공시 • Mar 06
Presidio Petroleum LLC completed the acquisition of EQV Ventures Acquisition Corp. (NYSE:FTW) from a group of shareholders in a reverse merger transaction.
Presidio Petroleum LLC entered into a letter of intent to acquire EQV Ventures Acquisition Corp. (NYSE:FTW) from a group of shareholders in a reverse merger transaction on November 27, 2024. Presidio Petroleum LLC entered into a Business Combination Agreement to acquire EQV Ventures Acquisition Corp from a group of shareholders in a reverse merger transaction at an enterprise value of approximately $660 million on August 5, 2025. Pursuant to the Business Combination Agreement, (a) each then issued and outstanding Class A ordinary share of EQV, par value $0.0001 (the “Class A Shares”), will convert automatically, on a one -for-one basis, to a share of Class A common stock, par value $0.0001 per share, of EQV (“EQV Class A Common Stock”), (b) each issued and outstanding warrant to purchase one Class A ordinary share in the capital of EQV at a price of $11.50 per share (the “EQV public warrants”) will convert automatically, on a one -for-one basis, into a whole warrant exercisable for one share of EQV Class A Common Stock and (c) the name of EQV will be changed from “EQV Ventures Acquisition Corp.” to “Presidio MidCo Inc.” (the “Domestication”) Upon the closing of the business combination, EQV will be renamed Presidio Production Company and is expected to trade on the New York Stock Exchange under the ticker "FTW". The combined company will be named Presidio Production Company, will be led by Presidio's existing management team, including Will Ulrich and Chris Hammack as Co-CEOs. Presidio’s post-business combination Board of Directors will be comprised of nine members Daniel C. Herz, Compensation Committee Chair and Audit Committee member, Jerry Schretter, Audit Committee Chair, Jeffrey S. Serota, Nominating and Corporate Governance Committee Chair and Compensation Committee member, Ray N. Walker, Jr., Audit Committee member and Nominating and Corporate Governance Committee member. To finance the transaction, EQV has entered into agreements for approximately $85 million in common stock PIPE investments. The common stock PIPE is anchored by strategic and institutional investors, including a major oil and gas company. In addition, management and funds managed by Morgan Stanley Energy Partners will provide approximately $65 million of rollover equity. In connection with the transaction, EQV has also entered into agreements with Presidio and investors to issue, on a private placement basis, approximately $125 million of Perpetual Preferred Stock anchored by funds advised by JPMorgan Investment Management. Presidio has entered into a $50 million reserve-based lending commitment provided by Citizens Bank, N.A. to be funded upon closing.
The transaction is subject to receipt of requisite approval for consummation of the Business Combination from EQV’s shareholders, approval of the EQV shares being issued in connection with the Business Combination for listing on the Securities Exchange, regulatory approval, effectiveness and continued effectiveness at the time of the Closing of the Registration Statement and the satisfaction of the Minimum Cash Condition, which requires that EQV, EQV Holdings, EQV Resources Intermediate LLC and PIH, in the aggregate, have at least $140,197,687 in available cash at Closing. The transaction was unanimously approved by the EQV and Presidio boards of directors. The expected transaction proceeds will be used for a $135 million equity buyout of existing Presidio equity holders, repayment of debt, hedge restriking, transaction expenses, and general corporate purposes. EQV filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission. On October 8, 2025, it was announced that the transaction is expected to occur in the fourth quarter of 2025, subject to customary closing conditions. As announced on October 22, 2025, EQV Ventures Acquisition Corp will change the ticker symbol on the New York Stock Exchange (NYSE) for its Class A ordinary shares from “EQV” to “FTW.” Additionally, the ticker symbols for its units and public warrants will change from “EQV U” to “FTW U” and from “EQV WS” to “FTW WS,” respectively. The ticker symbol changes will take place at the opening of trading on November 3, 2025. The ticker symbol of EQV Ventures Acquisition Corp. has changed its Class A ordinary shares on the New York Stock Exchange (NYSE) from "EQV" to "FTW." on November 3, 2025. In addition, the ticker symbols for its units and public warrants changed from “EQV U” to “FTW U” and from “EQV WS” to “FTW WS,” respectively. As of January 30, 2026, the U.S. Securities and Exchange Commission has declared the registration statement on Form S-4 effective. The transaction is expected to be completed in the first quarter of 2026. The merger is expected to be accretive, with plans to increase the dividend over time through acquisitions. As of February 27, 2026, target shareholders approved the combination, and closing is expected to occur on or about March 4, 2026.
Cantor Fitzgerald & Co served as financial advisor to Presidio. TD Cowen served as financial advisor and lead capital markets advisor to EQV. BTIG, LLC also served as capital markets advisor to EQV. Citizens Bank, N.A. served as debt structuring advisor to Presidio. Joshua G. DuClos, Jeremy B. Pettit, Jocelyne E. Kelly, John W. Stribling, Daniel F. Allison, Quan Q. Lu, Angela T. Richards and Heather M. Palmer of Sidley Austin LLP acted as legal counsel to Presidio. The team of Kirkland & Ellis LLP led by William J. Benitez, Michael C. Cline, Julian J. Seiguer, P.C., Billy Vranish, David Wheat, P.C., Jon B. Nelsen, Lucas E. Spivey, P.C., James Andrew Bedotto, Albert Jou, Stephen M. Jacobson, P.C., Stephanie Jeane and Chad M. Smith acted as legal counsel to EQV. The team of Baker Botts L.L.P. led by Doug Getten, Andrew L. Schulte, Clay Brett, Marisa White, Alia Heintz, Clint Culpepper, Jon Lobb, Elizabeth Singleton, Jason Loden, Scott Nelson, Cynthia Washington and Paul Luther acted as legal counsel to EQV Resources, and Vinson & Elkins L.L.P. acted as legal counsel to TD Cowen. Brian Parness, Hillel N. Jacobson, Sarah C. Borden, Amanda Rotkel, Barbra J. Broudy, James R. Griffin, Jonathan J. Macke, Lyuba Goltser, Omar Samji, Steven Bentsianov and Stephanie Epstein Srulowitz of Weil, Gotshal & Manges LLP served as legal counsel to Presidio Management. King & Spalding LLP served as legal counsel to Cantor Fitzgerald & Co. Sodali & Co. acted as information agent to EQV and will receive a fee of $0.05 million. Continental Stock Transfer & Trust Company acted as transfer agent to EQV. Kroll, LLC (Duff & Phelps) acted as financial advisor to EQV Ventures and fairness opinion provider to its Special Committee. EQV agreed to pay Duff & Phelps a fee of $275,000, of which a portion was payable upon signing of the engagement letter, a portion was due upon delivery of the Opinion, $100,000 was payable upon Duff & Phelps informing EQV that it is prepared to deliver the Opinion, and $75,000 is payable upon disclosure of the Opinion in S-4 filing. Calvin White and Sunil Hosmane of Morgan Stanley Legal and Compliance acted as legal advisors to Presidio in the transaction. Altamira-us, Llc acted as due diligence provider to EQV.
Presidio Petroleum LLC completed the acquisition of EQV Ventures Acquisition Corp. (NYSE:FTW) from a group of shareholders in a reverse merger transaction on March 5, 2026.