Form 4: WhiteHawk Income Corp Completes Acquisition of PHX Minerals Inc.

WhiteHawk Income Corporation and its subsidiaries have completed the merger with PHX Minerals Inc., making PHX Minerals a wholly-owned subsidiary.

Summary

• WhiteHawk Income Corporation (WHIC) and its subsidiary, WhiteHawk Acquisition, Inc. (Parent), completed the merger with PHX Minerals Inc. (Issuer) on June 23, 2025.
• The merger involved WhiteHawk Merger Sub, Inc. (Purchaser) merging with and into PHX Minerals Inc., with PHX Minerals Inc. surviving as a subsidiary of Parent, which is a subsidiary of WHIC.
• As a result of the merger, WhiteHawk Income Corporation and its affiliates now beneficially own 36,522,010 shares of PHX Minerals Inc. common stock.
• WhiteHawk Equity Holdings, LP tendered 946,606 shares of PHX Minerals Inc. common stock into the offer at a purchase price of $4.35 per share in cash, resulting in WhiteHawk Equity Holdings, LP holding 0 shares of PHX Minerals Inc. after the transaction.
• At the effective time of the merger, 100 outstanding shares of common stock of Purchaser were converted into and became 100 shares of the Surviving Corporation (PHX Minerals Inc.).

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger, which is a definitive and positive outcome for the acquiring entity and the tendering shareholders. There are no negative surprises or delays indicated.

Positives

• The completion of the merger provides certainty for shareholders of PHX Minerals Inc. who tendered their shares, receiving $4.35 per share in cash.
• The acquisition expands WhiteHawk Income Corporation's portfolio by integrating PHX Minerals Inc. as a subsidiary, potentially enhancing its asset base and revenue streams.

Negatives

• PHX Minerals Inc. common stock holders who tendered their shares no longer hold equity in the company.

Future Outlook

The document does not provide specific forward-looking statements or guidance beyond the completion of the merger.

Management Comments

• "On June 23, 2025, WhiteHawk Income Corporation ('WHIC') and WhiteHawk Acquisition, Inc. ('Parent') completed the transactions contemplated by the Agreement and Plan of Merger, dated as of May 8, 2025 (the 'Merger Agreement') by and among PHX Minerals Inc. (the 'Issuer'), Parent, and WhiteHawk Merger Sub, Inc. ('Purchaser')."
• "Pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the 'Merger'), with the Issuer surviving the Merger (the 'Surviving Corporation') as a subsidiary of Parent, a subsidiary of WHIC."
• "At the effective time of the Merger, 100 outstanding shares of common stock of Purchaser were converted into and became 100 shares of the Surviving Corporation."
• "WhiteHawk Equity Holdings, LP ('WhiteHawk LP') tendered 946,606 shares of common stock into Purchaser's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01666 per share, of the Issuer at a purchase price of $4.35 per share, net to the seller in cash, without interest thereon and subject to any applicable tax withholding, upon the terms and subject to the conditions of the Offer to Purchase, dated May 22, 2025, and the related Letter of Transmittal."
• "Mr. Herz is the President, Chief Executive Officer, and Managing Member of the sole member of the general partner of WhiteHawk LP."

Industry Context

This transaction represents a consolidation within the minerals and natural resources sector, where companies like WhiteHawk Income Corporation are acquiring assets to expand their holdings. The acquisition of PHX Minerals Inc. by WhiteHawk Income Corporation indicates a strategic move to integrate mineral and royalty interests into WhiteHawk's portfolio.

Comparison to Industry Standards

• The document does not provide sufficient detail on the financial performance or strategic rationale of the merger to allow for a specific comparison to industry benchmarks or comparable companies/projects. It primarily reports the completion of a transaction.

Corporate Governance

Stakeholder Impact

• Shareholders (PHX Minerals Inc.): Those who tendered shares received $4.35 per share in cash, losing their equity stake.
• Shareholders (WhiteHawk Income Corp): The acquisition expands WhiteHawk's asset base and potentially its revenue streams, subject to the strategic success of the integration.
• Employees (PHX Minerals Inc.): The document does not specify the impact on employees, but a change in ownership often leads to organizational restructuring.

Key Dates

Keywords

Merger, Acquisition, Beneficial Ownership, SEC Form 4, PHX Minerals Inc., WhiteHawk Income Corporation, Tender Offer, Oil and Gas, Minerals