IPO - Phoenix Capital Group Holdings, LLC

Form Type: 424B4

Filing Date: 2025-05-14

Corporate Action: Ipo

Type: New

Accession Number: 000119312525119952

Filing Summary: Phoenix Energy One, LLC is conducting an initial public offering of $750,000,000 in Senior Subordinated Notes with various interest rates and maturities ranging from three to eleven years. The offering includes a total of $750 million across multiple classifications of notes, including 9.0% Cash Interest Notes, 10.0% Five-Year Compound Interest Notes, and 12.0% Eleven-Year Cash Interest Notes. Interest payments will be made monthly, and the notes will rank above other subordinated debts but junior to secured debts. The company aims to use proceeds to address its considerable indebtedness, which stood at approximately $1,109.4 million as of March 31, 2025, with $550.2 million ranking senior to the notes being offered. Despite expectations of sufficient cash flow to cover obligations, there are significant risks due to past net losses and large expected capital expenditures to fund future growth. The company, controlled by Phoenix Equity Holdings, LLC, is issuing these notes directly without underwriters, anticipating further developments in its debt levels to support its operations and asset acquisition. Investors are advised of high investment risks and suitability requirements for purchases of the Notes.

Form Type: S-1/A

Filing Date: 2025-05-09

Corporate Action: Ipo

Type: New

Accession Number: 000119312525116847

Filing Summary: Phoenix Energy One, LLC is filing an amendment to its registration statement under the Securities Act of 1933 for the initial public offering of up to $750,000,000 in Senior Subordinated Notes. The offering includes various maturities and interest rates ranging from 9.00% to 12.00%. This prospectus outlines the terms of the proposed notes offering, which are unsecured and subordinated to other senior debt. The company plans to use proceeds for operational and capital expenditure needs while managing its current debt obligations. There is a significant risk associated with the notes due to the company's past net losses and reliance on additional capital for growth. The registration statement outlines the management structure, financial overview, and risk factors related to the investment in the notes. The offering will be conducted without an underwriter, using Dalmore Group, LLC as the managing broker-dealer, while emphasizing the need for investors to meet suitability requirements before purchasing the notes.

Form Type: S-1/A

Filing Date: 2025-04-25

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525097152

Filing Summary: Phoenix Energy One, LLC is registering for an initial public offering (IPO) of up to $750,000,000 in aggregate principal amount of Senior Subordinated Notes. The offering consists of several different types of notes with varying interest rates and maturities, including 9.0% Three-Year Cash Interest Notes, 10.0% Five-Year Compound Interest Notes, and 12.0% Eleven-Year Cash Interest Notes among others. The notes are unsecured senior subordinated obligations and will rank senior to existing debts that are expressly subordinated to the notes. As of March 31, 2025, the company reported approximately $1,109.4 million in outstanding indebtedness. It recorded net losses in 2023 and 2024, totaling $24.8 million and $16.2 million respectively, while achieving a net income of $5.7 million in 2022. The company anticipates that it will need to raise approximately $658.9 million in additional capital by 2028 and expects cash flows to be sufficient to service debt but warns of potential sufficiency issues. The offering will be conducted directly without an underwriter and sales will commence after approval from the SEC.

Form Type: S-1/A

Filing Date: 2025-03-28

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525067203

Filing Summary: Phoenix Energy One, LLC is filing an amendment to its registration statement under the Securities Act of 1933 to offer Senior Subordinated Notes with an aggregate principal amount of up to $750 million. The offering includes various Notes with maturities ranging from three to eleven years and interest rates between 9% and 12%. The Notes are unsecured obligations that will rank senior to existing and future indebtedness that is subordinated to the Notes. As of February 28, 2025, the company held approximately $1,055.7 million in outstanding debt. The company recorded substantial net losses in 2023 and 2024, necessitating additional debt to finance growth. The offering is to be conducted without underwriters, utilizing Dalmore Group, LLC as the managing broker-dealer. The document outlines the structure and types of Notes being offered, their associated risks, and the financial positions of the company, emphasizing the need for potential investors to be aware of their suitability for this investment.

Form Type: S-1/A

Filing Date: 2024-12-30

Corporate Action: Ipo

Type: New

Accession Number: 000119312524286101

Filing Summary: Phoenix Capital Group Holdings, LLC has filed an amendment to its S-1 registration statement with the U.S. Securities and Exchange Commission for the initial public offering of up to $750,000,000 in Senior Subordinated Notes. The offering includes multiple series of notes with different maturities and interest rates, ranging from 9.0% to 12.0%. The notes will be unsecured and subordinated to any secured debt. Furthermore, the company emphasizes that investors will not have a trading market for these notes, and they are intended for investors who can afford to lose their entire investment. The registration statement indicates that the offering is being conducted on a continuous basis and may involve additional amendments or supplements as needed.