements contained in this press release that are not purely
historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this press release are
based on our current expectations and beliefs concerning future developments and their potential effects on the Company. There can be
no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements speak
only as of the date this press release is actually delivered and involve a number of risks, uncertainties (some of which are beyond our
control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that the Company may
be adversely affected by other economic, business, and/or competitive factors; (3) changes in domestic and foreign business, market, financial,
political conditions, and in applicable laws and regulations; (4) the ability of the Company to build or maintain relationships with customers
and suppliers and retain its management and key employees; (5) risks related to commodity price volatility and its impact on cash flows
and dividend sustainability; (6) risks related to oil and gas operations, including production declines, operational challenges, and regulatory
changes; (7) risks related to the Company's ability to pay, maintain or increase dividend payments; and (8) other risk factors described
herein as well as the risk factors and uncertainties described in documents filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”), the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” and similar sections in its filings with the SEC, and any periodic Exchange Act reports filed with the SEC such as its
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The recipient of this press release should
carefully consider the foregoing risk factors and the other risks and uncertainties which will be more fully described in the documents
filed by the Company from time to time with the SEC. If any of these risks materialize or the underlying assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements.
In addition, there may be additional risks that the Company presently
knows, or that it currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. Nothing in this communication should be regarded as a representation or warranty, either express or implied, by any person
that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are
made.
In addition, the information contained in this press release is provided
as of the date hereof and may change, and the Company and its representatives and affiliates specifically disclaim any obligation to,
and do not intend to, update or revise any forward-looking statements, whether as a result of new information, inaccuracies, future events
or otherwise, except as may be required under applicable securities laws. Information contained on our website is not a part of or incorporated
into this press release.
Notes:
(1) NGL hedges include a combination of individual component hedges
and WTI hedges allocated to NGL volumes
Source: Presidio Production Co. (NYSE: FTW)
View source version on businesswire.com: https://www.businesswire.com/news/home/20260609401503/en/
Presidio Media and Investor Contact:
Presidio@icrinc.com
Source: Presidio Production Company
Released June 9, 2026
