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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): May 7, 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 offices) |
|
(Zip
Code) |
(800)
461-1604
(Registrant’s telephone number, including area code)
Presidio
PubCo Inc.
1090
Center Drive
Park
City, UT 84098
(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 |
| Class
A common stock, $0.0001 par value per share |
|
FTW |
|
The
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 |
|
The
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
May 7, 2026, Presidio Production Company (NYSE: FTW) (“Presidio” or the “Company”) entered into purchase and
sale agreements (the “Purchase and Sale Agreements”), by and between each of Canyon Creek Energy – Arkoma, LLC (“Canyon
Creek”), Alchemist Energy LeaseCo, LP (“Alchemist”), Pivotal Arkoma Basin II, LLC (“Pivotal”), East Dennis
Oil Company, LLC, Harvard Petroleum Company, LLC, FBF Energy, LLC and Harbor Island Management Company, LLC (collectively, the “Seller
Parties”) pursuant to which the Company acquired the properties and assets from the Seller Parties set forth in the Purchase and
Sale Agreements (the “Purchase and Sale Transaction”) for 2,173,913 shares of the Company’s common stock (the “Share
Consideration”), par value $0.0001 per share (“Common Stock”) and $60 million of cash (the “Transaction”).
The Purchase and Sale Agreements with Canyon Creek, Alchemist and Pivotal represented approximately $81 million of the total $83 million
value. With each Purchase and Sale Agreement, the Company purchased oil and gas leases, oil, gas, and mineral leases and subleases, carried
interests, operating rights, record title interests, overriding royalty interests and other interests to the crude oil, gas, casinghead
gas, condensate, natural gas liquids, and other gaseous or liquid hydrocarbons (including ethane, propane, iso-butane, nor-butane, gasoline,
and scrubber liquids) of any type and chemical composition in, on, under, and that may be produced from or are otherwise attributable
to certain properties in Oklahoma (the “Properties”). The Company expects the Transaction to close early in the third quarter
of 2026, subject to customary closing conditions. There can be no assurance that all of the conditions to closing the Transaction will
be satisfied.
Each
Purchase and Sale Agreement contains representations, warranties and other provisions that were made only for purposes of each particular
Purchase and Sale Agreement as of specific dates and were solely for the benefit of the parties thereto. Each Purchase and Sale Agreement
is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source
of factual, business or operational information about the Company or the Seller Parties or the assets to be acquired from the Seller
Parties. The representations and warranties made by the Company and Seller Parties in each Purchase and Sale Agreement may be (i) qualified
by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties
and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly,
investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts
or circumstances.
The
descriptions of the Purchase and Sale Agreements herein does not purport to be complete and is qualified in its entirety by reference
to the Purchase and Sale Agreements, when filed with the Securities and Exchange Commission (the “SEC”).
Canyon
Creek Acquisition
Pursuant
to the Purchase and Sale Agreement between the Company and Canyon Creek (the “Canyon Creek PSA”), the Company agreed to purchase
certain Properties for consideration comprising (i) $19.986 million of cash and (ii) 1,166,627 shares of Common Stock (the “Canyon
Creek Share Consideration”), each subject to purchase price adjustments and customary closing adjustments. The Canyon Creek PSA
contains customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of
this size and nature, provides the parties thereto with specified rights and obligations and allocates risk among them in a customary
manner.
Under
the Canyon Creek PSA, the Company agreed to enter into a registration rights agreement with Canyon Creek or its designee in connection
with the closing of the Canyon Creek Acquisition (the “Canyon Creek Registration Rights Agreement”). Pursuant to the terms
of the Canyon Creek Registration Rights Agreement, the Company will agree to register under the Securities Act of 1933, as amended (the
“Securities Act”), the resale of the shares of Common Stock to be issued as part of the Canyon Creek Share Consideration
and to grant such person certain rights to request and/or participate in underwritten offerings. The foregoing description of the Canyon
Creek Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Canyon
Creek Registration Rights Agreement included as Exhibit C to the Canyon Creek PSA to be filed with the SEC.
Alchemist
Acquisition
Pursuant
to the Purchase and Sale Agreement between the Company and Alchemist (the “Alchemist PSA”), the Company agreed to purchase
certain Properties for consideration comprising (i) $25.395 million of cash and (ii) 920,109 shares of Common Stock (the “Alchemist
Share Consideration”), each subject to purchase price adjustments and customary closing adjustments. The Alchemist PSA contains
customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of this size
and nature, provides the parties thereto with specified rights and obligations and allocates risk among them in a customary manner.
Under
the Alchemist PSA, the Company agreed to enter into a registration rights agreement with Alchemist or its designee in connection with
the closing of the Alchemist Acquisition (the “Alchemist Registration Rights Agreement”). Pursuant to the terms of the Alchemist
Registration Rights Agreement, the Company will agree to register under the Securities Act, the resale of the shares of Common Stock
to be issued as part of the Alchemist Share Consideration and to grant such person certain rights to request and/or participate in underwritten
offerings. This description of the Alchemist Registration Rights Agreement does not purport to be complete and is qualified in its entirety
by reference to the form of Alchemist Registration Rights Agreement included as Exhibit C to the Alchemist PSA to be filed with the SEC.
Pivotal
Acquisition
Pursuant
to the Purchase and Sale Agreement between the Company and Pivotal (the “Pivotal PSA”), the Company agreed to purchase certain
Properties for consideration comprising $13.125 million of cash, subject to purchase price adjustments and customary closing adjustments.
The Pivotal PSA contains customary representations and warranties, covenants, termination rights and indemnification provisions for a
transaction of this size and nature, provides the parties thereto with specified rights and obligations and allocates risk among them
in a customary manner.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this Current Report on Form 8-K and in our other filings with the SEC, as well as other statements we may make from time to time,
other than statements of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as "may," "will,"
"should," "expects," "intends," "plans," "anticipates," "believes," "estimates,"
"guidance," "outlook," "predicts," "potential," "continue," and similar words or phrases
or the negative of these words or phrases. These statements relate to future events or the Company’s future financial performance
and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, performance,
or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking
statements. Although the Company believes the expectations reflected in the forward-looking statements are reasonable when made, the
Company cannot guarantee future results, levels of activity, performance, or achievements. See the Company’s final prospectus
and definitive proxy statement filed with the SEC, dated January 30, 2026 in the section entitled “Risk Factors” and the
Company’s other filings with the SEC for a discussion of risks and uncertainties. The Company disclaims any obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURE
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:
May 14, 2026
| |
PRESIDIO
PRODUCTION COMPANY |
| |
|
| |
By: |
/s/
Brett Barnes |
| |
Name: |
Brett
Barnes |
| |
Title: |
Executive
Vice President and General Counsel |
3
