M&A - PHX MINERALS INC.

Form Type: SCHEDULE 13D

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925049002

Filing Summary: On May 8, 2025, PHX Minerals Inc. entered into an Agreement and Plan of Merger with WhiteHawk Acquisition, Inc. (Parent) and WhiteHawk Merger Sub, Inc. (Merger Sub). The agreement entails a cash tender offer to acquire all outstanding shares of PHX Minerals Inc. common stock at a price of $4.35 per share. WhiteHawk Income Corporation, the parent company, has entered into Tender and Support Agreements with current directors and executive officers, whereby they commit to tender their shares, totaling approximately 4.2% of the outstanding shares, and support the merger without withdrawing their tendered shares. The transaction is framed as a strategic consolidation aiming to enhance value for stockholders. The completion of the merger will terminate the public trading of the shares on the NYSE and result in the deregistration under the Exchange Act.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925047293

Filing Summary: On May 8, 2025, PHX Minerals Inc. entered into a Merger Agreement with WhiteHawk Acquisition, Inc. and its subsidiary, WhiteHawk Merger Sub, Inc., where the Merger Sub will conduct a cash tender offer to acquire all outstanding shares of PHX Minerals common stock at $4.35 per share. The Board of Directors unanimously approved the transaction as fair and in the best interest of shareholders. The tender offer will remain open for at least 20 business days but can be extended. Following the offer, the Merger Sub will merge with PHX, remaining as the surviving corporation without the need for shareholder approval. The Agreement includes customary conditions and representations, as well as incentives for management employees upon termination due to the merger. All current directors and executive officers entered into support agreements to tender their shares. The anticipated closing date for the merger is specified, with outlined termination rights for both parties. The document also contains provisions for equity and debt financing needed for the transaction, alongside references to various press releases and financial summaries associated with the merger.

Form Type: SC TO-C

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925046341

Filing Summary: PHX Minerals Inc. is involved in a planned tender offer initiated by WhiteHawk Merger Sub, Inc., a wholly owned subsidiary of WhiteHawk Acquisition, Inc. This tender offer is intended for all of the outstanding common stock of PHX Minerals Inc. based on an Agreement and Plan of Merger dated May 8, 2025. Though the tender offer has not yet begun, it is announced as a preliminary communication. Following the commencement of the tender offer, WhiteHawk will file the necessary materials with the SEC, and PHX will respond with a Solicitation/Recommendation Statement. Stakeholders are advised to pay attention to the forthcoming documents that will provide critical information for making informed decisions regarding their PHX securities.

Form Type: SC14D9C

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925046604

Filing Summary: PHX Minerals Inc. has filed a Schedule 14D-9C in connection with a proposed acquisition by WhiteHawk Income Corporation. The acquisition is structured through a merger agreement dated May 8, 2025. WhiteHawk Acquisition, Inc., a subsidiary of WhiteHawk Income Corporation, will commence a tender offer for all outstanding shares of PHX's common stock, valued at $0.01666 per share. The details delineate that the offer has not yet commenced and emphasizes that this communication is neither a recommendation nor an offer to purchase shares. Investors are advised to read the forthcoming tender offer materials carefully when available, as they will include crucial information for decision-making regarding the tendering of shares. Additionally, the filing includes forward-looking statements concerning the parties' ability to complete the transaction and the expected timeframe for completion, with a caution regarding uncertainties that may affect the outcome of the acquisition.