Each one in plain English, with the numbers worked through for a shareholder.
8 July 2026material agreement● NeutralMajor
On July 7, 2026, the company signed an indenture with Odyssey Transfer and Trust Company allowing up to $100,000,000 of Senior Subordinated Junior Lien Notes, registered on a continuous basis under an S-1 declared effective that day. The 10-year notes pay 6.00% to 7.00% interest depending on how often holders can request redemption, are secured behind Fortress's first lien, are unguaranteed by subsidiaries, and require a 1.00 to 1.00 Loan-to-Value Ratio. Holders can ask for redemption at set intervals, and under an intercreditor agreement Fortress alone controls remedies on shared collateral until its debt is discharged.
On June 1, 2026, the company signed a Limited Waiver and Amendment No. 9 to the Fortress credit agreement, which, among other things, permits it to issue certain junior lien notes within the credit agreement's conditions. The filing does not give amounts or further waiver details; this opens the way for the junior lien notes issued the following month.
On February 12, 2026, Amendment No. 8 to the Fortress credit agreement set up $75 million of discretionary delayed draw term loans, all drawn immediately, cutting the remaining discretionary amount from $300 million to $225 million; these carry 3.00% original issue discount. Lenders also waived three covenant requirements: Total Secured Leverage Ratio as of December 31, 2025, the Current Ratio of 0.80 to 1.00 for November 30, 2025 through January 31, 2026, and the Asset Coverage Ratio as of December 31, 2025. This is the second waiver in successive amendments (after the September 2025 Current Ratio waiver), and the filing does not say why the covenants were not met.
On October 27, 2025, the company signed Amendment No. 7 to the Fortress credit agreement, creating $350 million of Tranche G term loan commitments: $50 million funded immediately and up to $300 million available on a discretionary basis later, with 3.00% original issue discount. Lenders waived the requirement to keep a Current Ratio of at least 0.80 to 1.00 as of September 30, 2025, and Series A preferred redemptions are now capped at $5,000,000 per quarter. The preferred shares are now listed on NYSE American as PHXE.P, so the preferred cap bears directly on those holders.
On August 1, 2025, the company signed Amendment No. 6 to its Fortress credit agreement, adding $100 million of new term loans (Tranche E, borrowed in full) and a $6.5 million Tranche F that is only payable on events such as a payment default or bankruptcy filing. Both carry an 8.9201878% original issue discount and interest at Term SOFR plus 0.10% plus 7.00%. The repayment schedule now requires $200.0 million of principal to be due August 31, 2027, with the rest due at maturity; proceeds are to fund development of its oil and gas properties.
On June 26, 2025, Phoenix Energy One and its lenders, led by Fortress Credit Corp., signed Amendment No. 5 to the senior credit agreement, which allows the company to issue Series A Cumulative Redeemable Preferred Shares and sets rules for paying distributions on and redeeming them. The company also said it filed a Form 1-A offering statement for a potential public offering of those preferred shares, and expects to adopt a new LLC agreement that creates common and preferred shares and a board of directors; the offering is not guaranteed to happen. This follows the Regulation A filing noted a day earlier.
