3 July 2025listing compliance notice▼ BadMajor
PHX MINERALS INC. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 June 2025business combination● NeutralMajor
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.
23 June 2025business combination● Neutral
WhiteHawk's side filed the final amendment to its tender offer document, reporting the same result: the offer expired June 20, 2025, with 28,806,761 shares (about 73.7%) tendered and accepted for payment at $4.35. It repeats that the remaining shares will be cashed out in the merger and that the stock will leave the NYSE. It also adds a June 21, 2025 WhiteHawk press release as an exhibit.
23 June 2025listing compliance notice● NeutralMajor
PHX MINERALS INC.'s exchange filed to remove a class of its securities from listing.
23 June 2025listing compliance notice● NeutralMajor
PHX MINERALS INC.'s exchange filed to remove a class of its securities from listing.
23 June 2025business combination● NeutralMajor
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.
12 June 2025business combination● Neutral
PHX amended its response to the tender offer to add background detail. It discloses that about 60 potential buyers were contacted and about 25 signed confidentiality agreements. WhiteHawk bid $4.50 per share in March 2025, and the final price was $4.35. It also states that CEO Stephens and CFO D'Amico will be terminated at the merger and that WhiteHawk did not plan to retain them. The $4.35 offer terms are unchanged. This adds detail to the sale process and does not change the offer.
22 May 2025business combination● NeutralMajor
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.
22 May 2025business combination▲ GoodMajor
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.
12 May 2025business combination● Neutral
This filing only points to PHX's May 12, 2025 Form 8-K (Items 1.01, 5.02, 8.01, 9.01) as its content and carries no new information of its own. The terms are in the 8-K covering the WhiteHawk merger agreement.
9 May 2025business combination● Neutral
WhiteHawk's side filed the same May 8, 2025 press release and social media posts by its CEO Daniel Herz as pre-launch communications for the $4.35 per share cash tender offer for PHX. The tender offer has not yet started, and the filing says it is not an offer to buy shares. It adds no new terms beyond the PHX announcement.
9 May 2025business combination▲ GoodMajor
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.
18 Apr 2024debt financing▲ GoodMajor
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.
5 Jan 2023material agreement● Neutral
On January 3, 2023 PHX signed new Delaware-law indemnification agreements with each director and certain officers, replacing the Oklahoma ones from before the reincorporation. They cover expenses, liabilities and losses from serving the company, and the company advances legal costs subject to repayment if the person is found not entitled to indemnity. This follows through on the April 2022 move to Delaware. The filing's cover also shows a Fort Worth, Texas address (1320 South University Drive, Suite 720), different from the Oklahoma City address in earlier filings; the filing does not discuss the change.
19 May 2022debt financing▲ GoodMajor
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.
10 May 2022material agreement● Neutral
On May 10, 2022 PHX and Stifel amended the at-the-market share sales agreement from August 2021, mainly to reflect the move from Oklahoma to Delaware. The program still allows up to 3,000,000 shares to be sold from time to time; the filing does not say how many have been sold. This is a housekeeping change with no new capacity stated.
5 Apr 2022business combination● NeutralMajor
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.
16 Dec 2021asset acquisition disposition● NeutralMajor
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.
9 Dec 2021debt financing● NeutralMajor
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.
1 Dec 2021asset acquisition disposition● NeutralMajor
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.
12 Nov 2021capital raising announcement▲ GoodMajor
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.
What it means for a shareholder
1.5m new shares at $3.08 to raise about $4.7m. That's 4.4% dilution: every existing holder's slice gets 4.4% smaller. If you held $1,000 of shares (325 at the issue price), your slice goes from 0.000991% to 0.000947% of the company. To keep it you'd need 15 more shares - about $46 at the issue price.
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24 Sept 2021asset acquisition disposition▲ GoodMajor
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.
16 Sept 2021material agreement▲ GoodMajor
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.
3 Sept 2021debt financing● NeutralMajor
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.
25 Aug 2021material agreement● Neutral
On August 25, 2021 PHX set up an at-the-market program with Stifel, allowing it to sell up to 3,000,000 new shares over time at market prices, with a 3.0% commission to Stifel. Proceeds are meant for general corporate purposes, including working capital and acquisitions of mineral and royalty interests; no minimum sales are required, so how much is raised is unknown. Any sales would add shares and dilute existing holders, following the April 2021 offering.
30 Apr 2021asset acquisition disposition▲ GoodMajor
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.
19 Apr 2021material agreement● NeutralMajor
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.
15 Apr 2021material agreement▲ GoodMajor
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.
8 Apr 2021debt financing▲ GoodMajor
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.
7 Dec 2020debt financing● NeutralMajor
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.