PRESIDIO PRODUCTION Co 8-K

What Happened
Presidio Production Company announced it closed purchase and sale agreements on July 1, 2026 to acquire oil & gas interests in Oklahoma and simultaneously entered a $1.0 billion senior secured warehouse credit facility. The Company paid approximately $52.5 million in cash and issued 1,930,156 shares of Class A common stock as part of the consideration. Canyon Creek Energy – Arkoma, Alchemist Energy LeaseCo and Pivotal Arkoma Basin II accounted for roughly 98% of the aggregate consideration value; Pivotal received cash only.

Key Details

• Closing date: July 1, 2026; press release issued July 2, 2026.
• Consideration: ~$52.5 million cash + 1,930,156 shares of Class A common stock. Issuance relied on Section 4(a)(2) (unregistered sale).
• Registration rights: Sellers (except Pivotal) received customary registration and piggyback rights for the issued stock.
• Loan facility: up to $1.0 billion senior secured warehouse facility (Loan & Security Agreement with Goldman Sachs Bank USA as agent). Initial closing-date loan drawn = $55.0 million; $945.0 million of delayed-draw commitments available for two years.
• Interest & fees: Borrower elects base rate or Term SOFR + margin (initial margins: Term SOFR +3.00% or base rate +2.00%, increasing in later periods); customary fees and breakage costs apply.
• Security & guarantees: Facility is guaranteed by certain subsidiaries and secured by first-priority liens on substantially all assets of borrower/guarantors. Presidio provided a non‑recourse carve‑out Limited Guarantee exposing the parent to specified carve‑out losses and springing recourse in customary circumstances.
• Covenants & covenants metrics: Includes customary affirmative/negative covenants, required hedging and reporting, minimum debt service coverage ratio of 1.10x, and maximum LTV of 70% (steps down to 65% after the fifth full fiscal quarter). Loans mature three years after funding (delayed draws no later than five years after closing).

Why It Matters
This filing shows Presidio added Oklahoma oil & gas assets and paid part of the purchase with stock, which dilutes equity holders modestly (1,930,156 shares issued). More importantly, the $1.0 billion warehouse facility—with $55 million drawn at close and substantial delayed‑draw capacity—gives Presidio committed financing to make further acquisitions subject to lender approvals and covenant tests. Investors should note the new secured debt and related covenants and guarantees can limit corporate flexibility and introduce leverage risk, while the registration rights provide a pathway for sellers to resell the stock consideration.