M&A - Prairie Operating Co.

Form Type: S-3

Filing Date: 2025-04-22

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225005703

Filing Summary: Prairie Operating Co. filed a Form S-3 registration statement to register securities totaling up to $500,000,000, including common stock, preferred stock, warrants, units, and rights. This registration covers both the direct sale of shares by Prairie as well as the resale by certain stockholders of 12,847,682 shares of common stock. Among these, 3,656,099 shares were issued as part of an acquisition from Bayswater Exploration & Production, LLC, completed on March 26, 2025. The offering is allowed under a ‘shelf’ registration, enabling the company to sell these securities over time in response to market conditions. As of April 21, 2025, the last recorded price of the common stock was $4.03. The company emphasizes that the prospectus does not constitute an offer to sell, and investments should only be made following the details provided in the prospectus and any supplements. The company is a smaller reporting company and intends to utilize the proceeds from this offering for general corporate purposes, including possibly funding acquisitions and development programs.

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Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225002082

Filing Summary: On March 26, 2025, Prairie Operating Co. amended and restated its reserve-based credit agreement, increasing the maximum credit commitment to $1.0 billion. A significant portion of this agreement includes a $475.0 million borrowing base with specific conditions set for collateral and operational restrictions. The company also finalized the Bayswater Acquisition, acquiring oil and gas assets valued at $602.75 million, for which it paid approximately $483.5 million after adjustments. This acquisition involved both cash and the issuance of 3,656,099 shares of common stock as part of the Equity Consideration. Moreover, the company established obligations concerning the creation of a financial obligation under their amended credit agreement, which outlines specific financial maintenance covenants and hedging requirements for future production. Notably, the completion of the Bayswater Acquisition was confirmed in the document, representing a significant strategic move for the company in the oil and gas sector.

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Form Type: 424B5

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225000362

Filing Summary: Prairie Operating Co. is offering $35,000,000 worth of common stock, trading under the symbol 'PROP' on NASDAQ. Alongside this offering, the company is concurrently offering 150,000 shares of Series F Convertible Preferred Stock, with potential gross proceeds of approximately $150 million if successful. This offering is not contingent upon the success of the preferred stock offering. Proceeds will be used to finance a portion of the Bayswater Acquisition, which entails the purchase of assets in the DJ Basin and is expected to significantly impact the company's operations. The document outlines risks associated with the offerings and the acquisition, emphasizing potential changes in financial performance and operational capabilities post-acquisition. Underwriters, including Citigroup and KeyBanc Capital Markets, have been appointed for the offerings. The SEC has not yet reviewed the offering.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225000353

Filing Summary: Prairie Operating Co. reported the acquisition of certain oil and gas properties from Bayswater Resources and its affiliates, as detailed in a previous filing on February 7, 2025. This report includes critical financial data, such as the audited combined statement of revenue and direct operating expenses for the acquired properties for the years ended December 31, 2024, and 2023, as well as management's discussion and analysis of the results of operations for these properties. Additionally, it contains unaudited pro forma condensed combined financial information for Prairie Operating Co. as of December 31, 2024, along with a report on estimated pro forma reserves from independent petroleum engineers. The new financial statements supersede previously filed pro forma financial statements from February 7, 2025.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225000369

Filing Summary: Prairie Operating Co. is set to enter into a Securities Purchase Agreement with various investors, aiming to sell 150,000 shares of Series F Preferred Stock at a price of $1,000 per share. The sale is expected to yield around $140.8 million in net proceeds. These proceeds will predominantly facilitate the acquisition of oil and gas properties from Bayswater Resources, LLC, previously announced in February 2025. The acquisition is detailed in the Purchase and Sale Agreement with Bayswater and is anticipated to close on or around March 26, 2025. Alongside this, a concurrent offering of $35.0 million in common stock is planned. The document outlines the terms related to the Preferred Shares, including dividends starting at 12% and a planned increase to 25% after a certain date, as well as details on warrants that may be issued based on the share performance after one year. The Purchase Agreement restricts the issuance of new equity securities for a defined period and includes provisions it aligns with various regulatory requirements and corporate governance issues concerning stockholder approval for certain actions.

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Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225010500

Filing Summary: On March 14, 2025, Prairie Operating Co. entered into an Amendment to a Purchase and Sale Agreement originally dated February 6, 2025, involving several subsidiaries of Prairie Operating Co. and Bayswater Resources and its affiliates. The Amendment extends the Outside Date for termination of the PSA to March 20, 2025, and specifies that the Base Amount of equity consideration for closing will amount to $16.0 million, with a maximum of 5,249,639 shares to be issued to Bayswater E&P. This action reflects Prairie Operating Co.'s ongoing acquisition strategy involving these asset transactions.

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Form Type: 424B5

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225005289

Filing Summary: Prairie Operating Co. is offering shares of its common stock with an aggregate value of $200,000,000 as part of a preliminary prospectus supplement. The company trades on NASDAQ under the symbol 'PROP', with the last reported sale price at $8.64 per share on February 6, 2025. The offering involves granting underwriters an option to purchase an additional $30,000,000 of shares within 30 days. This offering is part of a universal shelf registration statement initially filed on October 18, 2024, with effective amendments. An important aspect of this offering is its use of proceeds, primarily to fund the upcoming Bayswater Acquisition, a significant transaction wherein Prairie intends to acquire the Bayswater Assets under terms stated in the Purchase and Sale Agreement dated February 6, 2025. This acquisition is vital for Prairie's strategic growth, enhancing their portfolio in the DJ Basin and increasing their operational capacity. The company's previous credit agreements and newly proposed terms are also highlighted, indicating plans for financial restructuring to support this acquisition. This offering will be subject to market conditions and regulatory approvals, specifically emphasizing the risks and waivers surrounding forward-looking statements regarding operational efficiency, integration of assets, and regulatory compliance.

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Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225005286

Filing Summary: On February 6, 2025, Prairie Operating Co. entered into a Purchase and Sale Agreement (PSA) with Bayswater Resources and its affiliates to acquire certain oil and gas assets for a purchase price of $602.75 million, payable in cash and shares. The acquisition is anticipated to close in February 2025, with an effective economic date of December 1, 2024. The PSA includes a registration rights agreement for the resale of shares under the Securities Act. Prairie Operating intends to fund part of the acquisition through a New Credit Agreement, which aims to increase the borrowing base and extend the maturity date. This acquisition is considered significant and will impact the company's operations and financial structure moving forward.

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Form Type: CORRESP

Filing Date: 2024-12-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315224050301

Filing Summary: Prairie Operating Co. responded to comments from the SEC regarding their Registration Statement on Form S-3, specifically related to the NRO asset purchase agreement. The purchase price was amended to $84.5 million, but only $55.8 million has been transferred, with the difference attributed to customary closing price adjustments based on NRO’s revenues and expenses from the effective date through the closing date, as well as property and severance tax liabilities. The company intends to clarify these adjustments in future filings.

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Form Type: CORRESP

Filing Date: 2024-11-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315224047457

Filing Summary: Prairie Operating Co. submitted a response to comments from the Securities and Exchange Commission regarding its Registration Statement on Form S-3 filed on October 18, 2024. Key points include the acknowledgment of comments relating to the Standby Equity Purchase Agreement and registration rights agreement with YA II PN, LTD., clarifying risks under Regulation M, and confirming market value qualifications under Form S-3. The document discusses amendments made to ensure compliance with SEC regulations, including updates on common stock shares, registration of commitment shares, and material terms concerning warrants and swap notes. The company also highlighted the upcoming filing of unaudited pro forma financial information regarding its acquisition of assets from Nickel Road Operating LLC for the specified periods.

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