Item 9. Other Events.
On October 18, 2024, Phoenix Capital Group Holdings, LLC (the “Company”) amended and restated its limited liability company agreement (the “A&R LLCA”) in connection with the exchange by all of the Company’s equityholders of their limited liability company interests in the Company for limited liability company interests in Phoenix Equity Holdings, LLC (“Holdco”), a Delaware limited liability company newly formed for the purpose of serving as sole member of the Company (such transaction, the “Holdco Reorganization”). The Holdco Reorganization was undertaken to satisfy a post-closing covenant under that certain Amended and Restated Senior Secured Credit Agreement, dated as of August 12, 2024, by and among the Company, Phoenix Operating LLC, as borrower, each of the lenders from time to time party thereto, and Fortress Credit Corp., as administrative agent for the lenders (the “Fortress Credit Agreement”), to form a holding entity that would pledge the Company’s equity interests as collateral to secure the loans made under the Fortress Credit Agreement.
Following the Holdco Reorganization, the Company is a wholly owned subsidiary of Holdco and the Company’s equity interests have been pledged by Holdco as collateral to secure the loans made under the Fortress Credit Agreement. The beneficial equity ownership of Holdco immediately following the Holdco Reorganization is substantially the same as the beneficial equity ownership of the Company immediately prior to the Holdco Reorganization, and the Company’s majority equityholder prior to the Holdco Reorganization (and Holdco’s majority equityholder following completion of the Holdco Reorganization) will control the management of Holdco on substantially similar terms to its management of the Company prior to completion of the Holdco Reorganization. Following the Holdco Reorganization, the Company remains the issuer of all of its outstanding indebtedness, including the Company’s 9.0% unsecured bonds issued pursuant to Regulation A promulgated under the U.S. Securities Act of 1933, as amended.
The A&R LLCA provides that Holdco is the sole member of the Company, entitled to 100% of any distributions made by the Company. The management of the Company is exclusively vested in Holdco.
The foregoing description of the A&R LLCA is a summary and is qualified in its entirety by reference to the A&R LLCA, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
