BKV Corp S-3, filed Oct 1, 2025

BKV Corp (BKV)

S-3 2025-10-01

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	Delaware			1200 17th Street, Suite 2100 Denver, Colorado			85-0886382
	(State or other jurisdiction of incorporation or organization)			(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
				Emerging growth company ☒

Exact Name of Additional Registrants	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
BKV Barnett, LLC	Delaware	84-3888597
BKV Chelsea, LLC	Delaware	81-4396321
BKV Midstream, LLC	Delaware	88-1635183
BKV North Texas, LLC	Delaware	88-1640557
BKV Operating, LLC	Delaware	82-3114902
BKV Upstream Midstream, LLC	Delaware	99-3088905
Kalnin Ventures LLC	Colorado	46-3691203

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		1
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS		1
OUR COMPANY		3
OUR SUBSIDARY GUARANTORS		3
RISK FACTORS		3
FORWARD-LOOKING STATEMENTS		3
USE OF PROCEEDS		5
SELLING STOCKHOLDER		6
DESCRIPTION OF CAPITAL STOCK		7
DESCRIPTION OF RIGHTS		13
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES		13
DESCRIPTION OF WARRANTS		23
DESCRIPTION OF UNITS		24
PLAN OF DISTRIBUTION		25
LEGAL MATTERS		27
EXPERTS		27

	Amount
SEC registration fee		$	336,583.72
Printing			*
Accounting fees and expenses			*
Legal fees and expenses			*
Trustee Fees and Expenses			*
Rating Agency Fees and Expenses			*
Miscellaneous			*
Total		$	*

	Exhibit Number			Description
	1.1*			Form of Underwriting Agreement
	3.1			Second Amended and Restated Certificate of Incorporation of BKV Corporation (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 27, 2024).
	3.2			Second Amended and Restated Bylaws of BKV Corporation (incorporated herein by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on September 27, 2024).
	4.1			Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).
	4.2**			Form of Senior Indenture
	4.3**			Form of Subordinated Indenture
	4.4*			Form of Certificate of Designations for Preferred Stock
	4.5*			Form of Warrant Agreement (including form of Warrant Certificate)
	4.6*			Form of Unit Agreement (including form of Unit Certificate)
	4.7			Stockholders’ Agreement, dated September 27, 2024, by and between BKV Corporation and Banpu North America Corporation (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 27, 2024).
	5.1**			Opinion of Baker Botts L.L.P.
	23.1**			Consent of PricewaterhouseCoopers LLP.
	23.2**			Consent of Ryder Scott Company, L.P.
	23.3**			Consent of Baker Botts L.L.P. (included in their opinion filed as Exhibit 5.1)
	23.4**			Consent of BDO USA, P.C.
	23.5**			Consent of Cawley, Gillespie & Associates, Inc.
	24.1**			Powers of Attorney (included on signature page)
	25.1*†			Form T-1 Statement of Eligibility and Qualification relating to the Senior Indenture.
	25.2*†			Form T-1 Statement of Eligibility and Qualification relating to the Subordinated Indenture
	107**			Filing Fee Table

Signature	Title	Date
/s/ Christopher P. Kalnin Christopher P. Kalnin	Chief Executive Officer and Director (Principal Executive Officer)	October 1, 2025
/s/ David Tameron David Tameron	Chief Financial Officer (Principal Financial Officer)	October 1, 2025
/s/ Barry S. Turcotte Barry S. Turcotte	Chief Accounting Officer (Principal Accounting Officer)	October 1, 2025
/s/ Chanin Vongkusolkit Chanin Vongkusolkit	Chairman of the Board	October 1, 2025
/s/ Somruedee Chaimongkol Somruedee Chaimongkol	Director	October 1, 2025
/s/ Joseph R. Davis Joseph R. Davis	Director	October 1, 2025
/s/ Akaraphong Dayananda Akaraphong Dayananda	Director	October 1, 2025
/s/ Kirana Limpaphayom Kirana Limpaphayom	Director	October 1, 2025

TIA Section		Indenture Section
310	(a)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	5.01
	(b)	5.02
	(c)	5.02
313	(a)	5.03
	(b)	5.03
	(c)	13.03
	(d)	5.03
314	(a)	4.05, 4.06
	(b)	N.A.
	(c)(1)	13.05
	(c)(2)	13.05
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	N.A.
315	(a)	7.01
	(b)	6.07 & 13.03
	(c)	7.01
	(d)	7.01
	(e)	6.08
316	(a) (last sentence)	1.01
	(a)(1)(A)	6.06
	(a)(1)(B)	6.06
	(a)(2)	9.01(d)
	(b)	6.04
	(c)	5.04
317	(a)(1)	6.02
	(a)(2)	6.02
	(b)	4.04
318	(a)	13.07

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1

Section 1.01	Definitions	1
Section 1.02	Other Definitions	5
Section 1.03	Incorporation by Reference of Trust Indenture Act	5
Section 1.04	Rules of Construction	5

ARTICLE II DEBT SECURITIES		5

Section 2.01	Forms Generally	5
Section 2.02	Form of Trustee’s Certificate of Authentication	6
Section 2.03	Principal Amount; Issuable in Series	6
Section 2.04	Execution of Debt Securities	8
Section 2.05	Authentication and Delivery of Debt Securities	8
Section 2.06	Denomination of Debt Securities	9
Section 2.07	Registration of Transfer and Exchange	9
Section 2.08	Temporary Debt Securities	10
Section 2.09	Mutilated, Destroyed, Lost or Stolen Debt Securities	11
Section 2.10	Cancellation of Surrendered Debt Securities	11
Section 2.11	Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders	12
Section 2.12	Payment of Interest; Interest Rights Preserved	12
Section 2.13	Securities Denominated in Dollars	12
Section 2.14	Wire Transfers	12
Section 2.15	Securities Issuable in the Form of a Global Security	12
Section 2.16	Medium Term Securities	14
Section 2.17	Defaulted Interest	14
Section 2.18	CUSIP and ISIN Numbers	15

ARTICLE III REDEMPTION OF DEBT SECURITIES		15

Section 3.01	Applicability of Article	15
Section 3.02	Notice of Redemption; Selection of Debt Securities	15
Section 3.03	Payment of Debt Securities Called for Redemption	17
Section 3.04	Mandatory and Optional Sinking Funds	17
Section 3.05	Redemption of Debt Securities for Sinking Fund	17
Section 3.06	Purchase of Securities	18

ARTICLE IV PARTICULAR COVENANTS OF THE COMPANY		18

Section 4.01	Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities	18
Section 4.02	Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities	19
Section 4.03	Appointment to Fill a Vacancy in the Office of Trustee	19
Section 4.04	Duties of Paying Agents, etc.	19
Section 4.05	SEC Reports; Financial Statements	20
Section 4.06	Compliance Certificate	20
Section 4.07	Further Instruments and Acts	21
Section 4.08	Existence	21
Section 4.09	Waiver of Certain Covenants	21

ARTICLE V HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE		21

Section 5.01	Company to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information	21
Section 5.02	Communications to Holders	21
Section 5.03	Reports by Trustee	21
Section 5.04	Record Dates for Action by Holders	22

ARTICLE VI REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT		22

Section 6.01	Events of Default	22
Section 6.02	Collection of Debt by Trustee, etc.	24
Section 6.03	Application of Money Collected by Trustee	24
Section 6.04	Limitation on Suits by Holders	25
Section 6.05	Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default	26
Section 6.06	Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default	26
Section 6.07	Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances	26
Section 6.08	Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee	26

ARTICLE VII CONCERNING THE TRUSTEE		27

Section 7.01	Certain Duties and Responsibilities	27
Section 7.02	Certain Rights of Trustee	27
Section 7.03	Trustee Not Liable for Recitals in Indenture or in Debt Securities	29
Section 7.04	Trustee, Paying Agent or Registrar May Own Debt Securities	29
Section 7.05	Money Received by Trustee to Be Held in Trust	29
Section 7.06	Compensation and Reimbursement	29
Section 7.07	Right of Trustee to Rely on an Officer’s Certificate Where No Other Evidence Specifically Prescribed	29
Section 7.08	Separate Trustee; Replacement of Trustee	30
Section 7.09	Successor Trustee by Merger	31
Section 7.10	Eligibility; Disqualification	31
Section 7.11	Preferential Collection of Claims Against the Company	31
Section 7.12	Compliance with Tax Laws	31

ARTICLE VIII CONCERNING THE HOLDERS		31

Section 8.01	Evidence of Action by Holders	31
Section 8.02	Proof of Execution of Instruments and of Holding of Debt Securities	31
Section 8.03	Who May Be Deemed Owner of Debt Securities	32
Section 8.04	Instruments Executed by Holders Bind Future Holders	32

ARTICLE IX SUPPLEMENTAL INDENTURES		32

Section 9.01	Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders	32
Section 9.02	Modification of Indenture with Consent of Holders of Debt Securities	34
Section 9.03	The Trustee to Sign Supplemental Indentures etc.	35
Section 9.04	Effect of Supplemental Indentures	35
Section 9.05	Debt Securities May Bear Notation of Changes by Supplemental Indentures	35

ARTICLE X CONSOLIDATION, MERGER, SALE OR CONVEYANCE		35

Section 10.01	Consolidations and Mergers of the Company	35
Section 10.02	Rights and Duties of Successor Company	35

ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEY		36

Section 11.01	Applicability of Article	36
Section 11.02	Satisfaction and Discharge of Indenture; Defeasance	36
Section 11.03	Conditions of Defeasance	37
Section 11.04	Application of Trust Money	38
Section 11.05	Repayment to Company	38
Section 11.06	Indemnity for U.S. Government Obligations	38
Section 11.07	Reinstatement	38

ARTICLE XII [RESERVED]		38

ARTICLE XIII MISCELLANEOUS PROVISIONS		38

Section 13.01	Successors and Assigns of Company Bound by Indenture	38
Section 13.02	Acts of Board, Committee or Officer of Successor Company Valid	38
Section 13.03	Required Notices or Demands	38
Section 13.04	Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York	39
Section 13.05	Officer’s Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Company	39
Section 13.06	Payments Due on Legal Holidays	40
Section 13.07	Provisions Required by TIA to Control	40
Section 13.08	Computation of Interest on Debt Securities	40
Section 13.09	Rules by Trustee, Paying Agent and Registrar	40
Section 13.10	No Recourse Against Others	40
Section 13.11	Severability	40
Section 13.12	Effect of Headings	40
Section 13.13	Indenture May Be Executed in Counterparts	40

ARTICLE XIV GUARANTEE		41

Section 14.01	Unconditional Guarantee	41
Section 14.02	Limitation on Subsidiary Guarantors’ Liability	42
Section 14.03	Release of Subsidiary Guarantors from Guarantee	42
Section 14.04	Subsidiary Guarantor Contribution	43

Term		Defined in Section
“Debt Security Register”		2.07
“Defaulted Interest”		2.17
“Event of Default”		6.01
“Funding Guarantor”		14.04
“Guarantee”		14.01
“Place of Payment”		2.03
“Registrar”		2.07
“Successor Company”		10.01

	[                           ]
	As Trustee

	By:
		Authorized Signatory

	BKV CORPORATION

	By:
		Name:
		Title:

	[                           ]

	By:
		Name:
		Title:

Term	Defined in Section
“Debt Security Register”		2.07
“Defaulted Interest”		2.17
“Event of Default”		6.01
“Funding Guarantor”		14.04
“Guarantee”		14.01
“Place of Payment”		2.03
“Registrar”		2.07
“Subordinated Debt Securities”		12.01
“Successor Company”		10.01

	[                           ]
	As Trustee

	By:
	Authorized Signatory

	*CAWLEY, GILLESPIE & ASSOCIATES, INC.*
	*Texas Registered Engineering Firm F-693*

	By:	/s/ W. Todd Brooker
		W. Todd Brooker, P.E.
		President