Prairie Operating Co. Enters Material Agreement, Incurs Financial Obligation

TL;DR

Prairie Operating Co. just signed a big deal and owes money, details TBD.

AI Summary

On December 16, 2024, Prairie Operating Co. entered into a material definitive agreement, which also created a direct financial obligation. The filing does not specify the other party to the agreement or the financial details of the obligation.

Why It Matters

This filing indicates a significant new financial commitment or partnership for Prairie Operating Co., which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and a material definitive agreement suggests potential financial risk or significant operational changes for the company.

Key Players & Entities

• Prairie Operating Co. (company) — Registrant
• December 16, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-41895 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share PROP The Nasdaq Stock Mar
• $1.0 billion — ment has a maximum credit commitment of $1.0 billion. As of December 16, 2024, the Credit Ag
• $44.0 million — redit Agreement has a borrowing base of $44.0 million and an aggregate elected commitment of
• $44.0 million — and an aggregate elected commitment of $44.0 million. The Credit Agreement includes a $5.0 m
• $5.0 million — illion. The Credit Agreement includes a $5.0 million sublimit for the issuance of letters of
• $28.0 million — ed commitment. As of December 16, 2024, $28.0 million of revolving borrowings and no letters
• $7.2 million — ing under the Credit Agreement, leaving $7.2 million of available capacity thereunder for fu

Filing Documents

• form8-k.htm (8-K) — 54KB
• ex10-1.htm (EX-10.1) — 1305KB
• ex10-2.htm (EX-10.2) — 234KB
• 0001493152-24-050775.txt ( ) — 2064KB
• prop-20241216.xsd (EX-101.SCH) — 3KB
• prop-20241216_lab.xml (EX-101.LAB) — 33KB
• prop-20241216_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2024 Prairie Operating Co. (Exact Name of Registrant as Specified in Charter) Delaware 001-41895 98-0357690 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 55 Waugh Drive Suite 400 Houston , TX 77007 (Address of Principal Executive Offices) (Zip Code) (713) 424-4247 (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share PROP The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. Revolving Credit Facility On December 16, 2024, Prairie Operating Co., as borrower (the "Company"), entered into a reserve-based credit agreement with Citibank, N.A., as administrative agent, and the financial institutions party thereto (the "Credit Agreement"). The Credit Agreement has a maximum credit commitment of $1.0 billion. As of December 16, 2024, the Credit Agreement has a borrowing base of $44.0 million and an aggregate elected commitment of $44.0 million. The Credit Agreement includes a $5.0 million sublimit for the issuance of letters of credit. Without the consent of each lender and the administrative agent, the aggregate amount of revolving borrowings and outstanding letters of credit cannot exceed 80% of aggregate elected commitment. As of December 16, 2024, $28.0 million of revolving borrowings and no letters of credit were outstanding under the Credit Agreement, leaving $7.2 million of available capacity thereunder for future borrowings and letters of credit. The loans may be borrowed, repaid and reborrowed during the term of the Credit Agreement. The borrowing base is subject to semi-annual redeterminations based upon the value of the Company's oil and gas properties as determined in a reserve report, subject to certain interim redeterminations. The reserve report will be dated as of January and July of each year with the January reserve report prepared by a third-party engineer and the July report prepared by either a third-party engineer or the Company's internal petroleum engineer. The Credit Agreement requires that the Company and its restricted subsidiaries that are guarantors thereunder provide a first-priority security interest in the Company's oil and gas properties (such that those properties subject to the security interest represent at least 90% of PV-9 (as defined in the Credit Agreement) of the Company's borrowing base properties) and substantially all of the Company's personal property assets, subject to customary exceptions. The Credit Agreement is scheduled to mature on December 16, 2026. The Credit Agreement contains various restrictive covenants that, among other things, limit the Company's ability and the ability of its restricted subsidiaries to, subject to certain exceptions: (i) incur indebtedness; (ii) incur liens; (iii) declare or pay dividends, distributions or make other restricted payments; (iv) repay or redeem other indebtedness; (v) make investments; (vi) change their respective lines of business or acquire or make any expenditures in oil and gas properties outside the U.S.; (vii) sell or discount receivables; (viii) acquire or merge with any other company; (ix) sell assets or equity interests of the Company's subsidiaries; (x) enter into or terminate certain hedge agreements; (xi) enter into transactions with affiliates; (xii) own any subsidiary that is not organized in the United States; (xiii) enter into certain contracts or agreements that prohibit or restrict liens o

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