Bkv Corp 8-K Filing

Ticker: BKV · Form: 8-K · Filed: Sep 22, 2025 · CIK: 1838406

Bkv Corp 8-K Filing Summary
FieldDetail
CompanyBkv Corp (BKV)
Form Type8-K
Filed DateSep 22, 2025
Pages11
Reading Time13 min
Key Dollar Amounts$600.0 million, $665.0 million, $800.0 million, $850.0 million, $1.0 b
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Bkv Corp (ticker: BKV) to the SEC on Sep 22, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $600.0 million (pstream Midstream's incurrence of up to $600.0 million of Specified Additional Debt (as define); $665.0 million (ers under the RBL Credit Agreement from $665.0 million to $800.0 million; 2. increase the bo); $800.0 million (Credit Agreement from $665.0 million to $800.0 million; 2. increase the borrowing base from); $850.0 million (; 2. increase the borrowing base from $850.0 million to $1.0 billion, which will constitute); $1.0 b (e borrowing base from $850.0 million to $1.0 billion, which will constitute the semian).

How long is this filing?

Bkv Corp's 8-K filing is 11 pages with approximately 3,262 words. Estimated reading time is 13 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 3,262 words · 13 min read · ~11 pages · Grade level 12.1 · Accepted 2025-09-22 07:53:57

Key Financial Figures

  • $600.0 million — pstream Midstream's incurrence of up to $600.0 million of Specified Additional Debt (as define
  • $665.0 million — ers under the RBL Credit Agreement from $665.0 million to $800.0 million; 2. increase the bo
  • $800.0 million — Credit Agreement from $665.0 million to $800.0 million; 2. increase the borrowing base from
  • $850.0 million — ; 2. increase the borrowing base from $850.0 million to $1.0 billion, which will constitute
  • $1.0 b — e borrowing base from $850.0 million to $1.0 billion, which will constitute the semian
  • $0.68 — t with upstream capital expenditures of $0.68 per Mcfe and an upstream reinvestment r
  • $0.50 — k of lower development costs (less than $0.50 per Mcfe) and longer average completed
  • $824 million — er the Credit Facility of approximately $824 million. As of June 30, 2025, BKV has hedged
  • $3.63 — ugh 2028 at a weighted average price of $3.63 per MMbtu. Pro forma for the Bedrock
  • $339.6 million — ths ended June 30, 2025 would have been $339.6 million. Adjusted EBITDAX is a non-GAAP financi

Filing Documents

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On September 22, 2025, BKV, BKV Upstream Midstream, and certain of BKV Upstream Midstream's subsidiaries, as guarantors, entered into a Third Amendment to Credit Agreement (the "Third Amendment") with Citibank, N.A., as administrative agent, and the Lenders (as defined in the Third Amendment) party thereto. The Third Amendment amends BKV Upstream Midstream's reserve-based lending agreement dated as of June 11, 2024 (as amended, supplemented, or otherwise modified, the "RBL Credit Agreement"), among BKV, as guarantor, BKV Upstream Midstream, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto. The Third Amendment amends the RBL Credit Agreement to, among other things: 1. permit the Bedrock Acquisition; 2. permit future acquisitions, subject to the limits set forth in the Third Amendment; 3. waive the automatic reduction of the borrowing base that would otherwise occur in connection with BKV Upstream Midstream's incurrence of up to $600.0 million of Specified Additional Debt (as defined in the RBL Credit Agreement) during the period between September 22, 2025 and the effectiveness of the scheduled borrowing base redetermination to occur on or around April 15, 2026; and 4. permit the incurrence and repayment of certain debt incurred in connection with acquisitions, subject to the limits set forth in the Third Amendment. and the satisfaction of other customary closing conditions, the Third Amendment also amends the RBL Credit Agreement to, among other things: 1. increase the aggregate elected commitments of the lenders under the RBL Credit Agreement from $665.0 million to $800.0 million; 2. increase the borrowing base from $850.0 million to $1.0 billion, which will constitute the semiannual borrowing base redetermination that would otherwise occur on or around October 15, 2025; and 3. add Bedrock Prod

02. Results of Operations and Financial

Item 2.02. Results of Operations and Financial Condition. This Current Report on Form 8-K provides (i) pro forma statements of operations of BKV for the year ended December 31, 2024 and the six months ended June 30, 2025, giving effect to the Bedrock Acquisition as if such transaction had been consummated on January 1, 2024 and (ii) a pro forma balance sheet of BKV as of June 30, 2025, giving effect to the Bedrock Acquisition as if such transaction had been consummated on June 30, 2025, as each such pro forma financial statement is described in Item 8.01 below and which are incorporated into this Item 2.02 by reference. The pro forma financial statements are being provided for purposes of the Notes Offering (as defined below) and do not give effect to the Notes Offering. The information contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 22, 2025, BKV issued a press release announcing the commencement of a private offering of senior notes by BKV Upstream Midstream (the "Notes Offering"). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference. On September 22, 2025, in connection with the Notes Offering, BKV provided certain updated disclosures to potential investors relating to the Bedrock Acquisition, the RBL Credit Agreement Amendment, the Notes Offering and the use of proceeds therefrom (collectively, the "Transactions"): After giving effect to the Transactions, for the six months ended June 30, 2025, BKV's net daily production would have averaged 899 MMcfe/d, consisting of approximately 77% natural gas and approximately 23% NGLs, respectively. As of June 30, 2025, based on SEC pricing as of June 30, 2025, BKV's total proved reserves of 4.5 Tcfe had an estimated 7.5% year-over-year average base decline rate over the next 10 years, and, after giving effect to the Transactions, BKV would have had total proved reserves of 5.2 Tcfe with an estimated 7.3% year-over-year average base decline rate over the next 10 years. As of June 30, 2025, BKV's assets in the Barnett Shale in the Fort Worth Basin of Texas (the "Barnett") included approximately 459,000 net acres and approximately 5,353 net producing operated wells, substantially all of which was held by production, and related upstream, midstream and other assets. For the six months ended June 30, 2025, BKV's average daily Barnett production was approximately 687 MMcfe/d, consisting of approximately 76% natural gas and approximately 24% NGLs. BKV had an average working interest in its operated wells in the Barnett of approximately 97.0% as of June 30, 2025 and an Effective NRI in the Barnett of approximately 80.2%. BKV's average net daily production in the Marcellus Shale in the Appalachian Basin of Northea

01. Other Events

Item 8.01. Other Events. Bedrock Financials This Current Report on Form 8-K provides the following financial statements of Bedrock Energy Partners, LLC, attached as Exhibit 99.8 and Exhibit 99.9, respectively: Audited Consolidated Financial Statements for the year ended December 31, 2024 and the accompanying notes thereto; and Interim Condensed Consolidated Financial Statements (Unaudited) for the six months ended June 30, 2025 and accompanying notes thereto. Pro Forma Financials This Current Report on Form 8-K provides the following pro forma financial statements attached as Exhibit 99.10 hereto: Unaudited Pro Forma Combined Consolidated Balance Sheet as of June 30, 2025; Unaudited Pro Forma Combined Consolidated Statement of Operations for the six months ended June 30, 2025; Unaudited Pro Forma Combined Consolidated Statement of Operations for the year ended December 31, 2024. Cautionary Statement Regarding Forward-Looking This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements include all statements that are not solely historical facts and can be identified by terms such as "intend," "believe," "could," "estimate," "expect," "may," "should," or similar expressions. Such forward-looking statements include, but are not limited to, statements about the consummation and timing of the Bedrock Acquisition, the anticipated benefits, opportunities and results with respect to the Bedrock Acquisition, including any expected value creation, reserves additions, midstream opportunities and other anticipated impacts from the Bedrock Acquisition, as well as other aspects of the transaction, guidance, projected or forecasted financial and operating results, future liquidity, leverage, results in certain basins, objectives, project timing, expectations and intentions, regulatory and governmental actions and any other statements that are not historical facts.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Third Amendment to Credit Agreement, dated as of September 22, 2025, among BKV Corporation, as guarantor, BKV Upstream Midstream, LLC, as borrower, certain subsidiaries of BKV Upstream Midstream, LLC, as guarantors, Citibank, N.A., as administrative agent, and the lenders party thereto 23.1 Consent of BDO USA, P.C. 99.1 Press Release, dated September 22, 2025 99.2 Non-GAAP Reconciliation 99.3 Summary Historical and Pro Forma Reserve, Production and Operating Data 99.4 BKV Corporation Pro Forma Condensed Combined Statement of Operations (Unaudited) For the Twelve Months Ended June 30, 2025 99.5 Ryder Scott Company, L.P., Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests to be Acquired from Bedrock Energy Partners as of June 30, 2025 (SEC Pricing) 99.6 Ryder Scott Company, L.P., Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests to be Acquired from Bedrock Energy Partners as of June 30, 2025 (NYMEX Pricing) 99.7 Cawley, Gillespie & Associates, Inc., Summary of Total Proved Reserves of Certain Properties in Oklahoma and Texas of Bedrock Production, LLC as of December 31, 2024 (SEC Pricing) 99.8 Bedrock Energy Partners, LLC Audited Consolidated Financial Statements for the one year ended December 31, 2024 99.9 Bedrock Energy Partners, LLC Interim Condensed Consolidated Financial Statements (Unaudited) for the six months ended June 30, 2025 99.10 BKV Corporation Unaudited Pro Forma Combined Financial Information 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. BKV Corporation September 22, 2025 By: /s/ David

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