Monitor the company's ability to sell the Notes, as there is no minimum offering amount. Track the company's quarterly financials for continued revenue growth and narrowing of losses, as the $178.8M unrealized derivative loss is a non-cash item that may reverse. The restrictive transferability and lack of a trading market make this a buy-and-hold instrument for investors. The Amendment No. 9 from Fortress removes a key obstacle to the offering.
Executive Summary
Phoenix Energy One, LLC filed Amendment No. 1 to its S-1 registration statement for a $100 million continuous offering of 'Phoenix Flex Junior Secured Notes,' a complex structured debt product with ten tranches offering 6.00% to 7.00% interest, put options every 3-18 months, and a 10-year maturity. The proceeds are intended to fund drilling, acquisitions, and working capital. The filing updates information from the original S-1 filed 23 days ago, including a waiver from Fortress Credit Corp. allowing the issuance.
Key Financial Metrics
Key Facts
- Offering up to $100 million in aggregate principal amount of Senior Subordinated Junior Lien Notes (Phoenix Flex Junior Secured Notes).
- Notes have ten tranches with Set Put Intervals of 3, 6, 9, 12, or 18 months, interest rates from 6.00% to 7.00%.
- Maturity is 10 years from date of initial issuance.
- Notes are secured on a junior basis by mortgages on certain properties, junior to $525 million Fortress Credit Agreement.
- As of March 31, 2026, the company had total indebtedness of approximately $1.7 billion, with $812.3 million ranking senior to these notes.
- Revenue for Q1 2026 was $298.7 million, up 158% YoY from $115.7 million.
- Q1 2026 net loss was $(140.1) million, compared to net income of $5.6 million in Q1 2025, driven by a $178.8 million unrealized derivative loss.
- Net proceeds estimated at approximately $98.0 million.
- Amendment No. 9 to the Fortress Credit Agreement, dated June 1, 2026, permits issuance of the Notes.
- Notes are not listed on any exchange and are transferable only with the issuer's consent.
Financial Impact
$100 million gross proceeds; estimated net proceeds of $98.0 million. Revenue for Q1 2026 was $298.7 million, Net loss of $(140.1) million.
Risk Factors
- Notes are contractually subordinated to $812.3 million of Senior Debt, including the Fortress Credit Agreement.
- Notes are structurally subordinated to all obligations of subsidiaries, including Adamantium Capital LLC.
- Limited redemption rights (annual cap of 10% of outstanding principal) and risk of Account Confirmation Failure at maturity.
- No established trading market; notes are transferable only with issuer's consent.
- Company needs to raise an additional $669.8 million through 2028 to develop reserves, indicating ongoing capital needs.
- Company reported a net loss and negative EBITDA for Q1 2026.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001193125-26-282889 |
| Document: d125339dex991.htm | 0001193125-26-282889 |
| Document: d125339dex231.htm | 0001193125-26-282889 |
| Document: 0001193125-26-282889-index-headers.html | 0001193125-26-282889 |
| Document: 0001193125-26-282889-index.html | 0001193125-26-282889 |
| Document: 0001193125-26-282889.txt | 0001193125-26-282889 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | S-1 | $25.10 $25.75 | ▼ −2.59% | ▼ −1.88% | $25.75 (−2.59%) |
Oct 22, 2026 4d ago | 8-K | $25.10 $25.75 | ▼ −2.59% | ▼ −1.88% | $25.75 (−2.59%) |
Aug 17, 2026 10w ago | Court Ruling | $23.83 $24.03 | ▲ +0.84% | ▲ +0.63% | $25.75 (+8.05%) |
Jul 8, 2026 15w ago | EFFECT | $24.16 $24.18 | ▲ +0.10% | ▼ −0.74% | $25.75 (+6.60%) |
Jun 25, 2026 17w ago | S-1/A | $24.95 $25.10 | ▲ +0.60% | ▼ −1.05% | $25.75 (+3.21%) |
Jun 2, 2026 20w ago | S-1 | $23.99 $24.16 | ▲ +0.70% | ▲ +0.30% | $25.75 (+7.32%) |
Jun 2, 2026 20w ago | 8-K | $23.93 $23.99 | ▲ +0.28% | ▲ +1.01% | $25.75 (+7.63%) |
US Market Status
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