Phoenix Capital Group Holdings IPO Amendment Filed
Ticker: PHXE-P · Form: S-1/A · Filed: Dec 30, 2024 · CIK: 1818643
| Field | Detail |
|---|---|
| Company | Phoenix Capital Group Holdings, LLC (PHXE-P) |
| Form Type | S-1/A |
| Filed Date | Dec 30, 2024 |
| Risk Level | medium |
| Pages | 15 |
| Reading Time | 19 min |
| Key Dollar Amounts | $750,000,000, $140,000,000, $110,000,000, $40,000,000, $30,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: ipo, sec-filing, amendment
TL;DR
Phoenix Capital Group Holdings amended its IPO filing. Get ready for potential new shares.
AI Summary
Phoenix Capital Group Holdings, LLC filed an S-1/A amendment on December 27, 2024, for its initial public offering under the Securities Act of 1933. The company, incorporated in Delaware with its principal executive offices in Irvine, California, is in the Crude Petroleum & Natural Gas industry. This filing is an amendment to their existing registration statement, indicating updates or changes to their proposed public offering details.
Why It Matters
This S-1/A filing signifies that Phoenix Capital Group Holdings is moving forward with its plans to become a publicly traded company, providing potential investors with updated information regarding its business and offering.
Risk Assessment
Risk Level: medium — As an S-1/A filing, it represents a company in the process of going public, which inherently carries risks associated with market reception and the company's financial projections.
Key Numbers
- 333-282862 — SEC File Number (Identifies the specific registration statement being amended.)
- 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
Key Players & Entities
- Phoenix Capital Group Holdings, LLC (company) — Registrant
- 333-282862 (dollar_amount) — SEC File Number
- December 27, 2024 (date) — Filing Date
- David Wheeler (person) — Chief Legal Officer
- Christopher J. Clark (person) — Legal Counsel
- Ross McAloon (person) — Legal Counsel
- Latham & Watkins LLP (company) — Legal Counsel
FAQ
What specific changes were made in this S-1/A amendment compared to the original S-1 filing?
The filing is an amendment (S-1/A) to a previously filed S-1 registration statement, indicating updates or corrections to the initial public offering details, though the specific changes are not detailed in the provided header information.
What is the primary business of Phoenix Capital Group Holdings, LLC?
Phoenix Capital Group Holdings, LLC is in the Crude Petroleum & Natural Gas industry, with a Standard Industrial Classification Code of 1311.
When was this amendment filed with the SEC?
This amendment was filed with the U.S. Securities and Exchange Commission on December 27, 2024.
Where are Phoenix Capital Group Holdings, LLC's principal executive offices located?
The company's principal executive offices are located at 18575 Jamboree Road, Suite 830, Irvine, California 92612.
Who is listed as the agent for service for Phoenix Capital Group Holdings, LLC?
David Wheeler, Chief Legal Officer, is listed as the agent for service, with his address at 18575 Jamboree Road, Suite 830, Irvine, California 92612.
Filing Stats: 4,632 words · 19 min read · ~15 pages · Grade level 13.5 · Accepted 2024-12-30 06:09:46
Key Financial Figures
- $750,000,000 — PHOENIX CAPITAL GROUP HOLDINGS, LLC $750,000,000 Senior Subordinated Notes Comprising
- $140,000,000 — enior Subordinated Notes Comprising $140,000,000 9.0% Three-Year Cash Interest Notes $
- $110,000,000 — 0 9.0% Three-Year Cash Interest Notes $110,000,000 9.0% Three-Year Compound Interest Notes
- $40,000,000 — 0% Three-Year Compound Interest Notes $40,000,000 10.0% Five-Year Cash Interest Notes $
- $30,000,000 — .0% Five-Year Compound Interest Notes $30,000,000 11.0% Seven-Year Cash Interest Notes
- $170,000,000 — 0% Seven-Year Compound Interest Notes $170,000,000 12.0% Eleven-Year Cash Interest Notes
- $190,000,000 — 12.0% Eleven-Year Cash Interest Notes $190,000,000 12.0% Eleven-Year Compound Interest Not
- $115.0 million — rom) and the borrowing of an additional $115.0 million under the Fortress Credit Agreement (as
- $1,714.4 million — r 2024, we would have had approximately $1,714.4 million of indebtedness outstanding, including
- $495.4 million — of indebtedness outstanding, including $495.4 million that will rank contractually senior to
- $464.6 million — ill rank pari passu with the Notes, and $464.6 million that will be subordinated to the Notes.
- $1,000 — stered form in minimum denominations of $1,000, and the initial minimum investment amo
- $5,000 — um investment amount per holder will be $5,000 (the Minimum Purchase Amount ). From ti
- $5,025,000 — er -Dealer Fee ), which fee could total $5,025,000 if all Notes offered hereby are issued
- $5,978,000 — almore Group and which fees could total $5,978,000 if all Notes offered hereby are issued
Filing Documents
- d835594ds1a.htm (S-1/A) — 2598KB
- d835594dex11.htm (EX-1.1) — 66KB
- d835594dex41.htm (EX-4.1) — 337KB
- d835594dex51.htm (EX-5.1) — 17KB
- d835594dex104.htm (EX-10.4) — 347KB
- d835594dex105.htm (EX-10.5) — 16KB
- d835594dex106.htm (EX-10.6) — 16KB
- d835594dex1016.htm (EX-10.16) — 59KB
- d835594dex1017.htm (EX-10.17) — 34KB
- d835594dex1018.htm (EX-10.18) — 919KB
- d835594dex1019.htm (EX-10.19) — 15KB
- d835594dex1020.htm (EX-10.20) — 48KB
- d835594dex1021.htm (EX-10.21) — 29KB
- d835594dex1022.htm (EX-10.22) — 22KB
- d835594dex231.htm (EX-23.1) — 3KB
- g835594dsp12.jpg (GRAPHIC) — 14KB
- g835594dsp13.jpg (GRAPHIC) — 9KB
- g835594g0512074947193.jpg (GRAPHIC) — 4KB
- g835594g0512074948779.jpg (GRAPHIC) — 5KB
- g835594g0512074950219.jpg (GRAPHIC) — 5KB
- g835594g1029005642694.jpg (GRAPHIC) — 5KB
- g835594g1220133306754.jpg (GRAPHIC) — 8KB
- g835594g1220133533048.jpg (GRAPHIC) — 3KB
- g835594g26b50.jpg (GRAPHIC) — 65KB
- g835594g31d26.jpg (GRAPHIC) — 8KB
- 0001193125-24-286101.txt ( ) — 4699KB
RISK FACTORS
RISK FACTORS 19 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 48
USE OF PROCEEDS
USE OF PROCEEDS 49 CAPITALIZATION 50
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 52
BUSINESS
BUSINESS 83 MANAGEMENT 105
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 107 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS 110
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 113
DESCRIPTION OF NOTES
DESCRIPTION OF NOTES 114 CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 130 ERISA CONSIDERATIONS 136 PLAN OF DISTRIBUTION 138 LEGAL MATTERS 144 EXPERTS 144 CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 144 WHERE YOU CAN FIND ADDITIONAL INFORMATION 144 INDEX TO FINANCIAL STATEMENTS F-1 Through and including, 2025 (the 90th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealers obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. You should read this prospectus carefully before you invest in the Notes. This prospectus and the exhibits to the registration statement to which this prospectus relates contain the terms of the Notes we are offering. It is important for you to read and consider all of the information contained in this prospectus before making your investment decision. You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor any selling group member has authorized anyone to provide you with information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectuses we may authorize to be delivered or made available to you. Neither we nor any selling group member take any responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus, any amendment or supplement to this prospectus, or any applicable free writing prospectus is an offer to sell only the Notes offered hereby or thereby, but only under circumstances and in jurisdictions where it is lawful to do so.