BKV CorpBKV
BKV Corp Debt Disclosure
Note 4 - Debt
The following table summarizes the Company's debt balances:
| December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| RBL Credit Agreement | $ | — | $ | 165,000 | |||||||
2030 Senior Notes (7.50%) | 500,000 | — | |||||||||
| Unamortized debt issuance costs | (13,223) | — | |||||||||
| Total debt, net | 486,777 | 165,000 | |||||||||
| Less: current maturities of long-term debt | — | — | |||||||||
| Total long-term debt, net | $ | 486,777 | $ | 165,000 | |||||||
During the year ended December 31, 2024, the Company paid down the outstanding balances, including interest, and concurrently terminated the SCB Credit Facility, the Revolving Credit Agreement, and the Term Loan Credit Agreement, with proceeds from the revolving borrowings on the RBL Credit Agreement and cash on hand. Also, during the year ended December 31, 2024, due to the early termination of the Revolving Credit Agreement and the Term Loan Credit Agreement, the Company recorded a loss of $13.9 million, which was included in loss on early extinguishment of debt in the consolidated statements of operations.
2030 Senior Notes
On September 26, 2025, BKV Upstream Midstream issued in a private placement $500.0 million of the 2030 Senior Notes. The 2030 Senior Notes were issued at par and resulted in proceeds of $490.0 million, after deducting underwriters’ discounts and commissions. The proceeds were used to repay a portion of the RBL Credit Agreement and fund a portion of the purchase price of the Bedrock Acquisition. In connection with the issuance of the 2030 Senior Notes, the Company paid debt issuance costs of $13.6 million, which are amortized to interest expense on the Company’s consolidated statements of operations over the term of the 2030 Senior Notes. As of December 31, 2025, the effective interest rate on the 2030 Senior Notes was 8.31%.
Interest on the 2030 Senior Notes is payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2026. The 2030 Senior Notes are guaranteed on a senior unsecured basis by the Company and all of BKV Upstream Midstream's existing restricted subsidiaries and certain future subsidiaries (collectively, the “BKV Guarantors,” and such guarantees, the “Guarantees”). These Guarantees are full, unconditional, joint, and several among the BKV Guarantors, subject to certain customary release provisions. At any time prior to October 15, 2027, BKV Upstream Midstream may, on any one or more occasions, redeem all or a part of the 2030 Senior Notes at a redemption price equal to 100% of the principal amount of 2030 Senior Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time prior to October 15, 2027, BKV Upstream Midstream may redeem up to 40% of the aggregate principal amount of 2030 Senior Notes, with an amount of cash not greater than the net cash proceeds of one or more equity offerings, at a redemption price equal to 107.500% of the principal amount of the 2030 Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, as long as at least 60% of the aggregate principal amount of 2030 Senior Notes originally issued (excluding any 2030 Senior Notes held by BKV Upstream Midstream and its subsidiaries) remains outstanding immediately after the occurrence of such redemption, and the redemption occurs within 180 days after the date of the closing of such equity offering. On or after October 15, 2027, BKV Upstream Midstream may, on any one or more occasions, redeem all or part of the 2030 Senior Notes at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, if redeemed during the 12-month period beginning on October 15 of the years indicated below:
| Year | Percentage | |||||||
| 2027 | 103.750 | % | ||||||
| 2028 | 101.875 | % | ||||||
| 2029 and thereafter | 100.000 | % | ||||||
The indenture governing the 2030 Senior Notes contains covenants that limit the ability of BKV Upstream Midstream and its restricted subsidiaries to: (i) pay dividends on, purchase or redeem its capital stock or purchase or redeem certain subordinated debt; (ii) make certain investments; (iii) incur or guarantee additional indebtedness or issue certain types of preferred equity securities; (iv) create or incur certain secured debt; (v) sell assets; (vi) consolidate, merge or transfer all or
substantially all of its assets; (vii) enter into agreements that restrict distributions or other payments from its restricted subsidiaries to BKV Upstream Midstream; (viii) engage in transactions with affiliates; and (ix) create or designate unrestricted subsidiaries.
The indenture governing the 2030 Senior Notes also contains customary events of default, including (i) default for 30 days in payment when due and payable of interest on the 2030 Senior Notes; (ii) default in payment when due and payable of the principal of, or premium, if any, on, the 2030 Senior Notes; (iii) cross-defaults to certain indebtedness; and (iv) certain events of bankruptcy or insolvency with respect to BKV Upstream Midstream or certain of its restricted subsidiaries. If an event of default arises from certain events of bankruptcy, insolvency or reorganization, with respect to BKV Upstream Midstream or certain of its restricted subsidiaries, all outstanding 2030 Senior Notes will become due and payable without further action or notice. If an event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2030 Senior Notes may declare all the 2030 Senior Notes to be due and payable immediately.
If BKV Upstream Midstream experiences certain types of changes of control and the rating of the 2030 Senior Notes is reduced as a result thereof within 60 days, holders of the 2030 Senior Notes will be entitled to require BKV Upstream Midstream to repurchase the 2030 Senior Notes at 101% of the principal amount thereof, pursuant to an offer on the terms set forth in the indenture governing the 2030 Senior Notes.
RBL Credit Agreement
On June 11, 2024, the Company and BKV Upstream Midstream entered into the RBL Credit Agreement with BKV Upstream Midstream as the borrower and BKV Corp as a guarantor on the RBL Credit Agreement. The RBL Credit Agreement includes a maximum credit commitment of $1.5 billion. As of December 31, 2025, the RBL Credit Agreement had a borrowing base of $1.0 billion, an elected commitment of $800.0 million, and the ability to issue up to $40.0 million in letters of credit. As of March 6, 2026, $110.0 million of revolving borrowings and $15.0 million of letters of credit were outstanding under the RBL Credit Agreement, leaving $675.0 million of available capacity thereunder for future borrowings and letters of credit.
The loans may be borrowed, repaid, and reborrowed during the term of the RBL Credit Agreement. The RBL Credit Agreement matures on June 12, 2028. The obligations under the RBL Credit Agreement are secured and guaranteed on a senior secured basis by BKV Upstream Midstream and all of BKV Upstream Midstream’s current and future material restricted subsidiaries. Loans under the RBL Credit Agreement bear interest at one, three, or six-month term SOFR or an ABR, as applicable, plus a credit spread adjustment of 0.10% for SOFR borrowings, plus an applicable margin per annum. Interest is payable on the last day of each interest period and at maturity. BKV Upstream Midstream is obligated to pay certain fees to the lenders and administrative agent under the RBL Credit Agreement, including commitment fees on the average daily amount of the undrawn portion of the commitments. During the years ended December 31, 2025 and 2024, BKV Upstream Midstream recognized $2.5 million and $0.8 million, respectively, of commitment fees, which are included in interest expense on the consolidated statements of operations.
The RBL Credit Agreement contains various restrictive covenants that, among other things, limit BKV Upstream Midstream's ability and the ability of its restricted subsidiaries to, subject to certain exceptions: (i) incur indebtedness; (ii) incur liens; (iii) acquire or merge with any other company; (iv) sell assets or equity interests of its subsidiaries; (v) make investments; (vi) pay dividends or make other restricted payments; (vii) change its lines of business; (viii) enter into certain hedge agreements; (ix) enter into transactions with affiliates; (x) own any subsidiary that is not organized in the United States; (xi) prepay any unsecured senior or subordinated indebtedness; (xii) engage in certain marketing activities; and (xiii) allow, on a net basis, gas imbalances, take-or-pay, or other prepayments with respect to proved oil and gas properties.
The RBL Credit Agreement requires BKV Upstream Midstream to always hedge not less than 50% of reasonably anticipated projected production from our proved developed producing reserves for the subsequent 24 calendar month period immediately following the date financial statements are required to be delivered under the RBL Credit Agreement for each fiscal quarter.
The RBL Credit Agreement also includes financial covenants that require BKV Upstream Midstream to maintain:
•on a quarterly basis, a minimum Current Ratio (as defined in the RBL Credit Agreement) of no less than 1.00 to 1.00; and
•on a quarterly basis, a Net Leverage Ratio (as defined in the RBL Credit Agreement) of no greater than 3.25 to 1.00.
The RBL Credit Agreement includes customary equity cure rights that will enable BKV Upstream Midstream to cure certain breaches of the minimum current ratio covenant or the maximum net leverage ratio covenant (subject to certain
limitations in the RBL Credit Agreement). As of December 31, 2025, BKV Upstream Midstream was in compliance with such covenants in the RBL Credit Agreement.
The RBL Credit Agreement generally includes customary events of default for a reserve-based credit facility, some of which allow for an opportunity to cure. If an event of default relating to bankruptcy or other insolvency events occurs, the revolving loans will immediately become due and payable; if any other event of default exists, the administrative agent or the requisite lenders will be permitted to accelerate the maturity of the revolving loans. The RBL Credit Agreement is secured by substantially all of BKV Upstream Midstream's assets and those of the guarantors, and upon an event of default the agent under the RBL Credit Agreement could commence foreclosure proceedings.
Financing costs related to the RBL Credit Agreement are deferred and capitalized as debt issuance costs and are included within other assets on the consolidated balance sheets. During the years ended December 31, 2025 and 2024, BKV paid debt issuance costs of $2.3 million and $8.1 million, respectively, which are amortized to interest expense on the Company's consolidated statements of operations over the term of the RBL credit agreement. As of December 31, 2025 and 2024, $6.9 million of unamortized debt issuance costs remained outstanding for both periods. As of December 31, 2025, the RBL Credit Agreement had a zero balance and the outstanding letters of credit were $15.0 million. As of December 31, 2024, the effective interest rate on the RBL Credit Agreement was 7.50%, and the outstanding letters of credit were $14.1 million.
Subordinated Intercompany Loan Agreement
On June 18, 2024, the Company paid down $25.0 million of the $75.0 million outstanding on the related party loan with BNAC, including interest, and on September 30, 2024, the Company repaid the outstanding balance of $50.0 million, including interest, with proceeds from the IPO.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 6, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.