PRESIDIO PRODUCTION Co

8-K · ea0294168-8k_presidio.htm iXBRL

0002083125

 2026-06-09
 2026-06-09

 0002083125

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 2026-06-09
 2026-06-09

 0002083125

 FTW:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember

 2026-06-09
 2026-06-09

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 UNITED
STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

  

  

 FORM
 8-K

  

  

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d)

 of
the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 9, 2026

  

 PRESIDIO
PRODUCTION COMPANY

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-43179
  
 39-3528250

 (State
 or Other Jurisdiction

of Incorporation)
  
 (Commission
 File Number)
  
 (IRS
 Employer

Identification No.)

  

 500
 W. 7th Street

 Suite 1500

 Fort Worth , Texas
  
 76102

 (Address
 of Principal Executive Office)
  
 (Zip
 Code)

  

 Registrant’s
Telephone Number, Including Area Code: ( 817 ) - 382-3664

  

  

 (Former
Name or Former Address, if Changed Since Last Report): Not Applicable

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered, pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Class
 A Common Stock, par value $0.0001 per share
  
 FTW
  
 New
 York Stock Exchange

 Warrants,
 each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
  
 FTW
 WS
  
 New
 York Stock Exchange

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

  

 Emerging
Growth Company ☒

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

 Item 1.01 Entry into a Material Definitive Agreement

  

 On
June 9, 2026, Presidio Finance LLC (the “Issuer”), a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary
of Presidio Production Company (the “Company”), issued in a private offering (the “Offering”) $350 million in
aggregate principal amount of fixed-rate asset-backed securities, consisting of $175 million aggregate principal amount of 5.902% Class
A-1 Notes due 2041 and $175 million in principal amount of 6.717% Class A-2 Notes due 2041 (collectively, the “ABS III Notes”)
pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).  

  

 The
ABS III Notes were issued under a Second Amended and Restated Indenture (the “2nd A&R Indenture”) and related Series
2026-1 Supplement (the “Supplement” and together with the 2nd A&R Indenture, the “Indenture”) each dated
June 9, 2026, by and among the Issuer, Presidio Finance Nominee Corp. (“Finance NomCo”), and UMB Bank, N.A., as Indenture
Trustee (the “Trustee”) and are guaranteed by Finance NomCo and Presidio Finance Holding Company LLC (collectively, the “Guarantors”),
which are also limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company.

  

 The
net proceeds from the Offering were used (i) to redeem in full the outstanding Series 2023-1, Class A-1 7.806% Notes and Series
2023-1, Class A-2 8.418% Notes, each due 2038 (the “Existing Notes”), (ii) to pay any related premiums, fees and expenses,
including accrued and unpaid interest on the Existing Notes and the initial deposit of the liquidity reserve amount for the ABS III Notes,
and (iii) for general corporate purposes.

  

 The
Series 2026-1 Class A-1 Notes have a final scheduled payment date in August 2033 and the Series 2026-1 Class A-2 Notes have a final scheduled
payment date in February 2035 (each such date, with respect to the applicable Series 2026-1 Class A-1 or Class A-2 Notes, a “Final
Scheduled Payment Date”).

  

 The
ABS III Notes are primarily secured by specific upstream producing assets in Texas and Oklahoma that previously served as collateral
for the Existing Notes.

  

 The
ABS III Notes, via the Indenture and related documentation, are governed by a series of covenants and restrictions typical for such transactions,
including (i) the requirement for the Issuer to maintain a specified reserve account to ensure the payment of interest, (ii) provisions
for optional and mandatory prepayments and specified make-whole payments under certain conditions, (iii) covenants related to recordkeeping,
access to information and similar matters, and (iv) compliance with all applicable laws and regulations.

  

 The
ABS III Notes are also subject to customary accelerated amortization events as outlined in the Indenture, which events include failure
to maintain specified debt service coverage and loan to value ratios, failure to meet certain production metrics, certain management
services agreement termination events, non-compliance with hedging requirements, the failure to repay or refinance the ABS III Notes
by the applicable Final Scheduled Payment Date and other events of default.  The ABS III Notes are also subject to a customary increase
in coupon if not repaid or refinanced by the applicable Final Scheduled Payment Date.

  

 Additionally,
the ABS III Notes are subject to customary events of default, which include non-payment of required interest, principal, or other amounts
due, failure to comply with covenants within specified time frames, certain bankruptcy events, breaches of specified representations
and warranties, failure of security interests to be effective, and a change of control event that is not a permitted change of control.

  

 The
foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies
of the Indenture and the Supplement, which have been filed as Exhibits 4.1 and 4.2, respectively, hereto and are hereby incorporated
herein by reference.

  

 1

  

 Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

  

 The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

  

 Item
7.01 Regulation FD Disclosure

  

 On
June 9, 2026, the Company issued a press release announcing the issuance of the ABS III Notes. A copy of the press release is furnished
as Exhibit 99.1 hereto and incorporated herein by reference.

  

 The
information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such filing. 

  

 Item 9.01 Financial Statements and Exhibits

  

 (d)
Exhibits

  

 Exhibit
 No.
  
 Description

 4.1#
  
 Second Amended and Restated Indenture, dated June 9, 2026, by and among Presidio Finance LLC, as Issuer, Presidio Finance Nominee Corp., and UMB Bank, N.A., as Indenture Trustee

 4.2#
  
 Series 2026-1 Supplement, dated June 9, 2026, by and among Presidio Finance LLC, as Issuer, Presidio Finance Nominee Corp., and UMB Bank, N.A., as Indenture Trustee

 99.1
  
 Press Release, dated June 9, 2026

 104
  
 Cover
 Page Interactive Data File (embedded within Inline XBRL document)

  

 # Certain
schedules and attachments have been omitted. The registrant hereby undertakes to provide further information regarding such omitted materials
to the Securities and Exchange Commission upon request.

  

 2

  

 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.

  

 Dated:
June 10, 2026

  

  
 PRESIDIO
 PRODUCTION COMPANY

  
  

  
 By:
 /s/
 Brett Barnes

  
 Name: 
 Brett
 Barnes

  
 Title:
 Executive
 Vice President and General Counsel

  

 3