PHX MINERALS INC.

PHX MINERALS INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

PHX reports that the WhiteHawk deal closed. On June 23, 2025 the buyer merged into PHX, which is now a wholly owned subsidiary of WhiteHawk Income Corporation. Each remaining share was cancelled and converted into $4.35 cash, except shares of appraisal-demanding holders and company-held shares. The total paid was about $187 million, before fees. PHX repaid and ended its 2021 bank Credit Agreement and became a guarantor of WhiteHawk's note purchase agreement, secured by substantially all of PHX's assets. Trading was suspended and delisting from the NYSE began, with a Form 15 planned to stop its reporting. The CEO and CFO were terminated, all directors resigned, and Jeffrey Slotterback became the sole director. This ends public ownership of PHX.

business combination

PHX MINERALS INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

PHX MINERALS INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The tender offer expired on June 20, 2025 without extension. 28,806,761 shares, about 73.7% of those outstanding, were tendered, satisfying the minimum condition, and WhiteHawk's buyer accepted them for payment. The filing says the remaining shares will be converted to $4.35 cash in the merger and the stock will leave the NYSE. This resolves the open question about the tender offer's result.

business combination

PHX filed its formal response to WhiteHawk's tender offer, which began May 22, 2025, for $4.35 cash per share. The offer is set to expire at midnight on June 20, 2025 unless extended, with a majority-of-shares minimum condition and a same-day second-step merger, and it will not need a shareholder vote. The excerpt shown does not include the board's recommendation text, though the earlier context says the board recommended tendering.

business combination

WhiteHawk's subsidiary formally launched its tender offer on May 22, 2025 to buy all PHX shares for $4.35 cash each, filed with the Offer to Purchase dated May 22, 2025. It states 37,922,368 PHX shares were outstanding as of May 8, 2025. The filing lists a debt commitment letter from EIG Credit Management Company, LLC with WhiteHawk dated May 8, 2025, and a limited guarantee from WhiteHawk in favour of PHX. This moves the deal from announcement to the actual offer period; the result is not yet known.

business combination

This is the full 8-K behind the May 9 announcements. On May 8, 2025 PHX signed a merger agreement with WhiteHawk Acquisition, Inc. and its subsidiary WhiteHawk Merger Sub, Inc. Under it, the subsidiary will make a cash tender offer of $4.35 per share, open at least 20 business days. A same-day merger under Section 251(h) with no shareholder vote follows the offer's completion, and the board unanimously recommended that shareholders tender. The offer needs a majority of shares, plus vested equity awards, to be tendered. Either side can end the deal if the offer is not completed by November 10, 2025. PHX owes a $6.8 million fee if it takes a superior bid or the board changes its recommendation. Unvested restricted stock, performance shares and director deferred units are converted into cash. The text provided is cut off, so the remaining items (2.02, 5.02, 7.01, 8.01) are not covered here. The June 23, 2025 closing in the running context later completed this deal.

business combination

PHX filed the May 8, 2025 press release announcing a merger agreement under which WhiteHawk Income Corporation, through subsidiaries, will buy PHX for $4.35 cash per share (about $187 million including PHX's net debt). The price is stated as a 21.8% premium to the May 7, 2025 close. The deal is a tender offer followed by a second-step merger. The board unanimously approved it. Directors and officers holding about 10% have agreed to tender, WhiteHawk already holds about 2.5%, and closing is expected by early in the third quarter of 2025, after which PHX will leave the NYSE. This is the first notice of a sale of the whole company; the filing itself is only a pre-offer communication and not yet an offer to buy shares.

business combination

On April 18, 2024 PHX signed a sixth amendment to its Independent Bank credit agreement, extending the maturity from September 1, 2025 to September 1, 2028 and keeping the borrowing base at $50M for the June 1, 2024 review. This pushes out the due date of the bank debt by three years with no change in the borrowing base; the filing does not state the amount drawn.

debt financing

On May 18, 2022 PHX and its lenders signed a second amendment to the Independent Bank credit agreement. It raised the borrowing base from $32M to $50M, which counts as the scheduled June 1, 2022 review, and switched the interest benchmark from LIBOR to SOFR. This continues the facility's step-ups from $27.5M and $32M, giving PHX more borrowing room; the filing does not say how much is drawn.

debt financing

Effective April 1, 2022, PHX moved its legal home from Oklahoma to Delaware by merging into a Delaware subsidiary of the same name. Each Class A share converted one-for-one into a share of common stock of the Delaware company, with the same $0.01666 par value, and the filing says business, assets, management and directors are unchanged. Shareholders' rights are now governed by Delaware law and new charter documents that the filing says may have anti-takeover effects, including a 66-2/3% vote for mergers or asset sales unless two-thirds of the board approves first. About 35,205,154 shares were outstanding as of April 1, 2022. Shareholders approved the move on March 2, 2022.

business combination

PHX closed the two Caddo Parish, Louisiana purchases announced December 6, 2021: about 426 net royalty acres in the Haynesville play for $5,787,272 in cash. This completes the pending deal. The sellers and their affiliates still hold 3,549,207 PHX shares, about 10.8% of the company.

asset acquisition disposition

On December 6, 2021 PHX raised its bank borrowing base from $27.5M to $32.0M under the Independent Bank credit agreement from September 2021, to stay at that level until the next review around June 1, 2022. It also signed two cash deals for about 426 net royalty acres in Caddo Parish, Louisiana (Haynesville): $5,185,475 from Merrimac Properties Partners and Quarter Horse Energy Partners and $601,797 from Palmetto Investment Partners II, due to close by December 15, 2021. The filing notes the sellers and their affiliates together own 3,549,207 PHX shares (about 10.8%), so this continues the Haynesville buying from the same Palmetto/Crestwood group that sold PHX assets earlier in 2021. The press release says the purchase will be funded from cash on hand and credit facility borrowings, leaving about $20.0M drawn after the deal, the first figure given for the amount drawn.

debt financing

PHX closed the Vendera Haynesville purchase it signed on November 10, 2021: about 827 net royalty acres for $5,306,389, made up of $626,389 in cash and 1,519,481 new PHX shares. The shares carry a 120-day lock-up and registration rights for resale. The share count came in at the full 1,519,481 originally proposed, and cash ended up above the $520,000 first announced ($626,389). The filing does not say why. The lands now listed also include Bienville, Red River and Bossier Parishes in Louisiana, beyond the parishes named at signing.

asset acquisition disposition

On November 10, 2021 PHX agreed to buy about 827 net royalty acres in the Haynesville play (De Soto and Caddo Parishes, Louisiana, and Nacogdoches County, Texas) from Vendera entities for $5.2M: $520,000 cash and $4.68M in stock, or 1,519,481 shares at $3.08. The share count may be cut so the sellers own 4.9% or less of PHX, with cash rising to compensate; closing is expected around December 1, 2021 and the effective date is November 1, 2021. The press release also says PHX closed two other Haynesville purchases in November 2021 of about 219 net royalty acres for $2,331,992 in cash, and describes selling lower-margin legacy non-operated working interests, which fits the ongoing Haynesville expansion.

capital raising announcement

On September 24, 2021 PHX closed the Haynesville purchase announced September 16: about 817 net royalty acres for $7,249,347, made up of $728,214 cash and 2,349,207 new PHX shares. Part of the shares is held in escrow for indemnity claims, released about six months after closing, and the shares carry registration rights for resale. Issuing about 2.35M shares adds meaningfully to the share count.

asset acquisition disposition

On September 16, 2021 PHX agreed to buy about 817 net royalty acres in the Haynesville play (Louisiana and East Texas) for $7,249,347 in two linked deals: $728,214 in cash to Midnight/Merrimac and $6,521,133 in PHX stock to Palmetto Investment Partners II, the same Palmetto party as in the April SCOOP deal. Closing was expected by September 30, 2021. This continues the Haynesville expansion begun with the Red Stone deal in 2020, and is mostly paid in new shares, with 15% of the stock to be escrowed for indemnity claims.

material agreement

On September 1, 2021 PHX replaced its Bank of Oklahoma-led credit facility (originally 2013, last extended in the April 2021 ninth amendment to November 2023) with a new four-year facility from Independent Bank as agent, maturing September 1, 2025. The initial borrowing base is $27.5M (the old one was $29.0M), within a $100M facility maximum; the old facility was repaid in full and terminated with no material early termination penalties. Interest is LIBOR plus 2.750%-3.750%, the debt-to-EBITDAX covenant stays at 3.50:1.00, and the loan is secured by substantially all personal property and at least 80% of the value of proved, developed and producing properties. The filing does not state how much was drawn at closing.

debt financing

On April 30, 2021 PHX closed the Palmetto/Crestwood SCOOP mineral and royalty purchase first announced April 14, for about $10.94M: about $8.54M cash and 1,200,000 new shares, which are held in escrow for possible indemnity claims and due for release to the sellers about six months after closing. The final deal came in smaller than signed (about 2,514 net royalty acres and 1,889 net mineral acres versus about 2,698 and 2,018, and $10.94M versus $11.947M), and the filing does not explain the difference beyond 'customary adjustments'. The company must register the shares for resale.

asset acquisition disposition

On April 16, 2021 the company priced an upsized underwritten offering of 5,500,000 shares at $2.00 each with Stifel, for net proceeds of about $9.94 million, with an option for up to 825,000 more shares. The money is to fund the cash portion of the pending SCOOP acquisition, fees and general corporate purposes, and the offering is not conditional on that deal closing. This funds the April 14 Palmetto/Crestwood purchase but issues more new shares.

material agreement

On April 14, 2021 the company agreed to buy mineral and royalty assets in Stephens, Carter and Garvin Counties, Oklahoma (SCOOP) from Palmetto Investments Partners, Palmetto Investments Partners II and Crestwood Exploration Partners for $11.947 million: $9.547 million cash and $2.4 million in stock. The assets are about 2,698 net royalty acres and 2,018 net mineral acres, effective November 1, 2020, with closing expected in late April. The stock will be held in escrow for indemnity claims, and the press release says the cash will be raised through a stock offering. This is a new acquisition, following the Red Stone deal.

material agreement

On April 7, 2021 the company signed a ninth amendment to its credit facility: the borrowing base is set at $29.0 million, maturity is extended a year to November 30, 2023, and the quarterly reduction eases to $500,000 from April 15, 2021. The yearly distribution allowance rises from $1.0 million to $1.5 million, and cash from equity raises can be used for acquisitions without the bank's consent. Debt was $23.5 million at March 31, 2021, and the next redetermination is expected December 1, 2021. This continues the loosening of the June 2020 restrictions.

debt financing

On December 4, 2020 the company signed an eighth amendment to its Bank of Oklahoma credit facility. The quarterly cut to the borrowing base eases from $1.0 million to $600,000 starting January 15, 2021, the cash level that triggers mandatory repayment falls from $2.0 million to $1.0 million, and the debt-to-EBITDA limit tightens from 4.0 to 3.5. This continues the credit terms reset in June 2020, with looser repayment pressure but a stricter leverage test.

debt financing

On October 8, 2020 the company completed the Red Stone Resources acquisitions in Grady County, Oklahoma and Harrison, Nacogdoches and Panola Counties, Texas, signed August 24. After adjustments the price was about $5.5 million in cash plus 153,375 shares, and the company is entitled to production cash flow from June 1, 2020. This resolves the pending deal; the filing says it is undetermined whether there will be later secondary closings, and the company says its net mineral acreage is now about 253,000 (from 258,000 in earlier releases).

asset acquisition disposition

The company priced the underwritten stock offering announced alongside the Red Stone deal: 5,000,000 shares at $1.63 each, with Stifel as underwriter. On August 31 the underwriters bought the extra 750,000 shares in full, bringing estimated net proceeds to about $8.32 million. The money is meant to fund the cash portion of the Red Stone purchases, related fees and general corporate purposes, and the offering is not conditional on those purchases closing. For shareholders, this resolves the funding question from the Red Stone deal but means new shares were issued.

material agreement

On August 24, 2020 the company agreed to buy mineral and royalty assets from Red Stone Resources, LLC: Grady County, Oklahoma for $2.4 million and East Texas (Harrison, Nacogdoches, Panola) for about $4.53 million. The total is about $6.9 million, of which about $0.5 million is paid in company stock. The assets are about 795 net royalty acres in the SCOOP and Haynesville plays, and the company says the cash portion is to be raised through an underwritten public stock offering announced at the same time. Initial closings are expected in early October, subject to conditions and price adjustments. This is the company's first Haynesville entry and, as the first purchase after the June 2020 credit cut, is a return to buying minerals.

material agreement

The company said its March 31, 2020 quarterly financials should no longer be relied on. Revenue was overstated by about $705,000 because ownership interests in three wells were wrongly identified. The filing also reports a material weakness in internal controls over revenue accruals. It says cash flow, debt and cash balances were not affected. The company will restate the 10-Q and plans fixes before its June 2020 quarter 10-Q, expected August 13, 2020.

financial restatement

On June 24, 2020 the company signed a seventh amendment to its credit facility with Bank of Oklahoma, cutting the borrowing base to $32.0 million from $80 million. The base then falls by $1.0 million each quarter starting July 15, 2020. Cash above $2.0 million for more than seven days must go to repay debt, hedges are required for 18 months, restricted payments are capped at $1.0 million for one year, and loan margins rise. The press release gives net debt of $27.7 million ($30 million debt, $2.3 million cash) as of June 23, 2020, and says the company is exploring sales of certain assets.

debt financing

The $80,400,000 Eagle Ford purchase closed on June 17, 2014 (subject to customary post-close adjustments), now counting 63 producing wells and 109 undeveloped locations. To fund it, Panhandle amended its bank credit facility: the revolving loan rose from $80,000,000 to $200,000,000, the borrowing base from $35,000,000 to $130,000,000, and maturity moved from November 30, 2017 to November 30, 2018. BancFirst and Amarillo National Bank joined the lenders, at least 80% of proved producing property value must be mortgaged, and the attached amendment raises the permitted Debt to EBITDA ratio from 2.50:1.00 to 4.00:1.00. Audited financials for the acquisition are promised by August 29, 2014.

asset acquisition disposition

Panhandle signed a deal to buy a 16% non-operated working interest in 11,100 gross (1,775 net) acres in the Eagle Ford Shale oil window in LaSalle and Frio Counties, Texas, for $80,400,000 from private sellers, effective April 1, 2014. It is far larger than the 2011 Arkansas gas purchase ($17,500,000). It is to be funded from the bank credit facility and operated by Cheyenne Petroleum, and the press release says it will significantly increase Panhandle's current oil production of about 720 barrels per day. Closing was projected within 30 days.

material agreement

The Fayetteville Shale purchase announced on October 4 closed on October 25, 2011 at the stated $17,500,000, effective September 1, 2011. The assets are interests in 193 producing non-operated gas wells and 1,531 acres of leasehold in Arkansas, with about 240 future infill drilling locations identified. Net production is projected at about 2.7 Mmcf per day in the fourth calendar quarter, and the deal was funded with cash on hand and the bank credit facility.

asset acquisition disposition

Panhandle agreed to buy interests in 193 non-operated natural gas wells and 1,531 acres of leasehold in Van Buren, Conway and Cleburne Counties, Arkansas, in the Fayetteville Shale, for $17,500,000 from a private seller. Closing was expected around October 25, 2011, to be funded from cash on hand and its credit facility with Bank of Oklahoma.

material agreement

PHX MINERALS INC.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified PHX MINERALS INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

the New York Stock Exchange certified PHX MINERALS INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Panhandle Royalty bought privately held Wood Oil Company of Tulsa on October 1, 2001 for an adjusted $22,603,886 (including $4,195,794 of working capital assumed). Wood brings about 71,000 net fee mineral acres, 14,923 net leasehold acres and interests in roughly 2,000 producing wells. It was paid for with a new $20,000,000 five-year BancFirst term loan, and $3,000,000 of Wood's cash was used to pay down Panhandle's debt. Audited Wood financials were not yet available and were promised within 60 days.

asset acquisition disposition