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Phoenix Energy One, LLC entered into an indenture with Odyssey Transfer and Trust Company providing for the issuance of up to $100,000,000 of Senior Subordinated Junior Lien Notes. These notes are registered on an effective Form S-1 for continuous offering under Rule 415.
The Notes mature 10 years from initial issuance and bear interest between 6.00% and 7.00% per year, depending on three- to eighteen‑month intervals at which holders may request redemption on specified Set Put Dates. Investors can choose cash-pay monthly interest or daily compounding interest payable at redemption or maturity.
The Notes are secured on a junior lien basis and are contractually subordinated to Senior Debt, including the Fortress Credit Agreement. A Junior Lien Intercreditor Agreement gives Fortress, as first lien collateral agent, priority over shared collateral and exclusive remedies until first lien obligations are discharged. The indenture also requires a Loan‑to‑Value Ratio of 1.00 to 1.00 and sets payment and covenant default cure periods.
Phoenix Energy One, LLC is offering up to $100,000,000 of Phoenix Flex Junior Secured senior subordinated junior lien notes in a continuous public offering. The notes have a 10-year maturity and pay fixed interest between 6.00% and 7.00%, in either cash or compounded form, with investor-selected put intervals from three to eighteen months.
The notes are secured on a junior lien basis by selected collateral, but are contractually subordinated to $812.3 million of Senior Debt and structurally subordinated to all subsidiary obligations, creating meaningful hierarchy of claims. After this offering, total indebtedness would be about $1,802.3 million, alongside $67.6 million of preferred equity, while significant additional capital—about $669.8 million through the end of 2028—is expected to be needed to develop reserves. The notes are sold directly on a commercially reasonable efforts basis, are not exchange-listed, are transferable only with company consent, and investors should be prepared to hold to maturity despite limited put and redemption features.
Phoenix Energy One, LLC is offering $100,000,000 of Phoenix Flex Junior Secured Senior Subordinated Junior Lien Notes in a continuous public offering. The Notes have ten-year maturity, pay interest between 6.00% and 7.00% in cash or daily-compounded form, and allow investors to choose three‑ to eighteen‑month put intervals.
The Notes are junior‑lien, senior subordinated obligations secured on a junior basis to $525.0 million of senior priority debt under the Fortress Credit Agreement and rank behind $812.3 million of Senior Debt. As of March 31, 2026, pro forma total indebtedness would be about $1,802.3 million versus $1,977.7 million of total assets, reflecting a highly leveraged balance sheet.
Management reports rapid growth, with 2025 revenue of $687.2 million and total proved reserves PV‑10 of $1,781.4 million, but also significant capital needs. They estimate $1,064.1 million and $2,167.3 million of capital expenditures to develop proved and probable undeveloped reserves and expect to raise about $669.8 million in additional capital through the end of 2028, including via these Notes.
Phoenix Energy One, LLC reported that it has entered into a Limited Waiver and Amendment No. 9 to its Amended and Restated Senior Secured Credit Agreement with Fortress Credit Corp. and other lenders. The amendment, effective June 1, 2026, allows the company to issue certain junior lien notes, subject to conditions and limitations set out in the existing credit agreement. This change adjusts the company’s financing flexibility within its secured debt structure but keeps the overall agreement framework in place.
Phoenix Energy One, LLC reported an initial insider ownership position for General Counsel Robert Richard Kaplan Jr. in a Form 3. The filing shows he directly holds 150 Series A Cumulative Redeemable Preferred Shares as of the reported date, with no specific purchase or sale transaction disclosed.
Phoenix Energy One reported sharply higher first‑quarter activity but swung to a net loss. Revenue rose to $298.7 million from $115.7 million, driven by more operated wells, higher production and new purchased crude oil sales. Total production nearly doubled to 3.42 million Boe, with average daily volumes of 37,976 Boe.
Income from operations increased to $91.8 million, but a $178.8 million loss on crude oil derivatives and higher interest expense of $52.5 million led to a net loss of $140.1 million. Operating cash flow strengthened to $103.8 million, while capital spending reached $238.6 million as the company accelerated drilling and completions.
Total debt expanded to $1.70 billion and total liabilities exceeded assets, resulting in a $63.6 million equity deficit at March 31, 2026. Management acknowledges sizable working capital pressure but believes available liquidity sources and ongoing capital raises support operations for at least twelve months.
Phoenix Energy One, LLC reports rapid expansion in its 2025 annual filing. Revenue grew to $687.2 million from $281.2 million in 2024 and $118.1 million in 2023, with net income of $66.1 million versus prior losses and EBITDA rising to $403.6 million.
The company has shifted from primarily royalty acquisitions to a three-pronged model that now emphasizes direct drilling through PhoenixOp, alongside royalty and non‑operated working interest acquisitions. Production climbed to 9.9 million Boe in 2025, and proved reserves increased to 113.6 million Boe, with additional probable reserves of 228.0 million Boe.
Growth is funded by significant leverage. As of December 31, 2025, total assets were $1,806.8 million and total liabilities $1,728.6 million, including $1,529.9 million of indebtedness. Management estimates $1,064.1 million and $2,167.3 million of capital will be required to develop proved and probable undeveloped reserves and plans to raise about $669.8 million of additional capital through the end of 2028.
Phoenix Energy One, LLC entered into Amendment No. 8 to its Amended and Restated Senior Secured Credit Agreement with Fortress Credit Corp. and other lenders. The amendment establishes $75 million in Amendment No. 7 discretionary delayed draw term loan commitments, all of which were drawn on the amendment’s effective date of February 12, 2026. This reduces the aggregate principal amount available on a discretionary basis during the Amendment No. 7 delayed draw term loan availability period from $300 million to $225 million and carries an original issue discount of 3.00%. The amendment also provides limited waivers to certain financial covenants, including the total secured leverage ratio, current ratio over a specified late‑2025 to early‑2026 period, and the asset coverage ratio as of December 31, 2025. Phoenix Energy One and Phoenix Operating LLC plan to use the new term loan commitments to finance development of their oil and gas properties under an approved development plan in the credit agreement.
Phoenix Energy One, LLC entered into new employment agreements with its Chief Executive Officer, Adam Ferrari, Chief Financial Officer, Curtis Allen, and Chief Business Officer, Lindsey Wilson, effective January 1, 2026. These agreements replace prior contracts that had been in place since January 2025.
Under the new agreements, Mr. Ferrari and Mr. Allen will continue to receive variable revenue-based compensation for fiscal year 2026, now set at 0.9% and 0.45% of assumed gross revenue, respectively, reduced from 1.1% and 0.55% under their prior agreements. Ms. Wilson’s compensation structure shifts from variable revenue-based compensation to a base salary of $575,000 for fiscal year 2026, which the Company may change upon notice. The non-executive members of the board of directors approved these new agreements in line with the Company’s governance policies.
Phoenix Energy One, LLC reported that it entered into a Transition and Separation Agreement with Brandon K. Allen following his resignation on November 3, 2025. Under this agreement, Mr. Allen will serve in a non-employee advisory role for one year from the separation date to help transition his former duties and responsibilities. In return for these services and his release of claims and other commitments, the Company will pay him $1,000,000 in substantially equal installments over the 12-month period following the separation date, following the normal payroll schedule.
The filing notes that, under pre-existing equity agreements, all Class A and Class B Units previously issued to Mr. Allen by Phoenix Equity Holdings, LLC were forfeited for no consideration on the separation date. The agreement also includes a general release of claims in favor of the Company and its affiliates, as well as non-disparagement, confidentiality, cooperation provisions, and reaffirmation of certain restrictive covenants.