8-K: PHX Minerals Inc. Completes Acquisition by WhiteHawk, Shares Delisted from NYSE
Merger Completion
PHX Minerals Inc. has successfully completed its merger with WhiteHawk Acquisition, Inc., a subsidiary of WhiteHawk Income Corporation, resulting in its shares being delisted from the New York Stock Exchange.
Summary
- PHX Minerals Inc. (PHX) completed its merger with WhiteHawk Acquisition, Inc. (Purchaser), a wholly-owned subsidiary of WhiteHawk Income Corporation (WHIC), on June 23, 2025.
- The merger followed a cash tender offer where Purchaser acquired all issued and outstanding shares of PHX common stock for $4.35 per share.
- Approximately 73.7% of PHX's outstanding shares (28,806,761 shares) were validly tendered and not withdrawn by the offer's expiration at midnight on June 20, 2025, satisfying the minimum condition.
- An additional 50,315 shares (approximately 0.1%) were tendered by Notice of Guaranteed Delivery.
- Upon completion of the merger, PHX became a wholly-owned subsidiary of WhiteHawk Acquisition, Inc.
- The aggregate consideration paid by Parent and Purchaser in the Offer and Merger was approximately $187 million, excluding related transaction fees and expenses.
- PHX's shares were suspended from trading on the New York Stock Exchange (NYSE) on June 23, 2025, and the NYSE has filed for delisting.
- PHX intends to file a Form 15 with the SEC to suspend its reporting obligations under the Exchange Act.
- PHX became a guarantor of indebtedness under an Amended Note Purchase Agreement, dated September 17, 2024, with obligations secured by substantially all of PHX's assets.
- The Company's Credit Agreement, dated September 1, 2021, was paid in full and terminated on June 23, 2025.
- All outstanding time-based restricted stock and performance-based restricted stock awards were converted into cash awards based on the merger consideration, with performance-based awards vesting at maximum achievement.
- Deferred Compensation Plan (DCP) Units were also converted into cash based on the merger consideration.
Sentiment
Score: 7
Explanation: The sentiment is positive for shareholders who tendered, as the merger completed as planned, providing a cash exit at the stated offer price. For the company, it marks a successful transition to private ownership, which can be seen as a positive strategic move by the acquiring entity.
Positives
- Shareholders received a cash payment of $4.35 per share, providing liquidity and a defined return.
- The tender offer successfully met its minimum condition, ensuring the completion of the acquisition.
- The acquisition provides a clear exit strategy for existing shareholders at a pre-determined price.
Negatives
- PHX Minerals Inc. common stock has been delisted from the NYSE, removing its public trading presence.
- Existing shareholders no longer hold equity in an independent, publicly traded company.
- The company's reporting obligations under the Exchange Act will be suspended, reducing public transparency.
Risks
- The document does not explicitly detail new risks post-merger beyond the change in corporate structure and reporting status. The primary 'risk' for public shareholders was the uncertainty of the merger's completion, which has now been resolved.
Future Outlook
Following the completion of the merger, PHX Minerals Inc. has become a wholly-owned subsidiary of WhiteHawk Acquisition, Inc. Its common stock has been delisted from the New York Stock Exchange, and the company intends to suspend its reporting obligations with the SEC, transitioning from a public to a private entity under the WhiteHawk umbrella.
Management Comments
- The company's actions reflect the successful execution of the previously announced merger agreement, leading to the acquisition of all outstanding shares and the transition to a private entity.
Industry Context
This acquisition reflects a continuing trend of consolidation within the energy and mineral rights sector, where larger entities or investment vehicles acquire smaller, publicly traded companies to integrate assets, achieve economies of scale, or optimize portfolio holdings. The move to private ownership often allows for more flexible long-term strategic planning away from quarterly public market pressures.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer and Executive Vice President | Ralph D'Amico | NA | 2025-06-23 | Termination of employment in connection with the Merger. |
| President and Chief Executive Officer | Chad L. Stephens | NA | 2025-06-23 | Termination of employment in connection with the Merger. |
| Member of the Board of Directors | Mark T. Behrman | NA | 2025-06-23 | Resignation in connection with the Merger. |
| Member of the Board of Directors | Glen A. Brown | NA | 2025-06-23 | Resignation in connection with the Merger. |
| Member of the Board of Directors | Lee M. Canaan | NA | 2025-06-23 | Resignation in connection with the Merger. |
| Member of the Board of Directors | Steven L. Packebush | NA | 2025-06-23 | Resignation in connection with the Merger. |
| Member of the Board of Directors | John H. Pinkerton | NA | 2025-06-23 | Resignation in connection with the Merger. |
| Member of the Board of Directors | Chad L. Stephens | NA | 2025-06-23 | Resignation in connection with the Merger. |
| Sole Member of the Board of Directors | NA | Jeffrey Slotterback | 2025-06-23 | Appointment in connection with the Merger, reducing board size to one. |
| Chief Executive Officer | NA | Daniel Herz | 2025-06-23 | Appointment following the Merger, as officers of Purchaser became officers of the Company. |
| President | NA | Jeff Smith | 2025-06-23 | Appointment following the Merger, as officers of Purchaser became officers of the Company. |
| Chief Financial Officer & Secretary | NA | Jeffrey Slotterback | 2025-06-23 | Appointment following the Merger, as officers of Purchaser became officers of the Company. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amendment and Restatement of Certificate of Incorporation | The certificate of incorporation was amended and restated to reflect the new corporate structure as a wholly-owned subsidiary. Key changes include limiting authorized shares to 150 with $0.01 par value, providing director liability protection, and electing not to be governed by Section 203 of the DGCL (business combinations). | 2025-06-23 | Streamlines corporate structure for a wholly-owned subsidiary, reduces administrative burden related to public company status, and aligns governance with the parent company's requirements. |
| Amendment and Restatement of Bylaws | The bylaws were amended and restated to be the bylaws of the Purchaser in effect immediately prior to the merger. This includes provisions for a minimum of one director, election of officers by the board, and detailed indemnification clauses. | 2025-06-23 | Aligns internal governance rules with the parent company's standards and the operational needs of a private subsidiary, reflecting the change in ownership and control. |
Stakeholder Impact
- Shareholders: Received cash for their shares, providing a definitive return on investment and liquidity. They no longer hold shares in a publicly traded entity.
- Employees (Management): Key executive positions (CFO, CEO, President) and board memberships were terminated or changed, reflecting the new ownership and management structure.
- Company (PHX Minerals Inc.): Transformed from a publicly traded company to a wholly-owned private subsidiary, leading to delisting and suspension of public reporting obligations. Its assets now secure the indebtedness of its new parent.
Next Steps
- The NYSE will file a notification of delisting of PHX shares on Form 25 with the SEC.
- PHX intends to file a certification on Form 15 with the SEC to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Key Dates
| Date | Description |
|---|---|
| 2024-09-17 | Original date of the Note Purchase Agreement, which was subsequently amended. |
| 2025-05-08 | Date of the Agreement and Plan of Merger (Merger Agreement) between PHX, WhiteHawk Acquisition, Inc., and WhiteHawk Merger Sub, Inc. |
| 2025-05-12 | Date of the Current Report on Form 8-K filed by PHX Minerals, Inc. disclosing the Merger Agreement. |
| 2025-05-22 | Date of the Offer to Purchase for the cash tender offer. |
| 2025-06-20 | Expiration Time of the tender offer (12:00 midnight, New York City Time). |
| 2025-06-21 | Date Purchaser accepted for payment all validly tendered and not properly withdrawn shares. |
| 2025-06-23 | Effective date of the merger, when Purchaser merged into PHX, making PHX a wholly-owned subsidiary of Parent. Also, the date PHX became a guarantor under the Amended Note Purchase Agreement, terminated its Credit Agreement, and notified the NYSE of the merger closing and delisting. |
Keywords
PHX Minerals Inc., WhiteHawk Acquisition Inc., WhiteHawk Income Corporation, Merger, Acquisition, Tender Offer, Delisting, NYSE, SEC Filing, 8-K, Corporate Governance, Financial Reporting, Oil and Gas, Mineral Rights
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