Infinity Natural Resources (NYSE: INR) prices $550M 7.625% senior notes
Rhea-AI Filing Summary
Infinity Natural Resources, Inc. reported that its subsidiary closed a private offering of $550.0 million of 7.625% senior notes due 2031. The notes are unsecured senior obligations, guaranteed by certain subsidiaries, with interest paid semi-annually starting October 1, 2026.
The company received approximately $537.4 million in net proceeds and plans to repay borrowings under its revolving credit facility and fund general corporate purposes. The notes include optional redemption features beginning in 2028 and a change-of-control repurchase right at 101% of principal plus accrued interest.
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Insights
Infinity raises $550M in senior notes to refinance debt at 7.625%.
Infinity Natural Resources completed a private offering of $550.0 million 7.625% senior notes due 2031, receiving net proceeds of about $537.4 million. The notes are senior unsecured and guaranteed by key subsidiaries, with semi-annual interest payments beginning in October 2026.
Management plans to use proceeds primarily to repay outstanding borrowings under the revolving credit facility and for general corporate purposes. This shifts part of its funding from bank debt to longer-term capital markets debt, fixing interest cost at 7.625% for several years.
The indenture adds typical high-yield covenants and a change-of-control put at 101% of principal. Future filings detailing revolver balances and total debt will clarify how this transaction affects leverage, liquidity headroom under the credit facility, and flexibility under these new covenants.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Indenture and Notes
On March 20, 2026 (the “Closing Date”), Infinity Natural Resources, LLC (the “Issuer”) closed the previously announced private offering of $550.0 million aggregate principal amount of 7.625% senior notes due 2031 (the “Notes”). The Notes were issued under the Indenture, dated as of March 20, 2026 (the “Indenture”), by and among the Issuer, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes are the general unsecured, senior obligations of the Issuer. The Notes are guaranteed on a senior unsecured basis by the Guarantors and may be guaranteed by certain future subsidiaries of the Issuer.
The Notes will mature on April 1, 2031. The Notes bear interest at the rate of 7.625% per annum, payable semi-annually in arrears on each April 1 and October 1, commencing October 1, 2026.
At any time prior to April 1, 2028, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes, with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 40% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture on the Closing Date remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.
At any time prior to April 1, 2028, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at a redemption price equal to 100.00% of the principal amount of the Notes redeemed, plus a “make whole” premium and accrued and unpaid interest, if any, to, but excluding, the date of redemption.
On or after April 1, 2028, the Issuer may redeem the Notes, in whole or in part, at the redemption prices set forth below, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:
| Year |
Percentage | |||
| 2028 |
103.813 | % | ||
| 2029 |
101.906 | % | ||
| 2030 and thereafter |
100.000 | % | ||
If the Issuer experiences certain kinds of changes of control, each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of repurchase.
The Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit the ability of the Issuer and of their restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from its restricted subsidiaries to the Issuers or any of their restricted subsidiaries; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.
Upon an Event of Default (as defined in the Indenture), the Trustee or holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare the principal of and accrued and unpaid interest on the Notes to be due and payable immediately.
The foregoing description of the Indenture is a summary only and is qualified in its entirety by reference to the Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is 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 required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated into this Item 2.03 by reference.
| Item 8.01. | Other Events. |
Notes Offering Pricing
On March 17, 2026, Infinity Natural Resources, Inc. (the “Company”) issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that the Issuer priced the offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Purchase Agreement
On March 17, 2026, the Issuer, the Company and the Guarantors entered into a purchase agreement (the “Purchase Agreement”) with Citigroup Global Markets Inc., as representative of the several initial purchasers named in Schedule I thereto (the “Initial Purchasers”), in connection with the offering (the “Notes Offering”) of the Notes. The Issuer received net proceeds from the Notes Offering of approximately $537.4 million, after deducting the Initial Purchasers’ discount and estimated offering expenses. The Issuer intends to use the net proceeds from the Notes Offering to repay outstanding borrowings under our Credit Facility and for general corporate purposes.
The Purchase Agreement contains customary representations, warranties and agreements by the Issuer and the Guarantors and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Issuer and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make because of any of those liabilities. Furthermore, the Issuer and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities issued or guaranteed by the Issuer or the Guarantors having more than one year until maturity for a period of 60 days after the date of the Purchase Agreement without the prior written consent of the Representative.
Certain of the Initial Purchasers and/or their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Issuer, for which they received or will receive customary fees and expenses. Certain of the Initial Purchasers and/or their affiliates are lenders under the Issuer’s revolving credit facility. In particular, an affiliate of Citigroup Global Markets Inc. is the administrative agent under the Issuer’s revolving credit facility. Accordingly, any such Initial Purchasers and/or their affiliates will receive a portion of the net proceeds from the Notes Offering from the repayment of amounts outstanding under the Issuer’s revolving credit facility. In the ordinary course of their various business activities, the Initial Purchasers and their respective affiliates may make or hold a broad array of investments, including serving as counterparties to certain derivative and hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the Issuer.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 4.1* | Indenture, dated as of March 20, 2026, by and among Infinity Natural Resources, LLC, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.2 | Form of 7.625% Senior Notes due 2031 (included as Exhibit A in Exhibit 4.1 hereto). | |
| 99.1 | Press Release, dated March 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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.
| INFINITY NATURAL RESOURCES, INC. | ||
| By: | /s/ Zack Arnold | |
| Zack Arnold | ||
| President and Chief Executive Officer | ||
Dated: March 23, 2026
Exhibit 99.1
Infinity Natural Resources Announces Pricing of Upsized
Offering of $550 Million of 7.625% Senior Notes due 2031
March 17, 2026
MORGANTOWN, W. Va. —(BUSINESS WIRE)— Infinity Natural Resources, Inc. (“Infinity” or the “Company”) (NYSE: INR) today announced that its subsidiary, Infinity Natural Resources, LLC (the “Issuer”), priced its previously announced private placement (the “Notes Offering”) of $550 million in aggregate principal amount of 7.625% senior notes due 2031 (the “Notes”). The size of this offering was increased from the previously announced $500 million to $550 million. The Notes mature on April 1, 2031, and interest is payable on April 1 and October 1 of each year, beginning on October 1, 2026. The Notes were priced at par. The Notes will be guaranteed on a senior unsecured basis by all of the Issuer’s subsidiaries that guarantee the Issuer’s indebtedness under its revolving credit facility.
The Notes Offering is expected to close on March 20, 2026 and is conditioned upon the satisfaction of customary closing conditions. The Issuer intends to use the net proceeds from the offering to repay outstanding borrowings under its revolving credit facility and for general corporate purposes.
The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other security of the Issuer, and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale, of the Notes or any other security of the Issuer in any jurisdiction in which such offer, solicitation or sale is unlawful or to any person to whom it is unlawful to make such offer, solicitation or sale. The Notes Offering is being made solely pursuant to a private offering memorandum and only to such persons and in such jurisdictions as are permitted under applicable law.
About Infinity
Infinity (NYSE: INR) is a growth oriented, independent energy company focused on the acquisition, development, and production of hydrocarbons in the Appalachian Basin. Our operations are focused on the Utica Shale in eastern Ohio as well as our stacked dry gas assets in both the Marcellus and Utica Shales in southwestern Pennsylvania.
Cautionary Statement Regarding Forward-Looking Statements
This release contains statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, in contrast with statements that reflect historical facts. All statements, other than statements of historical fact, included in this release regarding, without limitation, the Notes Offering and the intended use of proceeds, including to repay outstanding borrowings under the Issuer’s revolving credit facility, the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management, future commodity prices, future production targets, leverage targets or debt repayment, hedging strategy, future capital spending plans, capital efficiency, the Company’s ability to make share repurchases, expected drilling and completions plans and projected well costs are forward-looking statements. When used in this release, words such as “may,” “assume,” “forecast,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events at the time such statement was made.
Such statements are subject to a number of assumptions, risks and uncertainties, including those incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids (NGLs), most of which are difficult to predict and many of which are beyond the control of the Company. These include, but are not limited to, the Company’s failure to realize, in full or at all, the anticipated benefits of this Notes Offering; commodity price volatility; inflation; lack of availability and cost of drilling, completion and production equipment and services; supply chain disruption; project construction delays; environmental risks; drilling, completion and other operating risks; lack of availability or capacity of midstream gathering and transportation infrastructure; regulatory changes; the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital; the timing of development expenditures; the concentration of the Company’s operations in the Appalachian Basin; difficult and adverse conditions in the domestic and global capital and credit markets; impacts of geopolitical events and world health events, including trade wars; lack of transportation and storage capacity as a result of oversupply, government regulations or other factors; potential financial losses or earnings reductions resulting from the Company’s commodity price risk management program or any inability to manage its commodity risks; failure to realize expected value creation from property acquisitions and trades; weather related risks; competition in the oil and natural gas industry; loss of production and leasehold rights due to mechanical failure or depletion of wells and the Company’s inability to re-establish production; the Company’s ability to service its indebtedness; political and economic conditions and events in foreign oil and natural gas producing countries, including embargoes, armed conflict, political instability and civil unrest, including instability in the Middle East, Venezuela and Mexico and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America, China and Russia, and acts of terrorism or sabotage; evolving cybersecurity risks such as those involving unauthorized access, denial-of-service attacks, malicious software, data privacy breaches by employees, insiders or others with authorized access, cyber or phishing-attacks, ransomware, social engineering, physical breaches or other actions; risks related to the Company’s ability to expand its business, including through the recruitment and retention of qualified personnel; and the other risks described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
Please read the Company’s filings with the SEC, including “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, and in the Company’s other filings we make with the SEC, for a discussion of the risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. As a result, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Therefore, these forward-looking statements are not a guarantee of the Company’s performance, and you should not place undue reliance on such statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law.
Thomas Marchetti
Vice President, Investor Relations
Infinity Natural Resources, Inc.
Email: ir@infinitynr.com
Source: Infinity Natural Resources, Inc.
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Filing Exhibits & Attachments
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