Phoenix Energy One offers subordinated secured notes; size and price not disclosed in S-1

Filed June 2, 2026 · ~2 min read

Key Changes

• high

  Notes are contractually subordinated to $812.3M of Senior Debt (including $525M under the Fortress Credit Agreement) and structurally subordinated to all subsidiary liabilities; in insolvency, Senior Debt must be paid in full before any payment on the Notes.

  risk factors verify on EDGAR →
• high

  Noteholders cannot transfer Notes without the Issuer's prior written consent, which may be granted or denied at the Issuer's sole discretion on an ad hoc basis, severely restricting liquidity.

  Risk Factors verify on EDGAR →
• high

  Payment blockage provisions prevent the Issuer from making payments on the Notes if any payment default on Senior Debt occurs or if such payment would trigger a default on Senior Debt, even if the Issuer has cash.

  risk factors verify on EDGAR →