8-K/A: Presidio Production Completes SPAC Merger, Lists on NYSE

Presidio Production Company has successfully completed its business combination with EQV Ventures Acquisition Corp. and the EQVR Merger, commencing trading on the NYSE under new symbols.

Summary

• The Business Combination with EQV Ventures Acquisition Corp. and the EQVR Merger were completed on March 4, 2026, establishing Presidio Production Company as a publicly traded entity.
• Presidio Production Company (f/k/a Presidio PubCo Inc.) is now organized in an Up-C structure, holding equity interests in PIH and operating substantially all of its assets and business.
• A PIPE Financing raised $87.5 million through the issuance of 8,750,000 shares of Presidio Class A Common Stock at $10.00 per share.
• A Series A Preferred Financing raised $123.75 million (net of discounts) by issuing 125,000 Series A Preferred Shares and warrants to purchase 937,500 shares of Presidio Class A Common Stock.
• A Series B Preferred Financing raised $25.0 million by issuing 27,173 Series B Preferred Shares, each convertible into 100 shares of Presidio Class A Common Stock.
• Prior to closing, 33,581,540 Public Class A Shares were redeemed for approximately $357.1 million, at a cash price of approximately $10.63 per share.
• Post-closing, there are 27,652,068 shares of Presidio Class A Common Stock, 125,000 Series A Preferred Shares, 11,887,469 Presidio Warrants, and 27,173 Series B Preferred Shares issued and outstanding.
• A new senior secured revolving credit facility was established with initial commitments and borrowing base of $65.0 million, and aggregate maximum credit amounts of $500.0 million.
• Pro forma combined proved oil reserves as of December 31, 2025, were 13,494 MBbls.
• Pro forma combined proved natural gas reserves as of December 31, 2025, were 354,426 MMcf.
• Pro forma combined proved natural gas liquid reserves as of December 31, 2025, were 28,670 MBbls.
• Pro forma combined total reserves as of December 31, 2025, were 101,234 MBoe.
• The pro forma standardized measure of discounted future net cash flows relating to proved reserves as of December 31, 2025, was $515,906 thousand.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed but challenging start. While the business combination is complete and significant capital was raised, the exceptionally high redemption rate and the costly preferred equity financing suggest underlying investor skepticism and a higher cost of capital for the new entity.

Positives

• Successful completion of the Business Combination and EQVR Merger, transitioning Presidio Production Company into a publicly traded entity on the NYSE.
• Significant capital infusion totaling $236.25 million from PIPE, Series A, and Series B Preferred Financings, providing substantial funding for operations and growth.
• Establishment of a new senior secured revolving credit facility with an initial borrowing base of $65.0 million and maximum credit amounts of $500.0 million, enhancing financial flexibility.
• Implementation of a 2026 Equity Incentive Plan, reserving 4,640,654 shares for awards and including annual increases, designed to attract and retain key talent.
• Formation of a new board of directors with a majority of independent members and the establishment of Audit, Compensation, and Nominating & Corporate Governance committees, strengthening corporate governance.
• The company expects to begin paying a dividend on Presidio Class A Common Stock following the closing, indicating a commitment to shareholder returns.
• A non-redemption agreement with Fort Baker Capital Management LP helped retain up to 751,880 Class A Shares, increasing funds remaining in the trust account.

Negatives

• A very high redemption rate of 33,581,540 Public Class A Shares, totaling approximately $357.1 million, significantly reduced the cash proceeds from the trust account.
• The Series A Preferred Shares carry a cumulative quarterly dividend rate of 12.0% per annum, which can increase to 16.0% and potentially 18.0% under certain conditions, representing a substantial fixed financial obligation.
• The company was a shell company immediately prior to the Business Combination, which can be perceived as a higher risk profile by some investors.
• Earn-Out Shares are accounted for as a liability, indicating potential future dilution or cash outflow depending on performance thresholds.

Risks

• Potential litigation that may be instituted against the Company or its respective directors or officers.
• Risks relating to the uncertainty of the projected financial information with respect to the Company.
• The Company's ability to manage future growth effectively.
• The Company's ability to utilize its net operating loss and tax credit carryforwards effectively.
• The capital-intensive nature of the Company's business model, which may require the Company to raise additional capital in the future.
• Changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities and the results of operations of the Company.
• Significant declines in prices for oil, natural gas, or natural gas liquids, which could require downward adjustments to proved reserves and significant impairment charges.
• Changes in safety, health, environmental, tax, and other regulations or requirements (including those addressing air emissions, water management, or the impact of global climate change).
• Risks related to the Company's ability to meet its projections.
• The possibility of damage to the Company's properties as a result of natural disasters.
• The Company's ability to comply with all applicable laws and regulations.
• The impact of public perception of fossil fuel derived energy on the Company's business.
• Any political or other disruptions in oil producing nations.
• The impact of macroeconomic events, such as inflation, recessions or depressions and, wars or fears of war.
• The Company's ability to pay dividends.
• The Company's ability to replace its reserves through acquisitions.
• The Company's hedging strategy and results.
• The timing and amount of the Company's future production of oil, NGLs and natural gas.
• The Company's decline rates of its oil and gas properties.
• Reserve engineering is not an exact science and requires subjective estimates, meaning estimated quantities of proved reserves, projections of future production rates, and timing of development expenditures may turn out to be incorrect.

Future Outlook

The company expects to begin paying a dividend from available funds and future earnings on the Presidio Class A Common Stock following the Closing, subject to board discretion and contractual restrictions. It will use commercially reasonable efforts to file resale registration statements for the Presidio Class A Common Stock underlying the Preferred Investor Warrants and issuable upon conversion of the Series B Preferred Shares within 45 days following the Closing.

Management Comments

• William Ulrich has been appointed by the board of directors of the Company to serve as its chairperson.

Industry Context

StockSavvy.ai notes that the completion of this SPAC merger positions Presidio Production Company as a new publicly traded entity in the oil and gas exploration and production sector. The significant capital raises and establishment of a credit facility indicate a strong intent to fund operations and potential growth in a market that continues to navigate commodity price volatility and increasing regulatory scrutiny on fossil fuels. The Up-C structure is a common choice for companies seeking public listing while retaining certain tax advantages for pre-existing owners.

Comparison to Industry Standards

• The initial borrowing base of $65.0 million within a $500.0 million maximum credit facility provides substantial liquidity, comparable to mid-cap independent E&P companies seeking to fund development and acquisitions.
• The Series A Preferred dividend rate of 12.0% (potentially rising to 16.0% or 18.0%) is on the higher end for preferred equity, reflecting the risk profile often associated with energy sector investments or growth-stage companies, potentially higher than rates seen in more mature, stable utility or infrastructure companies.
• The redemption rate of 33,581,540 shares (approximately 95.6% of public shares) is exceptionally high for a SPAC, significantly reducing the cash proceeds from the trust account and indicating a lack of confidence from a large portion of the original SPAC investors. This is notably higher than the average SPAC redemption rates observed in 2021-2023, which typically ranged from 50-80%.
• The pro forma proved reserves of 101,234 MBoe as of December 31, 2025, place Presidio Production Company in the small to mid-cap E&P category, comparable to companies like Earthstone Energy (ESTE) or Northern Oil and Gas (NOG) in terms of scale, though specific asset quality and basin focus would require deeper analysis for direct operational comparisons.

Management Changes

Corporate Governance

Legal Proceedings

• Information about legal proceedings is set forth in the section of the Proxy Statement/Prospectus titled Information About PIHLegal Proceedings on page 252, which information is incorporated herein by reference. No specific new legal proceedings are detailed in this 8-K/A.

Related Party Transactions

• Sponsor agreed to contribute 562,746 Class B Shares to EQV as a capital contribution, in exchange for Presidio issuing 562,746 shares of Presidio Class A Common Stock (or convertible securities) to PIH Rollover Holders.
• Sponsor agreed to contribute 565,217 Class B Shares to EQV as a capital contribution, in exchange for Presidio issuing 565,217 shares of Presidio Class A Common Stock to PIPE Investors.
• Sponsor agreed to assign up to 117,686 Class A Shares to Fort Baker Capital Management LP for no additional consideration, in exchange for Fort Baker not redeeming up to 751,880 Class A Shares.
• Sponsor agreed to contribute 217,391 Class B Shares to EQV as a capital contribution, in exchange for Presidio reserving 217,300 shares of Presidio Class A Common Stock for the Series B Preferred Investor.
• The Sponsor or its permitted transferees have the right to designate directors based on their aggregate common equity ownership (two directors for >20%, one for >10%).
• Certain Registration Rights Parties (including Sponsor, PIH equityholders, and management) were granted customary registration rights and agreed to a 180-day lock-up period.

Stakeholder Impact

• Shareholders (Class A Common Stock): New publicly traded shares on NYSE, potential for future dividends, but also potential dilution from warrants and convertible preferred stock, and significant redemptions by prior SPAC shareholders.
• Preferred Shareholders (Series A & B): Receive significant dividend payments (Series A) and conversion rights (Series B), along with governance influence (Series A), indicating a strong position.
• Employees: Benefit from the 2026 Equity Incentive Plan, aligning their interests with company performance. New executive officers appointed.
• Customers/Suppliers: The Business Combination and new credit facility suggest continued operations and financial stability, which is positive for ongoing relationships.
• Creditors: The new $65.0 million secured revolving credit facility provides a clear debt structure, secured by company assets, offering security to lenders.

Next Steps

• Company to use commercially reasonable efforts to file a resale registration statement within 45 days following the Closing for Presidio Class A Common Stock underlying Preferred Investor Warrants.
• Company to use commercially reasonable efforts to register Presidio Class A Common Stock issuable upon conversion of Series B Preferred Shares on a resale registration statement within 45 days following the Closing.
• The borrowing base under the Credit Agreement is scheduled to be redetermined semiannually on or about May 1 and November 1 of each calendar year, commencing on or about May 1, 2026.
• The company expects to begin paying a dividend from available funds and future earnings on the Presidio Class A Common Stock following the Closing.
• 50% of Preferred Investor Warrants become exercisable six months following the Closing, and the remaining 50% 12 months following the Closing.
• Sponsor's DRIP Shares vest in three tranches: one-third 12 months following Closing, one-half of the remainder 24 months following Closing, and the remaining 36 months following Closing.
• Shares reserved under the Equity Incentive Plan are subject to an automatic annual increase on January 1, 2027, and ending January 1, 2036.

Key Dates

Recommendation

The completion of the business combination and significant capital raises provide a foundation for Presidio Production Company. However, the extremely high redemption rate from the SPAC and the high cost of preferred equity financing suggest underlying challenges and investor caution. While the new credit facility and governance structure are positive, the immediate outlook is clouded by the need to demonstrate operational execution and manage high financing costs. A 'hold' recommendation is appropriate until there is clearer evidence of sustained operational performance and effective capital deployment in the competitive oil and gas sector.

Keywords

Presidio Production Company, EQV Ventures Acquisition Corp., Business Combination, SPAC, Merger, Oil and Gas, Energy, NYSE Listing, Warrants, PIPE Financing, Preferred Stock, Credit Facility, Corporate Governance, SEC Filing, FTW, FTW WS, Up-C Structure, Exploration and Production, E&P, Reserves