PHOENIX ENERGY

Our Offerings

Fixed-rate bond and note offerings with term choices to match a variety of needs.
Simple, transparent, and structured.

LEARN MORE ABOUT OUR OFFERINGS

Understanding your investment is key. Whether you're an accredited investor or new to the process, we’ve prepared the appropriate documents to guide your decision. Select your path below to access the material written with your qualifications in mind.

For accredited investors

Explore the Private Placement Memorandum (PPM) for full details about our Regulation D Bond opportunity—including terms, projected returns, and potential risks. Reading the PPM is an essential step in making an informed investment decision.

For All investors¹

The Prospectus offers everything you need to know about this offering, including how it works, what returns to expect, and the associated risks. It’s written to support investors of all experience levels in understanding the opportunity.

1. The Registered Offering and Private Placement Offerings are available to residents of all 50 U.S. states, provided that the Private Placement Offering is available only to “accredited investors” and the Registered Offering requires investors to meet the general suitability standards.

Offerings

Choose monthly interest payments or
monthly compounding of interest¹

Invest in Phoenix Energy. We offer fixed-rate corporate bonds for investors, with even higher rates available for larger investments within our Private Placement Offerings. Bonds may be purchased with qualified funds including some IRAs.²

Open to ACCREDITED INVESTORS³

Regulation D | $25K Minimum Investment

9%

Annual Interest Rate

1-year term

10%

Annual Interest Rate

3-year term

11%

Annual Interest Rate

5-year term

12%

Annual Interest Rate

7-year term

13%

Annual Interest Rate

11-year term

Open to ALL INVESTORS⁴

Registered Offering | $5K Minimum Investment

9%

Annual Interest Rate

3-year term

10%

Annual Interest Rate

5-year term

11%

Annual Interest Rate

7-year term

12%

Annual Interest Rate

11-year terM

Open to ALL INVESTORS⁴

Phoenix Flex Short-Term Notes | $1K Minimum Investment
6.00%

Annual Interest Rate

3 Month

REDEMPTION INTERVAL
6.25%

Annual Interest Rate

6 Month

REDEMPTION INTERVAL
6.50%

Annual Interest Rate

9 Month

REDEMPTION INTERVAL
6.75%

Annual Interest Rate

12 Month

REDEMPTION INTERVAL
7.00%

Annual Interest Rate

18 Month

REDEMPTION INTERVAL
Note: Please see Disclosures at the bottom of this page. Interest rate is fixed but the applicable rate depends upon the term of the bond purchased.
  1. Compounding interest accrues monthly and is added to the then-outstanding principal amount of the bond or note with no interest payment until maturity.
  2. Withdrawing funds from a qualified plan such as an IRA, 401K, or 403(b) may subject you to tax implications as well as penalties for withdrawing funds prior to age 59 ½. Please review your plan materials and/or contact your plan administrator for more information regarding tax considerations and possible penalties. If you decide to use funds from a qualified plan, your representative can assist you in completing a proper rollover process to eliminate potential tax and penalty charges related to the transaction. If you are currently subject to Required Minimum Distributions (RMD), you should speak to your representative to determine whether an investment with Phoenix is appropriate for you.
  3. The Private Placement Offering (Regulation D) is exempt from the registration requirements of the Securities Act and only “accredited investors,” as defined in Rule 501 of Regulation D, may invest in such offerings. Accredited investors are defined as individuals with a net worth over $1 million (excluding primary residence) or income over $200,000 (individual) or $300,000 (household) in each of the prior two years, with a reasonable expectation of the same in the current year. Learn more about accreditation requirements. Please refer to the Company’s filings with the SEC. To participate in the Registered Offering, investors do not need to to meet these accreditation requirements.
  4. To participate in the Registered Offering Investors do not need to qualify as “accredited investors” but are subject to certain criteria, including meeting financial suitability requirements.
Request Offering Documents (S-1, RegD)
Name
Disclosures

THIS WEBSITE AND ITS CONTENT DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. Securities offered through Crescent Securities Group, Inc. (“Crescent”), member FINRA/SIPC, pursuant to a registration statement and prospectus or private placement memorandum, as applicable, and only where lawful.

Phoenix Energy One, LLC, and/or its affiliates (“Phoenix Energy” or the “Company”) conduct offerings pursuant to a registration statement (including prospectus) filed with the SEC or an exemption from registration, typically Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended, pursuant to a private placement memorandum (as the same may be amended).

Our exempt offerings, typically, are only open to “accredited investors,” as defined in Rule 501 Regulation D, and you can review accreditation requirements here.    For our registered offerings, investors meeting certain suitability requirements, which may be found in the prospectus for the applicable registered offering.

The oil exploration, speculation and transmission industries are heavily regulated and involve a significant degree of risk. For a complete discussion of risks, you should carefully review the registration statement and prospectus, or private placement memorandum, for the applicable offering prior to making any decision to invest. These documents may be obtained at phxoffering.com.  An investment involves risk, including possible loss of principal and may be illiquid or unsecured.  Investors should always conduct their own due diligence and consult with an attorney, accountant and/or financial advisor.  Past performance does not guarantee future results.

The information and analyses set forth on the Company’s website were prepared by the Company using certain assumptions and information obtained from third party sources. The Company does not make any representation or warranty, express or implied, in relation to the fairness, reasonableness, adequacy, accuracy or completeness of the information, statements or opinions presented on this website and cannot accept, and expressly disclaims, any and all liability with regard to the same. The information and opinions on this site are provided as of the date specified therein, are subject to change without notice.

The website includes forward-looking statements that reflect the Company’s current views with respect to the Company’s future growth, operations, and financial performance, including but not limited to any outlook, targets, or projections. These forward-looking statements are generally identifiable by forward looking terminology such as “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “will,” “approximately,” “predict,” “potential,” “may,” and “assume,” as well as variations of such words and similar expressions.  Such statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify.  Such Forward-looking statements are expressed in good faith, and the Company’s management believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, and projections will result or be achieved.  The Company undertakes no obligation to publicly update or revise any forward-looking statement, except as may be required by any applicable securities laws.

The SEC generally permits oil and gas companies, in filings made with the SEC, to disclose proved reserves, which are reserve estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, and certain probable and possible reserves that meet the SEC’s definitions for such terms. The Company discloses estimated proved reserves and estimated probable reserves in its filings with the SEC. These are prepared by the Company’s internal reservoir engineer and comply with definitions promulgated by the SEC, but are not audited by an independent petroleum engineering firm. Additional information on the Company’s estimated reserves is contained in the Company’s filings with the SEC.  On this site, the Company may use the terms “resources,” “resource potential” or “potential resources,” which SEC guidelines prohibit issuers from including in filings with the SEC and refer to the Company’s internal estimates of hydrocarbon quantities that may be potentially discovered or recovered with additional drilling or recovery techniques. Such terms do not constitute reserves within the meaning of the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers or SEC rules and do not include any proved reserves. Actual quantities ultimately recovered may differ substantially.  Estimated proved reserves and estimated probable reserves do not represent or measure the fair value of the respective properties or the fair market value at which a property or properties could be sold, which may be less than the value of the estimated reserves.

The Company presents “EBITDA” as a supplemental measure of financial performance that is not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”).   Management uses these non-GAAP measures to supplement GAAP measures of performance in the evaluation of the effectiveness of the Company’s business strategies and to make budgeting decisions and to provide what is believed by management to be a more complete understanding of the factors and trends affecting the business than GAAP results alone provide.  The presentation of this measure has limitations as an analytical tool and should not be considered in isolation, or as a substitute for the Company’s results as reported under GAAP.

The Phoenix Energy designed logo, and our other registered or common law trademarks, service marks, or trade names (collectively, “Marks”) appearing on this site are the property of the Company.  Solely for convenience, such Marks referred to in the materials appear without the ®, TM, and SM symbols, but those references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent of law, its rights to these Marks. The materials may contain additional Marks of other companies that are the property of their respective owners. Their use or display of should not imply relationships with, endorsement or sponsorship of the Company by those companies.

Certain of Phoenix Energy’s non-executive personnel are licensed registered representatives of Crescent.  Crescent and Phoenix Energy are not affiliated.

Risk Factors

An investment in these offerings or any offering is highly speculative and suitable only for persons or entities bonds, evaluate the risks of the investment and an investment should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should consider the following risks, as well as the other risk factors set forth in our offering materials before bonds, to purchase our bonds.

Risks Related to the Bonds and to these Offerings Include, Among Other Risks:

  • We may not have sufficient cash to pay any interest or principal on the bonds and our total indebtedness could limit our cash flow available for operations, exposing us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Bonds.
  • The bonds are not obligations of our subsidiaries and will be effectively subordinated to the liabilities of our subsidiaries.
  • The bonds are effectively subordinated to our current and future secured indebtedness. Amounts outstanding under our other unsecured debt will generally be senior to our payment obligations under the bonds.
  • Bonds of longer terms may be subject to higher risk. There is no established trading market for the bonds, and one is not expected.
  • We are subject to regular and balloon payments of principal and interest which may impact our ability to service our debt and other obligations.
  • Bondholders have limited ability to require us to redeem their bonds, but we may redeem all or any part of the bonds that have been issued and holders may be unable to reinvest the proceeds at either the same or higher rate of return.

Risks Related to Our Business and Operations Include, Among Other Risks:

  • The business of drilling and extracting minerals and acquisition of mineral rights are highly competitive and the business involves many uncertainties.
  • Our business is sensitive to the price of oil and gas and declines in prices may adversely affect us.
  • We have limited operating history and have experienced significant business growth in a short time making it difficult to evaluate our business and prospects.
  • Our estimated reserve quantities and future production rates are based on many assumptions that may prove to be inaccurate, and the undeveloped reserves may take longer and may require higher levels of capital expenditures than currently anticipated.
  • Our hedging activities could result in financial losses and reduce earnings.
  • Our business is subject to significant government regulations and governmental authorities could delay or deny permits and approvals or change legal requirements that could adversely impact our business plan and strategy.
  • Our business could be adversely impacted by unfavorable economic and political conditions.

Phoenix Capital Group Holdings, LLC is now Phoenix Energy One, LLC doing business as Phoenix Energy.