v3.26.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Benchmark Development Financing
On October 2, 2026, Benchmark Energy II DevCo, LLC (the “Issuer”), a newly formed, wholly owned subsidiary of Benchmark Energy II, LLC (“Benchmark”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Cibolo Energy Partners II, LP, as holder, and Cibolo Energy Partners, LLC, as administrative agent and collateral agent (together, “Cibolo”). The Note Purchase Agreement provides for the issuance of up to $47.5 million of First Lien Senior Secured Tranche A Notes due 2030 (the “Notes”). Of that amount, $27.5 million is committed. The remaining $20.0 million may become available only if Cibolo agrees, in its sole discretion, to increase its commitments.
At closing, the Issuer issued $18.5 million aggregate principal amount of Notes. The purchase price was net of $0.55 million of original issue discount, equal to 2.0% of the $27.5 million of commitments. After closing, $9.0 million of committed capacity remains available for future issuances, subject to customary conditions. Also in connection with the closing, BE Anadarko II, LLC, a wholly owned subsidiary of Benchmark, assigned certain oil and natural gas properties to the Issuer, and Benchmark contributed $6.0 million of cash equity to the Issuer. Proceeds of the Notes are to be used primarily to fund drilling and completion costs under an approved development plan for the Issuer’s Cleveland formation properties in the Western Anadarko Basin, and to pay related fees and expenses.
Acquisition of Mycovia Pharmaceuticals, Inc.,
On October 1, 2026, the Company acquired 100% of the outstanding equity interests of Mycovia from NQP Holdings, LLC (“NovaQuest”) upon exercise of an option held by the Company, for nominal consideration. Mycovia holds the rights to VIVJOA (oteseconazole), an FDA-approved oral antifungal. Prior to the acquisition, the Company, through its indirect interest in Viamet, was entitled to certain milestone and royalty payments related to VIVJOA. The Company is evaluating the accounting for the acquisition.
Amendment to Deflecto Credit Agreement
On November 5, 2026, Deflecto entered into an amendment to the Deflecto Credit Agreement (the “Deflecto Credit Agreement Amendment”), pursuant to which, among other things, (A) the total net leverage ratio covenant is not tested as of September 30, 2026 and December 31, 2026, (B) Deflecto is required to maintain a total net leverage ratio: (i) on or after March 31, 2027 and prior to March 31, 2028, not greater than 3.75 to 1.00, (ii) on or after March 31, 2028 and prior to June 30, 2028, not greater than 3.25 to 1.00, and (iii) on or after June 30, 2028, not greater than 2.75 to 1.00, (C) the minimum fixed charge coverage ratio covenant was removed, (D) Deflecto is required to keep minimum liquidity of no less than $10.0 million as of the end of each calendar month (calculated based on unrestricted cash on hand plus revolver availability under the Deflecto Facility), beginning December 31, 2026, (E) Deflecto is required to maintain a minimum EBITDA for the fiscal quarter ending December 31, 2026 of $(500,000), and (F) Deflecto agreed to prepay $17.0 million of the outstanding loan balance.