Tender Offer - PHX MINERALS INC.

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Form Type: SC 14D9

Filing Date: 2025-05-22

Corporate Action: Tender-offer

Type: New

Accession Number: 000110465925051830

Filing Summary: PHX Minerals Inc. has filed a Solicitation/Recommendation Statement on Schedule 14D-9 concerning a cash tender offer by WhiteHawk Merger Sub, Inc., a wholly owned subsidiary of WhiteHawk Acquisition, Inc. The offer, which commenced on May 22, 2025, is to acquire all issued and outstanding shares of the Company's common stock at a price of $4.35 per share. The offer is scheduled to remain open for a minimum of 20 business days and could be extended under certain conditions. Parent and Merger Sub's obligation to purchase shares is contingent on several customary conditions, including the valid tender of a majority of shares and regulatory approvals. The document provides insight into the interests of the Company’s executive officers, as well as various agreements related to the transaction such as the Merger Agreement, equity commitment letters, and tender support agreements, indicating that the transaction is intended to result in a merger in which PHX Minerals Inc. will become a wholly owned subsidiary post-acquisition. The document includes detailed stipulations on the treatment of shares, critically affecting both shareholder value and management interests during the transition.

Additional details:

Title Of Class Of Securities: Common Stock, $0.01666 par value per share

Cusip Number: 69291A100

Offer Price: $4.35

Minimum Condition: validly tendered and not validly withdrawn shares that, together with any shares held by Parent and Merger Sub, represent at least a majority of all then issued and outstanding Shares

Expiration Time: June 20, 2025

Merger Agreement Date: 2025-05-08

Form Type: SC TO-T

Filing Date: 2025-05-22

Corporate Action: Tender-offer

Type: New

Accession Number: 000110465925051793

Filing Summary: WhiteHawk Merger Sub, Inc., a wholly owned subsidiary of WhiteHawk Acquisition, Inc., is making a tender offer to purchase all outstanding shares of common stock of PHX Minerals Inc. at a purchase price of $4.35 per share. The total number of shares outstanding as of May 8, 2025, was reported as 37,922,368. The tender offer is conducted under Rule 14d-1. The offer will be governed by the terms outlined in the Offer to Purchase and related Letter of Transmittal, which provide detailed instructions for acceptance, payment, and procedures for withdrawal.

Additional details:

Offer Price: 4.35

Total Number Of Shares Outstanding: 37922368

Purchaser Name: WhiteHawk Merger Sub, Inc.

Parent Name: WhiteHawk Acquisition, Inc.

Subject Company Name: PHX Minerals Inc.

Shares Par Value: 0.01666

Cusip Number: 69291A100

Merger Agreement Date: 2025-05-08

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