--- title: "Phoenix Energy Draws Another $75 Million From Fortress in Its Tenth Credit Amendment" url: https://altstreet.investments/news/phoenix-energy-one-amendment-10-fortress-75m-draw-august-2026-2026-08-17 kind: news-article updated: 2026-08-31 description: "AltStreet flags Phoenix Energy One 8-K: Amendment No. 10 to Fortress credit agreement draws $75M, cuts discretionary capacity to $150M, and revises repayment premiums." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # Phoenix Energy Draws Another $75 Million From Fortress in Its Tenth Credit Amendment An 8-K filed August 17 discloses Amendment No. 10 to the company's senior secured credit agreement: a fully drawn $75 million tranche that cuts remaining discretionary capacity to $150 million and resets the repayment premium Fortress collects on any full payoff, at minimum multiples of 1.15x to 1.18x across loan groups. Published August 31, 2026. Platform: Phoenix Energy (formerly Phoenix Capital Group) (https://altstreet.investments/platforms/reviews/phoenix-capital-group). Entity: Phoenix Energy One, LLC (CIK 1818643, https://altstreet.investments/edgar/1818643). Phoenix Energy One, LLC has amended its senior secured credit agreement with Fortress Credit Corp. for the tenth time in two years, drawing another $75 million and rewriting the premium Fortress collects whenever the loan stack is fully repaid. The amendment, executed August 12, 2026 and disclosed in an 8-K five days later, is the second $75 million draw of the year and leaves $150 million of the facility's original $300 million discretionary capacity. For holders of the company's publicly registered junior notes, the practical effect is familiar: each draw enlarges the senior secured claim that stands ahead of them. ## What the filings show The 8-K (accession 0001193125-26-354088, filed under Item 1.01) reports events of August 12, 2026. On that date, Phoenix Energy One, operating subsidiary Phoenix Operating LLC, the applicable guarantors, and Fortress Credit Corp., acting as both administrative agent and collateral agent, entered into Amendment No. 10 to the Amended and Restated Senior Secured Credit Agreement that has been in place since August 2024. The amendment's principal mechanical effect is a further draw against the facility. Amendment No. 10 established $75 million in Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments, all of which were drawn as of the Amendment No. 10 effective date, thereby reducing the aggregate principal amount available on a discretionary basis from $225 million to $150 million during the Amendment No. 7 Delayed Draw Term Loan Availability Period, subject to conditions precedent. The new commitments carry an original issue discount of 3.00%. The Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments funded on the Amendment No. 10 effective date carry the same terms, including interest rate and maturity date, as other Amendment No. 7 Discretionary Delayed Draw Term Loans funded previously under the Credit Agreement. Amendment No. 10 also restructures the repayment premium applicable to any full payoff of the loan stack. The amendment revised the repayment premium to an amount sufficient to achieve a MOIC of 1.15x with respect to the Amendment No. 7 Term Loans, the February 2026 Amendment No. 7 Delayed Draw Term Loans, and the August 2026 Amendment No. 7 Delayed Draw Term Loans, and 1.18x with respect to each other group of loans, with a ratio to be agreed for any new Amendment No. 7 tranches. The filing identifies no going-concern language, no NAV determination, no merger activity, and no redemption-plan modification. The 8-K is confined to Item 1.01 (Entry into a Material Definitive Agreement). - Event date: August 12, 2026. Filing date: August 17, 2026. Accession: 0001193125-26-354088. - $75M drawn; discretionary delayed draw capacity reduced from $225M to $150M. - 3.00% OID on the new tranche; same rate and maturity as prior Amendment No. 7 draws. - MOIC-based repayment premium: 1.15x on Amendment No. 7 loans, 1.18x on all other loan groups. - No going-concern, NAV, or redemption-plan language detected in the filing. ## Background Phoenix Energy One, LLC, doing business as Phoenix Energy, was formerly known as Phoenix Capital Group Holdings, LLC. The company was formed on April 23, 2019 to purchase mineral rights and non-operated working interests in the United States, primarily in the Williston Basin, Permian Basin, Powder River, and Denver-Julesburg Basin, using a proprietary software system to identify acquisition opportunities. The company is now engaged in both drilling and extracting oil and gas minerals directly through operations conducted by Phoenix Operating LLC, and purchasing mineral rights and non-operated working interests, including the rights to drill for oil and gas. All outstanding common shares of Phoenix Energy are owned by Phoenix Equity Holdings, LLC, which is controlled by Lion of Judah, which is controlled by Daniel and Charlene Ferrari, parents of CEO Adam Ferrari; Lion of Judah currently holds voting control over the entity. The company finances its operations through multiple capital channels. Phoenix Energy conducts offerings of debt securities pursuant to both an exemption from registration under Rule 506(c) of Regulation D and an effective registration statement on Form S-1 under the Securities Act. In addition, Adamantium Capital, LLC, a wholly owned financing subsidiary, conducts offerings of debt securities under Rule 506(c) and loans the proceeds to Phoenix Energy. At the senior secured level, the Fortress facility is the company's primary institutional credit line. Phoenix Energy One entered into that credit agreement with Phoenix Operating LLC as borrower and Fortress Credit Corp. as administrative agent on August 12, 2024. It has now been amended ten times in approximately two years. The publicly registered notes offering, which sits below the Fortress facility in the capital structure, adds a further layer of complexity. The registered notes are the company's senior subordinated obligations secured on a junior basis by mortgages on certain properties, junior to the Fortress facility's security interest, and are contractually subordinated to any Senior Debt including the Fortress Credit Agreement. The notes are junior-lien, senior subordinated obligations secured behind $525.0 million of senior priority debt under the Fortress Credit Agreement; as of March 31, 2026, pro forma total indebtedness would be approximately $1,802.3 million versus $1,977.7 million of total assets, reflecting a highly leveraged balance sheet. Management has reported 2025 revenue of $687.2 million and total proved reserves PV-10 of $1,781.4 million. AltStreet's full analysis of this capital structure, including how the Fortress facility, the registered notes, and the Reg D bond programs relate to one another, is in its [Phoenix Energy review](/platforms/reviews/phoenix-capital-group). ## The pattern in AltStreet's monitoring data The August 17 current report is not an isolated filing event for this entity. AltStreet's monitoring has flagged multiple Exchange Act filings from Phoenix Energy One in a compressed window: a prior Form 8-K on June 2, 2026; a Form 10-Q on August 10, 2026; and the current August 17 8-K. A parallel stream of Form 424B3 prospectus supplements has also been filed in the same period, on June 2, June 18, July 8 (two filings), July 20 (two filings), August 10 (two filings), and August 17, 2026, consistent with active continuous-offering activity under the registered S-1 notes program. The June 2, 2026 8-K preceded an S-1 filed the same day; the offering of the registered notes is made pursuant to a registration statement on Form S-1 (File No. 333-296428), which was declared effective by the SEC on July 7, 2026, on a continuous basis pursuant to Rule 415. The July 7 8-K disclosed the entry into the indenture and the intercreditor agreement establishing lien priority. The August 17 8-K now discloses the tenth credit facility amendment, demonstrating that the senior secured facility is being actively restructured in parallel with the retail note issuance program. On the credit facility's amendment history specifically, the February 12, 2026 8-K disclosed Amendment No. 8, which at that time drew $75 million and reduced discretionary capacity from $300 million to $225 million. That amendment also provided limited waivers to certain financial covenants, including the total secured leverage ratio, current ratio over a specified late-2025 to early-2026 period, and the asset coverage ratio as of December 31, 2025. Amendment No. 10 represents the next $75 million draw at the same OID, reducing remaining discretionary capacity to $150 million. The filings contain no disclosure of an Amendment No. 9, which may exist but has not been surfaced in AltStreet's current review window. ## Why it matters For advisers and institutional counterparties performing diligence on Phoenix Energy One's capital structure, the August 12 amendment introduces two items warranting close review. First, the further reduction of the discretionary delayed draw capacity, now at $150 million from an original $300 million, narrows the company's remaining institutional liquidity headroom under the Fortress facility without any corresponding public disclosure of the purpose to which the August draw will be applied. The filing states only that the draw occurred; deployment of proceeds is not addressed in the 8-K. Second, the revision to the MOIC-based repayment premium affects the economics of any full payoff scenario, voluntary or otherwise. Amendment No. 10 amended the repayment premium to achieve a MOIC of 1.15x with respect to the Amendment No. 7 Term Loans, the February 2026 Amendment No. 7 Delayed Draw Term Loans, and the August 2026 Amendment No. 7 Delayed Draw Term Loans, and 1.18x with respect to each other group of loans. The differentiated MOIC structure across loan groups means the total cost of any refinancing or payoff is now a function of the specific composition of outstanding tranches at the relevant time. Separately, the intercreditor dynamics bear watching for holders of the publicly registered junior notes. The intercreditor agreement established that any liens securing first-lien obligations under the Fortress Credit Agreement have priority over and are senior in all respects to any liens securing the junior notes, and until the discharge of those first-lien obligations, the first-lien collateral agent holds the exclusive right to exercise remedies with respect to shared collateral. Each additional draw under the Fortress facility incrementally enlarges the senior-priority claim ahead of junior noteholders. The company estimates $1,064.1 million and $2,167.3 million of capital expenditures to develop proved and probable undeveloped reserves, and expects to raise approximately $669.8 million in additional capital through the end of 2028, including via the registered notes. The pace and structure of that capital raise remain unresolved from the public record alone. ## What the filings do not show The August 17 Form 8-K discloses the execution of Amendment No. 10 and its mechanical terms. It does not state the purpose for which the $75 million draw will be deployed, whether the draw was made in connection with any specific asset acquisition or development program, or whether it was planned or opportunistic. The filings do not establish the existence or contents of Amendment No. 9 to the Fortress facility. The public record jumps from Amendment No. 8 (disclosed February 2026) to Amendment No. 10 (disclosed August 2026). An Amendment No. 9 may exist as a non-material amendment not required to be disclosed on Form 8-K, or it may have been disclosed in a filing outside AltStreet's current review window. AltStreet has not verified the complete amendment sequence. The filing contains no disclosure of any covenant waiver, breach, or compliance concern in connection with Amendment No. 10, in contrast to Amendment No. 8 which expressly noted limited waivers of certain financial covenants. Absence of such disclosure in the current 8-K is noted but does not confirm covenant compliance as of the amendment date; that determination requires review of the full credit agreement and any ancillary documents. The registered S-1 notes offering proceeds and the Fortress facility draws are governed by separate instruments with separate disclosed purposes. The filings do not establish any direct link between the pace of retail note issuances reflected in the 424B3 supplement filings and the Fortress draw activity. Candidate explanations for the concurrent activity include coordinated capital planning, sequenced funding for development projects, or unrelated coincidence; the filings do not resolve which. Nothing in the reviewed filings constitutes a going-concern qualification, a redemption plan modification, a NAV determination, or a merger disclosure. The 8-K is confined to a material definitive agreement event. This article is descriptive only and does not constitute investment advice or a recommendation regarding any security issued by Phoenix Energy One, LLC or any affiliated entity. ## Key facts - Amendment No. 10 became effective August 12, 2026 (8-K accession 0001193125-26-354088, filed 2026-08-17, CIK 0001818643). - $75 million in Amendment No. 7 Discretionary Delayed Draw Term Loan Commitments established and fully drawn as of the August 12 effective date. - The draw reduces remaining discretionary capacity under the facility from $225 million to $150 million. - Amendment No. 10 revises the repayment premium to a MOIC of 1.15x on Amendment No. 7 term loans (including the February 2026 and August 2026 delayed draw tranches) and 1.18x on all other loan groups. - New draw carries a 3.00% original issue discount, consistent with prior Amendment No. 7 delayed draw tranches. - The amendment follows Amendment No. 8 (disclosed February 12, 2026), which drew a prior $75 million and included limited waivers of certain financial covenants; the public record reviewed by AltStreet shows no disclosure of an Amendment No. 9. ## Sources - Phoenix Energy One, LLC Form 8-K (Amendment No. 10), filed 2026-08-17: https://www.sec.gov/Archives/edgar/data/0001818643/000119312526354088/ck0001818643-20260812.htm - Phoenix Energy One, LLC Form 8-K (Amendment No. 8), filed 2026-02-12: https://www.sec.gov/Archives/edgar/data/1818643/000119312526051726/d92637d8k.htm - Phoenix Energy One, LLC Form 8-K (Indenture / Notes Offering), filed 2026-07-07: https://www.sec.gov/Archives/edgar/data/0001818643/000119312526298554/ck0001818643-20260707.htm - Phoenix Energy One, LLC Form 8-K (Executive Employment Agreements), filed 2026-01-21: https://www.sec.gov/Archives/edgar/data/1818643/000119312526018050/d919425d8k.htm - Phoenix Energy One, LLC Form 10-Q, filed 2025: https://www.sec.gov/Archives/edgar/data/1818643/000119312525121729/d916055d10q.htm - Phoenix Capital Group Holdings, LLC Form 1-A (Offering Circular): https://www.sec.gov/Archives/edgar/data/1818643/000165495423008438/pcgh_1a.htm --- Source page: https://altstreet.investments/news/phoenix-energy-one-amendment-10-fortress-75m-draw-august-2026-2026-08-17 Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. 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